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| Annual Report 2008-09

45

No Directors except Mr Mohanan is

interested in or concerned with this

resolution.

Your Directors recommend passing of the

resolution.

Item No. 7

Mr B N Mohanan was appointed as

Additional Director of the Company by

the Board of Directors with effect from

January 01, 2009 and his continuation as

director is being proposed by Item No 7.

The Board of Directors subject to

approval of the Members appointed Mr

Mohanan as a Wholetime director

effective from January 01, 2009 for a

period of five years. The terms of

appointment of Mr Mohanan are in

accordance with Section 269 read with

Schedule XIII of the Companies Act, 1956

and hence the approval of Central

Government is not required. Brief resume

of Mr Mohanan is given supra.

The terms and conditions of the

appointment of Mr Mohanan are set out

in the draft agreement, which is placed

before the meeting. The material terms

of the draft agreement are as under

1. Mr Mohanan is appointed as

Wholetime Director of the Company to

carry out such functions as entrusted to

him by the Chairman and Managing

Director |the Board of Directors.

2. Mr Mohanan is to devote such time

and attention to the business of the

Company as required by the Chairman

and Managing Director| the Board of

Directors.

3. Period of office of Mr Mohanan is 5

years with effect from January 01, 2009.

4. Remuneration payable to Mr

Mohanan:

(a) Basic salary

of Rs1,60,331 per

month which may be increased up to

Rs4,00,000 per month by the

Remuneration Committee within the

contractual period of 5 years.

(b) Allowances

Other allowances|benefit Rs82,540 per

month as per the policy of the Company

which may be increased up to

Rs2,00,000 per month by the

Remuneration Committee.

(c) Performance bonus

i) The Company will give performance

bonus as per its policy.

(a) Perquisites

The following perquisites will be allowed:

Category – ‘A’

i) Housing

The Company will provide a residential

accommodation with water, electricity,

furniture and fixtures as per the policy of

the Company.

ii) Medical reimbursement

The Company will reimburse, as per the

policy medical expenses actually incurred.

iii) Leave travel concession

Brief resume

Mr Mohanan was appointed as an Additional Director on January 01, 2009.

He is

B.Sc

. (Engg. Hon.). He has over 3 decades of experience in various

capacities. He joined the Company about 16 years ago. Currently he is the

President, Infrastructure Unit and the Occupier. His responsibilities include

safety, health, environment, utilities and infrastructure management.

Mr Mohanan is also Managing Director of Atul Rajasthan Date Palms Ltd, a

joint venture company between Atul and Rajasthan Horticulture Development

Society, a Rajasthan Government unit.

Directorship in other companies

Atul Rajasthan Date Palms Limited (Managing Director)

Atul Bio Space Pvt Ltd

Position in committees of other companies

Nil

Number of shares held in the Company

4700