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Atul Ltd | Annual Report 2013-14
2013, Mr Rangan being eligible and offering himself for appointment, is proposed to be appointed as an Independent Director
for five consecutive years for a term up to March 31, 2019. A Notice has been received from a Member proposing Mr Rangan
as a candidate for the office of Director of the Company.
In the opinion of the Board, Mr Rangan fulfils the conditions specified in the Companies Act, 2013 and the Rules made thereunder
for his appointment as an Independent Director of the Company and he is independent of the Management. Copy of the draft letter
for appointment of Mr Rangan as an Independent Director setting out the terms and conditions will be available for inspection
without any fee by the Members at the Registered office of the Company during normal business hours on any working day.
Mr Rangan does not hold by himself or together with his relatives two percent or more of the total voting power of the Company.
The Board considers that his continued association will be of immense benefit to the Company. Accordingly, the Board
recommends the Resolution in relation to appointment of Mr Rangan as an Independent Director, for the approval by the
Members.
Except Mr Rangan, being an appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives
are concerned or interested, financially or otherwise, in the Resolution set out at Item No 10.
This Explanatory Statement may also be regarded as a disclosure under Clause 49 of the Listing Agreements with the Stock
Exchanges.
Item No 11
Mr B N Mohanan was appointed as a Whole-time Director of the Company by the Members in the Annual General Meeting held
on August 07, 2009 for a period of five years with effect from January 01, 2009.
The Board of Directors (Board) subject to approval of the Members reappointed Mr Mohanan as a Whole-time Director effective
January 01, 2014 for a period of three years. The terms of reappointment of Mr Mohanan are in accordance with applicable
provisions of the Companies Act, 1956 and the Companies Act, 2013. 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 B N Mohanan will have overall responsibilities of Occupier including Safety, Health and Environment. In addition, he will
also be responsible for utilities, engineering procurement and any other duties as may be assigned to him by the Chairman
and Managing Director | the Board.
2. Period of office of Mr Mohanan is three years with effect from January 01, 2014.
3. Remuneration payable to Mr Mohanan:
(a) Basic Salary of
`
2,64,271/- per month which may be revised from time to time not exceeding 15% p.a. by the
Nomination and Remuneration Committee within the contractual period of three years.
(b) Allowances | Benefits:
`
1,91,309/- per month which may be revised from time to time not exceeding 15% p.a. by
the Nomination and Remuneration Committee within the contractual period of three years.
(c) Performance bonus as per the policy of the Company.
(d) Perquisites
(i) Housing: The Company will provide residential accommodation with water, electricity, furniture and fixtures as
per its policy.
(ii) Medical reimbursement: The Company will reimburse medical expenses incurred as per its policy.
(iii) Leave travel concession: The Company will provide leave travel assistance for self and family once in a year as per
its policy.
(iv) Personal accident insurance | mediclaim insurance: The Company will provide personal accident insurance and
mediclaim insurance as per its policy.
(v) Car: The Company will provide a car at its entire cost as per its policy.
(vi) Communication devices: The Company will provide a landline telephone at his residence and mobile telephone
as per its policy.
(e) Retirement benefits
(i) The Company will contribute towards Provident Fund | Superannuation Fund | Annuity Fund as per its policy.
(ii) The Company will pay Gratuity as per its policy. The period worked under this contract will be in continuum
of the service already considered under the policy.