79 / 168
77
c.
Variable pay as per policy of the Company.
d. Perquisites
i)
Housing: the Company will provide residential accommodation with water, electricity, or pay House Rent
Allowance as per its policy.
ii) Furnishing: the Company will provide furniture and fixtures as per its policy.
iii) Medical reimbursement: the Company will reimburse medical expenses incurred as per its policy.
iv) Leave travel assistance: the Company will provide leave travel assistance for self and family once in a year as per
its policy.
v) Personal accident insurance | Medical insurance: the Company will provide personal accident insurance and
medical insurance as per its policy.
vi) Car: the Company will provide a car at its entire cost as per its policy.
vii) Car driver wages | Fuel | Maintenance: the Company will reimburse for car driver wages, fuel and maintenance
as per its policy.
viii) Communication devices: the Company will provide a landline telephone at his residence and mobile telephone
as per its policy.
e.
Retirals
i)
The Company will contribute towards Provident Fund and Superannuation 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.
04. Mr Gopi Kannan will not be entitled to sitting fees for attending meetings of the Board and | 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 or Committees thereof.
05. The remuneration referred in Clause 03 and any alteration thereof from time to time is subject to the overall limit of 5%
of the annual net profit of the Company and subject further to the overall limit of 10% of the annual net profit of the
Company as computed under the applicable provisions of the Companies Act, 2013. Provided, however, that in the event
of absence or inadequacy of profit, Mr Gopi Kannan will be paid remuneration within the limit of minimum remuneration
specified in Schedule V to the Companies Act, 2013.
06. Mr Gopi Kannan will be entitled to reimbursement of expenses incurred by him in connection with the business of the
Company.
07. Mr Gopi Kannan may resign office subject to six months’ notice.
08. Mr Gopi Kannan will be entitled to compensation in accordance with the applicable provisions of the Companies Act, 2013,
in the event of termination of office.
09. 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 Courts at Valsad only.
10. Both the parties agree for exclusive jurisdiction of Courts at Valsad only.
The Board considers that his association will be of immense benefit to the Company. Accordingly, the Board recommends
the Resolution in relation to appointment of Mr Gopi Kannan as a Director and also recommends his appointment as a
Whole-time Director for five years, for the approval by the Members.
Memorandum of interest
The nature of the concern or interest of Mr Gopi Kannan, Whole-time 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 or Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise,
in the said Resolution.
The above statement may be treated as an abstract of the terms and memorandum of interest under Section 102 of the
Companies Act, 2013.