Page 274 - Tata_Chemicals_yearly-reports-2017-18
P. 274

during the normal business hours on any working day (except   The principal terms and conditions of Mr. Langrana’s appointment as
          Saturday) and will also be kept at the venue during the AGM. The   the Executive Director (hereinafter referred to as ‘Mr. Langrana’ or the
          same shall also be made available on the website of the Company at    ‘the Executive Director’) are as follows:
          www.tatachemicals.com
                                                              Period of Appointment: From 1 April, 2018 upto 31 March, 2023
          Accordingly, the Board commends the Ordinary Resolution as set   (both days inclusive).
          out at Item No. 5 of the accompanying Notice in relation to the
                                                              Duties and Powers
          appointment of Ms. Kaicker as an Independent Director for a period
          of 5 years commencing from 1 April, 2018 to 31 March, 2023 for the   (i)   The Executive Director shall devote his whole time and attention
          approval of the Members.                                 to the business of the Company and carry out such duties as
                                                                   may be entrusted to him by the Managing Director and/or the
          Except Ms. Kaicker, none of the Directors or Key Managerial Personnel
                                                                   Board from time to time and separately communicated to him
          (KMP) of the Company and their relatives is concerned or interested,
                                                                   and exercise such powers as may be assigned to him, subject
          financially or otherwise, in the resolution set out at Item No. 5 of the
                                                                   to superintendence, control and directions of the Board in
          accompanying Notice. Ms. Kaicker is not related to any other Director
                                                                   connection with and in the best interests of the business of the
          or KMP of the Company.
                                                                   Company and the business of any one or more of its associated
          Item Nos. 6 and 7                                        companies and/or joint ventures and/or subsidiaries, including
                                                                   performing duties as assigned by the Managing Director and/
          At the Board Meeting of the Company held on 23 March, 2018,
                                                                   or the Board from time to time by serving on the boards of
          the Board had, based on the recommendations of the Nomination
                                                                   such associated companies and/or joint ventures and/or
          and Remuneration Committee and subject to the approval of the   subsidiaries or any other executive body or any committee of
          Members, appointed Mr. Zarir Langrana as Executive Director of the
                                                                   such a company.
          Company for a period of 5 years commencing from 1 April, 2018 to
          31 March, 2023, in accordance with the provisions of Sections 196 and   (ii)   The Executive Director shall not exceed the powers so
          197 read with Schedule V of the Act.                     delegated by the Managing Director and/or Board pursuant to
                                                                   clause (i) above.
          Mr. Langrana was appointed as an Additional Director of the
          Company with effect from 1 April, 2018 by the Board of Directors. In   (iii)   The Executive Director undertakes to employ the best of his
          terms of Section 161(1) of the Act, Mr. Langrana holds office upto the   skills and abilities to make his utmost endeavours to promote
          date of this Annual General Meeting but is eligible for appointment   the interests and welfare of the Company and to conform
          as a Director. The Company has received a Notice from a Member in   to and comply with the directions and regulations of the
          writing under Section 160(1) of the Act proposing his candidature for   Company and all such orders and directions as may be given
          the office of Director.                                    to him from time to time by the Managing Director and/or the
                                                                   Board.
          Mr. Zarir Langrana, aged 59 years, heads the Global Chemicals Business
          of the Company and is responsible for operations and growth of the   Remuneration
          inorganic chemicals business and the new ventures in Nutritional
                                                              A.   Salary:  `  5,00,000 per month in the scale of  `  5,00,000 to
          Solutions and Silica.
                                                                   `  8,00,000 per month. The annual increments which will be
          In the past, Mr. Langrana has headed the global marketing and   effective 1 April each year (starting from April 2019) will be
          strategy function overseeing and directing all sales and marketing   decided by the Board based on the recommendations of
          plans, developments, growth and new product activities and   the Nomination and Remuneration Committee and will be
          processes in these two areas for its global chemicals business across   merit-based and take into account the Company’s performance
          the four continents where it operates. In addition, Mr. Langrana has   as well.
          led the post-merger integration programmes within the chemical
                                                              B.   Benefits, Perquisites, Allowances: In addition to the basic
          business. In the past, he headed the corporate strategy and business
                                                                   salary referred to in (A) above, the Executive Director shall be
          development function and has been a key player in the global inorganic
                                                                   entitled to:
          growth of the business and in the M&A process. He has been with
          Tata Chemicals for over thirty years, having been inducted through the       (i)    Rent-free residential accommodation (furnished or
          Tata Administrative Services.                                otherwise) with the Company bearing the cost of
                                                                       repairs, maintenance, society charges and utilities
          Mr. Langrana is an economics graduate from the University of Madras
                                                                       (e.g. gas, electricity and water charges) for the said
          and holds a post graduate qualification in business management from
                                                                       accommodation.
          XLRI, Jamshedpur. Mr. Langrana has attended advanced executive
          development programmes at Harvard Business School and other   OR
          institutions.
                                                                       House Rent, House Maintenance and Utility Allowances
          Mr. Langrana is an active participant in various industry bodies and   aggregating 85% of the annual basic salary in case
          trade associations in the country and abroad. He serves on the Board   residential accommodation is not provided by the
          of overseas subsidiaries of the Company.                     Company.


          272 Annual Report 2017-18
   269   270   271   272   273   274   275   276   277   278   279