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(ii) Following other facilities as per the Rules of the during the currency of the tenure of the Executive Director,
Company: the Company has no profits or its profits are inadequate, the
a. Hospitalization and major medical expenses; Company will pay to the Executive Director remuneration
by way of Salary, Benefits, Perquisites and Allowances and
b. Car facility;
Incentive Remuneration as specified above.
c. Telecommunication facilities;
d. Housing Loan F. Insurance: The Company will take an appropriate Directors’
and Officers’ Liability Insurance Policy and pay the premiums
(iii) Other Perquisites and Allowances: for the same. It is intended to maintain such insurance cover for

Other Perquisites and Allowances including Medical the entire period of appointment, subject to the terms of such
Allowance, Leave Travel Concession/Allowance, policy in force from time to time.
Other Allowances (including any special allowance), G. Other Terms of Appointment:
Personal Accident Insurance Premium and Annual Club
Membership Fees subject to a maximum of 55% of the i. The terms and conditions of the said appointment may
be altered and varied from time to time by the Board
annual basic salary.
as it may in its discretion deem fit, irrespective of the
(iv) Contribution to Provident Fund, Superannuation Fund limits stipulated under Schedule V of the Act or any
or Annuity Fund and Gratuity Fund as per the Rules of amendments made hereafter in this regard, in such
the Company. manner as may be agreed to between the Board and
the Executive Director, subject to such approvals as may
(v) The Executive Director shall be entitled to leave in
be required.
accordance with the Rules of the Company. Privilege
Leave earned but not availed by the Executive Director ii. The Executive Director shall not become interested or
is encashable in accordance with the Rules of the otherwise concerned, directly or through his spouse
Company. and/ or children, in any selling agency of the Company.

C. Commission: Such remuneration by way of commission, in iii. This appointment may be terminated by either party
addition to the salary and perquisites and allowances payable, by giving to the other party six months’ notice of
calculated with reference to the net profits of the Company in such termination or the Company paying six months’
a particular financial year, as may be determined by the Board remuneration in lieu of the notice.
of the Company at the end of each financial year, subject to iv. The employment of the Executive Director may be
the overall ceilings stipulated in Section 197 of the Companies terminated by the Company without notice or payment
Act, 2013 or any modification(s) or the re-enactment(s) thereof. in lieu of notice:
The specific amount payable to the Executive Director will be
based on performance as evaluated by the Nomination and ʀ if the Executive Director, is found guilty of any
Remuneration Committee or the Board and will be payable gross negligence, default or misconduct in
annually. connection with or affecting the business of the
Company or any subsidiary or associate company
D. Incentive Remuneration: In case where the net profits of to which he is required by the Agreement to
the Company are inadequate for payment of profit-linked render services; or
commission in any financial year, incentive remuneration may
ʀ in the event of any serious repeated or
be paid upto an amount not exceeding 200% of Basic Salary
continuing breach (after prior warning) or
paid at the discretion of the Board. This incentive remuneration
non-observance by the Executive Director, of any
would be payable subject to the achievement of certain of the stipulations contained in the Agreement
performance criteria and such other parameters as may be
to be executed between the Company and the
considered appropriate from time to time by the Board.
Executive Director; or
An indicative list of factors that may be considered for
ʀ in the event the Board expresses its loss of
determining the extent of commission/incentive remuneration,
confidence in the Executive Director.
by the Board which will be payable annually after the Annual
Accounts have been approved, are: v. In the event the Executive Director is not in a position
to discharge his official duties due to any physical
i. Company performance on certain defined qualitative or mental incapacity, the Board shall be entitled to
and quantitative parameters as may be decided by the terminate his contract on such terms as the Board may
Board from time to time. consider appropriate in the circumstances.
ii. Industry benchmarks of remuneration. vi. Upon the termination by whatever means of
iii. Performance of the individual. employment of the Executive Director:
ʀ the Executive Director shall immediately cease
E. Minimum Remuneration: Notwithstanding anything to
to hold office held by him in any subsidiaries
the contrary herein contained, where in any financial year
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