Page 276 - Tata_Chemicals_yearly-reports-2017-18

or associate companies without claim for Item No. 8
compensation for loss of office by virtue of
At the AGM held on 21 August, 2014, the Members of the
Section 167(1)(h) of the Act and shall resign as
Company had approved of the re-appointment and terms of
trustee of any trust connected with the Company.
remuneration of Mr. R. Mukundan, Managing Director of the
ʀ the Executive Director shall not without the Company for a period of 5 years from 26 November, 2013 upto
consent of the Company at any time thereafter 25 November, 2018, including, inter alia, salary scale of ` 5,50,000 per
represent himself as connected with the month to ` 8,00,000 per month, with authority to the Board to fix his
Company or any of its subsidiaries or associate salary within the above mentioned scale.
companies.
Taking into consideration the remaining tenure of appointment of
vii. All Personnel Policies of the Company and the related Mr. Mukundan, size of the Company and the responsibilities cast on
rules which are applicable to other employees of the Mr. Mukundan, Managing Director, on the recommendation of the
Company shall also be applicable to the Executive Nomination and Remuneration Committee of the Board, the Board
Director, unless specifically provided otherwise. at its meeting held on 18 May, 2018 has, subject to the approval of
the Members of the Company, revised the upper limit of the scale of
viii. If and when the Agreement expires or is terminated for
salary from ` 8,00,000 per month to ` 9,00,000 per month with effect
any reason whatsoever, the appointee will cease to be
from 1 April, 2018 upto the remaining tenure of his appointment
the Executive Director and also cease to be a Director.
i.e. upto 25 November, 2018, with proportionate increase in the
If at any time, the appointee ceases to be a Director of
benefits related to his salary. All other terms and conditions of
the Company for any reason whatsoever, he shall cease
to be the Executive Director and the Agreement shall re-appointment of Mr. R. Mukundan, Managing Director of the
Company, as approved at the AGM of the Company held on
forthwith terminate. If at any time, the appointee ceases
21 August, 2014, remain unchanged.
to be in the employment of the Company for any reason
whatsoever, he shall cease to be a Director and the The aggregate of the remuneration as aforesaid shall be within
Executive Director of the Company. the maximum limits as laid down under Section 197 and all other
applicable provisions, if any, of the Act read with Schedule V as
ix. The terms and conditions of appointment of the
amended and as in force from time to time.
Executive Director also includes adherence with the
Tata Code of Conduct, no conflict of interest with the In compliance with the provisions of Sections 197, 198 read with
Company, protection and use of Intellectual Properties, Schedule V and other applicable provisions of the Act, the revised
non-solicitation post termination of agreement and terms of remuneration specified above are now being placed before
maintenance of confidentiality. the Members for their approval.
Mr. Langrana satisfies all the conditions set out in Part-I of The Directors are of the view that the remuneration payable to
Schedule V of the Act as also conditions set out under Section 196(3) Mr. R. Mukundan as Managing Director is commensurate with his
of the Act for being eligible for his appointment. He is not disqualified abilities and experience, and accordingly, commend the resolution
from being appointed as Director in terms of Section 164 of the Act. at Item No. 8 of the accompanying Notice for approval of the Members
of the Company.
Having regard to the qualifications, experience and knowledge, the
Directors are of the view that the appointment of Mr. Langrana as Other than Mr. R. Mukundan, none of the Directors or Key Managerial
Executive Director will be beneficial to the functioning and future Personnel (KMP) or relatives of Directors and KMP is in any way
growth opportunities of the Company and the remuneration payable concerned or interested, financially or otherwise, in the resolution at
to him is commensurate with his abilities and experience. Item No. 8 of the accompanying Notice.
Accordingly, the Board commends the Ordinary Resolutions as set out Mr. R. Mukundan is not related to any other Director or KMP of the
at Item Nos. 6 and 7 of the accompanying Notice in relation to the Company.
appointment of Mr. Langrana as an Executive Director for a period of
Item No. 9
5 years from 1 April, 2018 to 31 March, 2023 for the approval of the
Members pursuant to the provisions of Sections 196, 197 and198 read At the AGM held on 21 August, 2014, the Members of the
with Schedule V of the Act. Company had approved of the re-appointment and terms of
remuneration of Mr. R. Mukundan, Managing Director of the
The above may be treated as a written memorandum setting out the
Company for a period of 5 years from 26 November, 2013 upto
terms of appointment of Mr. Zarir Langrana under Section 190 of the
25 November, 2018, including, inter alia, salary scale of ` 5,50,000 per
Act.
month to ` 8,00,000 per month, with authority to the Board to fix his
Except Mr. Langrana, none of the Directors or Key Managerial salary within the above mentioned scale.
Personnel of the Company and their relatives is concerned or
Based on the recommendations of the Nomination and Remuneration
interested, financially or otherwise, in the resolutions set out at Item
Committee, the Board has, vide resolution passed on 18 May, 2018,
Nos. 6 and 7 of the accompanying Notice. Mr. Langrana is not related
re-appointed Mr. Mukundan as the Managing Director & CEO of the
to any other Director or KMP of the Company.
Company for a period commencing from 26 November, 2018 upto
25 November, 2023, subject to approval of the Members.
274 Annual Report 2017-18