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Atul Ltd | Annual Report 2017-18

The material terms of the draft Agreement are as under:

I.

Responsibilities:

Mr Lalbhai will carry out the functions entrusted to him by the Board subject to the superintendence, direction and control

of the Board. Certain special powers relating to the Management are conferred on him and enumerated in the draft

Agreement.

II. Tenure:

The period of office of Mr Lalbhai will be for 5 years from July 01, 2019 to June 30, 2024.

III. Remuneration:

During the tenure of Mr Lalbhai, he will be paid remuneration as below:

1) Basic Salary of

`

11,94,750 (Rupees eleven lakhs ninety four thousand seven hundred and fifty only) per month. The

Basic Salary may be increased from time to time by the Nomination and Remuneration Committee at its absolute

discretion within the contractual period of 5 years; however, the maximum Basic Salary payable will not exceed

`

30,00,000 (Rupees thirty lakhs only) per month.

2) Perquisites

a) Housing: the Company will provide furnished residential accommodation with gas, water and electricity, or pay

House Rent Allowance as per its policy.

b) Furnishing: the Company will provide furniture and fixtures as per its policy.

c) Medical reimbursement: the Company will reimburse medical expenses for self and family incurred as per

its policy.

d) Leave travel assistance: the Company will provide leave travel assistance for self and family once in a year as per

its policy.

e) Group accident insurance: the Company will provide group accident insurance of sum assured up to

`

50 cr.

f)

Club fees: the Company will reimburse annual fees for up to two clubs.

g) Car: the Company will provide a car at its entire cost as per its policy.

h) Car driver wages | fuel | maintenance: the Company will reimburse for car driver wages, fuel and maintenance

as per its policy.

i)

Communication devices: the Company will provide a landline telephone at residence and other communication

devices at its entire cost as per its policy.

3) Retirals

a) The Company will contribute towards Provident Fund and Superannuation Fund provided that such contribution

either singly or put together does not exceed the limit prescribed under Section 36(I)(iv) of Income Tax Act, 1961

read with Rule 87 of Income Tax Rules, 1962.

b) 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.

c) The Company will grant on full pay and allowances leave, not exceeding 1 month for every 11 months of service.

Unavailed accumulated leaves lying unencashed may also be carried forward to the next tenure, if any.

4) Commission

The Company will pay commission at the rate of 1% of net profit of the Company provided that the commission

will not exceed 60 months Basic Salary. When payable for the part of the year, commission will be payable on

pro-rata basis.

IV.

Mr Lalbhai 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.

V.

The above remuneration 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 Section 198 and any other applicable provisions of the Companies Act, 2013. Provided, however, that in the event of

absence or inadequacy of profit, Mr Lalbhai will be paid minimum remuneration subject to Schedule V of the Companies

Act, 2013.

VI.

A rateable proportion of the aforesaid remuneration will be payable by the Company, in the event of cessation of office

during any financial year.