Draft the resolution for payment of remuneration in addition to the sitting fees to the Non-Executive Directors, stating the authority and type of resolution. The company has appointed a Managing Director and also a Whol

Authority: Shareholders Type of Resolution: Special "Resolved that pursuant to the provisions of Section 197 and other applicable provisions, if any, of the Companies Act, 2013 (the Act) as may be amended from time to time, a sum not exceeding 1% (or such higher percentage as may be permitted, from time to time), per annum of the net profits of the company calculated in accordance with the provisions of Section 198 and other applicable provisions of the Act be paid to and distributed amongst the Non-executive Directors of the company in such amounts or proportions and in such manner and in such respects as may be decided by the Board of Directors (the Board) and such payments shall be made in respect of the profits of the company from the financial year 2019-20 of the company. Resolved further that the above remuneration shall be in addition to fee payable to the Non-Executive Director(s) for attending the meetings of the Board or the Committees thereof or for any other purpose whatsoever as may be decided by the Board and reimbursement of expenses for participation in the Board and other meetings. Resolved further that Managing Director or Company Secretary of the company be and are hereby authorized to do all such acts, deeds and things and to sign and execute all such deeds, documents and instruments as may be necessary, expedient and incidental thereto to give effect to this resolution."