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Atul Ltd | Annual Report 2013-14
The terms and conditions of the appointment of Mr Nammalvar 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 S Nammalvar will have overall responsibilities of Occupier. In addition, he will also be responsible for technology and
manufacturing functions and any other duties as may be assigned to him by the Chairman and Managing Director | the
Board.
2. Period of office of Mr Nammalvar as an Alternate Director starts from March 28, 2014 and will expire once Mr B N
Mohanan returns to the State of Maharashtra. However, he will continue to function as President, Technology Unit as earlier
after the return of Mr Mohanan.
3. Remuneration payable to Mr Nammalvar:
(a) Basic Salary of
`
2,73,034/- per month which may be revised from time to time not exceeding
`
3,00,000/- per month
by the Nomination and Remuneration Committee.
(b) Allowances | Benefits:
`
4,50,000/- per month which may be revised from time to time not exceeding
`
5,17,000/- per
month by the Nomination and Remuneration Committee.
(c) Performance bonus as per the policy of the Company.
(d) Perquisites
(i) Housing: The Company will provide a 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 in
accordance with 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.
(iii) The Company will allow encashment of leaves | grant leaves as per its policy.
4. Mr Nammalvar will not be entitled to sitting fees for attending meetings of the Board 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 and | or Committees thereof.
5. 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 applicable provisions of the Companies Act, 1956 | the Companies Act, 2013. Provided,
however, that in the event of absence or inadequacy of profit, Mr Nammalvar will be paid remuneration within the limit of
minimum remuneration specified in Schedule V to the Companies Act, 2013.
6. Mr Nammalvar will be entitled to reimbursement of expenses incurred by him in connection with the business of the Company.
7. Mr Nammalvar may resign office, subject to three months’ notice.
8. Mr Nammalvar will be entitled to compensation in accordance with the applicable provision of the Companies Act, 1956
and Companies Act, 2013, in the event of termination of office.
9. 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 Courts of Valsad only.
10. Both the parties agree for exclusive jurisdiction of Courts at Valsad only.
The Board considers that his continued association would be of immense benefit to the Company. Accordingly, the Board
recommends the Resolution in relation to appointment of Mr Nammalvar for the approval by the Members.