Page 268 - Tata_Chemicals_yearly-reports-2017-18

8. Revision in the terms of remuneration of Mr. R. Mukundan, said re-appointment and remuneration in such manner as may
Managing Director be agreed to between the Board and Mr. Mukundan.

To consider and if thought fit, to pass the following resolution RESOLVED FURTHER THAT the Board be and is hereby
as an Ordinary Resolution: authorised to take all such steps as may be necessary, proper
and expedient and to do any acts, deeds, matters and things to
“RESOLVED THAT in partial modification of Resolution No. 10
give effect to this resolution.”
passed at the Annual General Meeting of the Company held
on 21 August, 2014 for the re-appointment and terms of 10. Payment of commission to Non-Executive Directors
remuneration of Mr. R. Mukundan (DIN: 00778253) as Managing
Director of the Company and pursuant to the provisions of To consider and if thought fit, to pass the following resolution
as an Ordinary Resolution:
Sections 197, 198 read with Schedule V and other applicable
provisions of the Companies Act, 2013, the Companies “RESOLVED THAT pursuant to the provisions of Section 197
(Appointment and Remuneration of Managerial Personnel) and any other applicable provisions of the Companies Act,
Rules, 2014 [including any statutory modification(s) or 2013 (‘the Act’) [including any statutory modification(s) or
re-enactment(s) thereof] and such other approvals, re-enactment(s) thereof], consent of the Company be and
permissions and sanctions as may be required, consent of the is hereby accorded to the payment of commission to the
Company be and is hereby accorded to the revision in terms Non-Executive Director and Independent Directors of
of remuneration of Mr. R. Mukundan, Managing Director,
the Company (other than the Managing Director and/or
by increasing the upper limit of the scale of salary from Whole-time Directors) to be determined by the Board of
` 8,00,000 per month to ` 9,00,000 per month with authority
Directors for each Non-Executive Director and Independent
to the Board of Directors (hereinafter referred to as ‘the Board’,
Director for each financial year and distributed between such
which term shall be deemed to include any Committee of
Directors in such a manner as the Board of Directors may from
the Board constituted to exercise its powers, including the
time to time determine within the overall maximum limit of 1%
powers conferred by this Resolution) to fix his salary within
(one percent) per annum or such other percentage as may be
such maximum amount, increasing thereby, proportionately,
specified by the Act from time to time in this regard, of the net
all benefits related to the quantum of salary, with effect from
profits of the Company, to be calculated in accordance with
1 April, 2018 upto the remainder period of the tenure of his
the provisions of Section 198 of the Act.
appointment i.e. 25 November, 2018.
RESOLVED FURTHER THAT the above remuneration shall be
RESOLVED FURTHER THAT the Board be and is hereby in addition to fee payable to the Director(s) for attending the
authorised to take all such steps as may be necessary, proper
meetings of the Board or Committee thereof or for any other
and expedient to give effect to this resolution.”
purpose whatsoever as may be decided by the Board of
9. Re-appointment of Mr. R. Mukundan as Managing Director & Directors and reimbursement of expenses for participation in
CEO of the Company the Board and other meetings.”
To consider and if thought fit, to pass the following resolution 11. Ratification of remuneration of Cost Auditors
as an Ordinary Resolution:
To consider and if thought fit, to pass the following resolution
“RESOLVED THAT pursuant to the provisions of Sections 196, as an Ordinary Resolution:
197, 198 read with Schedule V and other applicable provisions
“RESOLVED THAT pursuant to the provisions of Section 148(3)
of the Companies Act, 2013 (‘the Act’), the Companies
(Appointment and Remuneration of Managerial Personnel) and other applicable provisions, if any, of the Companies Act,
Rules, 2014 [including any statutory modification(s) or 2013 and the Companies (Audit and Auditors) Rules, 2014
re-enactment(s) thereof] and such other approvals, [including any statutory modification(s) or re-enactment(s)
permissions and sanctions as may be required, consent of the thereof], the Company hereby ratifies the remuneration of
Company be and is hereby accorded to the re-appointment ` 9,00,000 per annum plus service tax, travel and out-of-pocket
and terms of remuneration of Mr. R. Mukundan (DIN: 00778253) expenses payable to Messrs D. C. Dave & Co., Cost Accountants
as the Managing Director & CEO of the Company for a period (Firm Registration No. 000611), who are appointed by the Board
of 5 years commencing from 26 November, 2018 upto of Directors as Cost Auditors of the Company to conduct cost
25 November, 2023, upon the terms and conditions (including audits relating to cost records of the Company for the year ending
the remuneration to be paid in the event of loss or inadequacy 31 March, 2019.
of profits in any financial year during the aforesaid period) as set RESOLVED FURTHER THAT the Board of Directors (including
out in the Explanatory Statement annexed to this Notice with
any Committee thereof) be and is hereby authorised to take all
liberty to the Board of Directors (hereinafter referred to as ‘the
such steps as may be necessary, proper and expedient to give
Board’, which term shall be deemed to include the Committee
effect to this resolution.”
of the Board) to alter and vary the terms and conditions of the

266 Annual Report 2017-18