Atul Ltd 2010-11

ii) The Company shall provide a landline telephone at the residence of the Managing Director at the entire cost of the Company. It shall also provide a mobile telephone to the Managing Director. Personal long-distance calls shall be billed by the Company. CATEGORY – “D” The Managing Director shall be entitled to commission at the rate of 0.50% of net profits of the Company provided that the commission shall not exceed twenty four months (24) Basic Salary as referred to in Clause 3 (a) above. When payable for part of the year, commission shall be payable on pro rata basis. 4. The Managing Director shall not be entitled to sitting fees for attending meetings of the Board or Committees thereof. He shall, however, be reimbursed the actual travelling, lodging and boarding expenses incurred by him for attending meetings of the Board and | or Committees thereof. 5. The aforesaid remuneration is subject to the limit of 5% of the annual net profits of the Company and subject further to the overall limit of 10% of the annual net profits on the remuneration of the Managing Directors and Whole time Director(s) of the Company taken together. Provided, however, that in the event of absence or inadequacy of profit, the Managing Director shall be entitled to the aforesaid remuneration excluding commission within the minimum remuneration specified in Schedule XIII to the Companies Act, 1956. 6. In the event of cessation of office during any financial year, a rateable proportion of the aforesaid remuneration shall be payable by the Company. 7. The Managing Director shall be entitled to reimbursement of expenses incurred by him in connection with the business of the Company. 8. The Directors are at liberty to appoint more than one Managing Director. 9. The Managing Director may resign office, subject to three calendar months’ notice. 10. In the event of termination of office, the Managing Director is entitled to compensation in accordance with Section 318 of the Companies Act, 1956. 11. In the event of any dispute or difference arising out of this agreement between the parties, such dispute or difference shall be referred to arbitration by a Sole Arbitrator in accordance with the provisions of The Arbitration and Conciliation Act,1996 or any statutory modification or substitute thereof and all the provisions of that Act so far as are applicable or of any of them for the time being in force shall apply to every reference thereof. MEMORANDUM OF INTEREST: The nature of the concern or interest of Mr S A Lalbhai, Managing Director of the Company is that the above resolution pertains to his agreement with the Company and he will be receiving the remuneration as stated therein, if approved. None of the other Directors of the Company are interested in the resolution. The above statement may be treated as an abstract of the terms and memorandum of interest under Section 302 of the Companies Act, 1956. By Order of the Board Registered office Ashoka Chambers, Rasala Marg, Ahmedabad 380006, Gujarat, India T R Gopi Kannan May 13, 2011 President, Finance & Company Secretary Important Communication to the Members The Ministry of Corporate Affairs has taken a ‘Green Initiative in the Corporate Governance’ by allowing paperless compliances by the companies and has issued circulars stating that serving notice | documents including Annual Report can be made through electronic mode to its Members. To support this green initiative of the Government in full measure, Members are requested to update their email id provided to the concerned Depository Participants. Those Members who hold shares in physical form are requested to communicate their email id by sending an email to the Registrar and Share Transfer Agent, Sharepro Services (India) Pvt Ltd, at email id: nitin.joshi@shareproservices.com with a copy to the Company at email id: atul_ahd@atul.co.in 50 | 51