Page 380 - Tata Chemical Annual Report_2022-2023

(vi) The Company will take an appropriate Directors’ G. Other Terms of Appointment: resign as trustee of any trust connected with The above may be treated as a written memorandum setting
and Officers’ Liability Insurance Policy and pay the i. The terms and conditions of the said re-appointment the Company. out the terms of appointment of Mr. Mukundan under Section
premiums for the same. It is intended to maintain may be altered and varied from time to time by the 190 of the Act.
such insurance cover for the entire Term, subject to Board as it may in its discretion deem fit, irrespective • the Managing Director & CEO shall not without None of the Directors or KMP of the Company or their respective
the terms of such policy in force for time to time. the consent of the Company at any time
of the limits stipulated under Schedule V of the Act thereafter represent himself as connected relatives, except Mr. Mukundan and his relatives, are concerned
C. Commission: Such remuneration by way of commission, or any amendments made hereafter in this regard, in with the Company or any of its subsidiaries or or interested, financially or otherwise, in the resolution set out
in addition to the salary and perquisites and allowances such manner as may be agreed to between the Board associate companies. at Item No. 5 of the accompanying Notice.
payable, calculated with reference to the net profits of the and the Managing Director & CEO, subject to such Disclosures as required under Regulation 36(3) of the SEBI Listing
Company in a particular financial year, as may be determined approvals as may be required. vii. All Personnel Policies of the Company and the Regulations and Secretarial Standard - 2 on General Meetings
by the Board of the Company at the end of each financial ii. The Managing Director & CEO shall not become related rules which are applicable to other issued by the Institute of Company Secretaries of India are
year, subject to the overall ceilings stipulated in Section interested or otherwise concerned, directly or employees of the Company shall also be applicable annexed to this Notice.
197 of the Companies Act, 2013 or any modification or through his spouse and/or children, in any selling to the Managing Director & CEO, unless specifically
enactment thereof. The specific amount payable to the agency of the Company. provided otherwise. Item No. 6
Managing Director & CEO will be based on performance as Pursuant to Section 148 of the Act read with the Companies
evaluated by the Nomination and Remuneration Committee iii. This appointment may be terminated by either party viii. If and when the Agreement expires or is terminated (Cost Records and Audit) Rules, 2014, as amended from time
or the Board and will be payable annually. by giving to the other party six months’ notice of for any reason whatsoever, the appointee will cease to to time, the Company is required to have the audit of its cost
such termination or the Company paying six months’ be the Managing Director & CEO and also cease to be records conducted by a Cost Accountant in practice. Further, the
D. Incentive Remuneration: In case where the net profits of remuneration in lieu of the notice. a Director. If at any time, the appointee ceases to be a remuneration payable to the Cost Auditors as recommended by
the Company are inadequate for payment of profit-linked Director of the Company for any reason whatsoever, the Audit Committee and approved by the Board must be ratified
commission in any financial year, incentive remuneration iv. The employment of the Managing Director & CEO he shall cease to be the Managing Director & CEO and by the Members of the Company.
may be paid upto an amount not exceeding 200% of Basic may be terminated by the Company without notice the Agreement shall forthwith terminate. If at any
Salary paid at the discretion of the Board and subject or payment in lieu of notice: time, the appointee ceases to be in the employment The Board of Directors, on the recommendation of the Audit
to further approvals as may be required. This incentive • if the Managing Director & CEO, is found guilty of the Company for any reason whatsoever, he shall Committee, has approved the appointment of D. C. Dave &
remuneration would be payable subject to the achievement of any gross negligence, default or misconduct cease to be a Director and the Managing Director & Co. (Firm Registration No. 000611), as the Cost Auditors of
the Company to conduct audit of the cost records of the
of certain performance criteria and such other parameters in connection with or affecting the business Company for the financial year ending March 31, 2024 at a
as may be considered appropriate from time to time by of the Company or any subsidiary or associate CEO of the Company. remuneration of ` 8,50,000 plus applicable taxes and out-of-
the Board. company to which he is required by the ix. The terms and conditions of re-appointment with pocket expenses.

An indicative list of factors that may be considered Agreement to render services; or the Managing Director & CEO also include clauses Accordingly, consent of the Members is sought by way of an
for determining the extent of commission/incentive • in the event of any serious repeated or continuing pertaining to adherence with the Tata Code of Ordinary Resolution as set out at Item No. 6 of the accompanying
remuneration, by the Board which will be payable annually breach (after prior warning) or non-observance Conduct, no conflict of interest with the Company, Notice for ratification of the remuneration amounting to
after the Annual Accounts have been approved, are: protection and use of Intellectual Properties, ` 8,50,000 plus applicable taxes and out-of-pocket expenses
by the Managing Director & CEO, of any of the
i. Company performance on certain defined qualitative stipulations contained in the Agreement to non-solicitation post termination of agreement and payable to the Cost Auditors for the financial year ending
March 31, 2024.
and quantitative parameters as may be decided by be executed between the Company and the maintenance of confidentiality.
the Board from time to time. Managing director & CEO; or Mr. Mukundan satisfies all the conditions set out in Part I of None of the Directors or KMP of the Company and their
ii. Industry benchmarks of remuneration. • in the event the Board expresses its loss of Schedule V to the Act as also conditions set out under Section respective relatives are concerned or interested, financially
or otherwise, in the resolution set out at Item No. 6 of the
iii. Performance of the individual. confidence in the Managing Director & CEO. 196 of the Act for being eligible for his appointment. He is not accompanying Notice.
disqualified from being appointed as Director in terms of Section
E. Minimum Remuneration: Notwithstanding anything v. In the event the Managing Director & CEO is not in 164 of the Act. By Order of the Board of Directors
to the contrary herein contained, where in any financial a position to discharge his official duties due to any
year during the currency of the tenure of the Managing physical or mental incapacity, the Board shall be Having regard to the qualifications, experience and knowledge, Rajiv Chandan
Director & CEO, the Company has no profits or its profits entitled to terminate his contract on such terms as the the Board is of the view that the re-appointment of Mr. Mukundan Chief General Counsel & Company Secretary
FCS 4312
are inadequate, the Company will pay to the Managing Board may consider appropriate in the circumstances. as Managing Director & CEO will be beneficial to the functioning Mumbai, May 23, 2023
Director & CEO remuneration by way of Salary, Benefits, vi. Upon the termination by whatever means of and future growth opportunities of the Company and the Registered Office:
Perquisites and Allowances, and Incentive Remuneration employment of the Managing Director & CEO: remuneration payable to him is commensurate with his abilities Tata Chemicals Limited
as specified above. and experience. Bombay House,
• the Managing Director & CEO shall immediately 24 Homi Mody Street, Fort,
F. Insurance: The Company will take an appropriate Directors’ Accordingly, the Board commends the Ordinary Resolution as
and Officers’ Liability Insurance Policy and pay the premiums cease to hold office held by him in any set out at Item No. 5 of the accompanying Notice in relation to Mumbai - 400 001
CIN: L24239MH1939PLC002893
for the same. It is intended to maintain such insurance cover subsidiaries or associate companies without the appointment of Mr. Mukundan as Managing Director & CEO Tel. No: + 91 22 6665 8282
for the entire period of re-appointment, subject to the terms claim for compensation for loss of office by for a period of 5 years commencing from November 26, 2023 to Email: investors@tatachemicals.com
of such policy in force from time to time. virtue of Section 167(1)(h) of the Act and shall Website: www.tatachemicals.com
November 25, 2028 for the approval of the shareholders.

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