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46

The Company will provide leave travel

assistance for self and family once in a

year in accordance with the policy of the

Company.

iv) Personal accident insurance|

mediclaim insurance

The Company will provide personal

accident insurance and mediclaim

insurance as per the policy of the

Company.

Category – ‘B’

i) The Company will contribute towards

Provident

Fund|

Superannuation

Fund|Annuity Fund as per the policy of

the Company.

ii) The Company will pay Gratuity as per

the policy of the Company and the

relevant laws.

The period worked under this contract

will be in continuum of the service

already considered under the policy.

iii) The Company will encash|grant leaves

as per the policy of the Company as are

applicable to senior executives of the

Company.

Category – ‘C’

i) The Company will provide a car as per

the rules of the Company as are

applicable to the senior executives of the

Company.

ii) The Company will provide a telephone

and mobile phone as per the policy of the

Company. Personal long distance calls

will be recovered.

5. Mr Mohanan will not be entitled to

sitting fees for attending meetings of the

Board of Directors or Committees

thereof. He will, however, be reimbursed

the actual travelling, lodging, boarding

and out of pocket expenses incurred by

him for attending meetings of the Board

of Directors and|or Committees thereof.

6. The remuneration referred in Clause 4

and any alteration thereof from time to

time is subject to the overall 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 of the

Company as computed in the manner

referred to in Section 198 of the

Companies Act, 1956. Provided,

however, that in the event of absence or

inadequacy of profit Mr Mohanan will be

paid remuneration within the limit of

minimum remuneration specified in

Schedule XIII to the Companies Act,

1956.

7. Mr Mohanan will be entitled to

reimbursement of expenses actually and

properly incurred in connection with the

business of the Company.

8. Mr Mohanan may resign office, subject

to three months’ notice.

9. In the event of termination of office,

Mr Mohanan would be entitled to

compensation in accordance with Section

318 of the Companies Act, 1956.

10. In the event of any dispute or

difference arising out of this agreement

between the parties, such dispute or

difference will be referred to arbitration

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 will apply to

every reference thereof. The venue of the

arbitration will be at Valsad only.

11. Both the parties agree for exclusive

jurisdiction of Valsad court only.

Memorandum of interest

The nature of the concern or interest of

Mr Mohanan, Director, 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

T R Gopi Kannan

President, Finance and

Company Secretary

Registered office

Ashoka Chambers

Rasala Marg

Ahmedabad 380006

Gujarat, India

June 05, 2009