Page 277 - Tata_Chemicals_yearly-reports-2017-18
P. 277

Mr. Mukundan, aged 51 years, is an MBA from FMS, Delhi University   Other Allowances (including any special allowance),
          and BE-Electrical Engineering from IIT, Roorkee. He has attended   Personal Accident Insurance Premium and Annual Club
          the Advanced Management Programme at Harvard Business        Membership Fees subject to a maximum of 55% of the
          School. He joined the Tata Administrative Service in 1990. He joined    annual basic salary.
          Tata Chemicals Limited in 2001 and has led various functions like
                                                                   (iv)    Contribution to Provident Fund, Superannuation Fund
          strategy and business development, corporate quality, corporate
                                                                       or Annuity Fund and Gratuity Fund as per the Rules of
          planning and manufacturing before taking over as the Chief
                                                                       the Company.
          Operating Officer of the chemicals business of the Company.
          He played an active role in the Company’s transformation efforts in      (v)   The Managing Director & CEO shall be entitled to leave
          2002, and also in the growth of domestic business as well as acquisition   in accordance with the Rules of the Company. Privilege
          of new facilities in United Kingdom, Kenya and United States. He   Leave earned but not availed by the Managing Director
          serves as Director on the Boards of certain Tata group companies. He   & CEO is encashable in accordance with the Rules of the
          also serves on executive committees of various industry forums viz.   Company.
          the Confederation of Indian Industry, Bombay Chamber of Commerce
                                                              C.   Commission: Such remuneration by way of commission, in
          and Industry, Employers’ Federation of India, All India Management
                                                                   addition to the salary and perquisites and allowances payable,
          Association, etc.
                                                                   calculated with reference to the net profits of the Company in
          The principal terms and conditions of Mr. Mukundan’s appointment   a particular financial year, as may be determined by the Board
          as the Managing Director & CEO (hereinafter referred to as    of the Company at the end of each financial year, subject to
          ‘Mr. Mukundan’ or ‘the Managing Director & CEO’) are as follows:  the overall ceilings stipulated in Section 197 of the Companies
                                                                   Act, 2013 or any modification(s) or enactment(s) thereof. The
          Period of Appointment: From 26 November, 2018 upto
                                                                   specific amount payable to the Managing Director & CEO will
          25 November, 2023 (both days inclusive).
                                                                   be based on performance as evaluated by the Nomination and
          Remuneration                                             Remuneration Committee or the Board and will be payable
                                                                   annually.
          A.  Salary:  `  9,00,000 per month in the scale of  `  8,00,000 to
              ` 15,00,000 per month. The annual increments which will be   D.  Incentive Remuneration: In case where the net profits of
              effective 1 April each year (starting from April 2019) will be   the Company are inadequate for payment of profit-linked
              decided by the Board based on the recommendations of the   commission in any financial year, incentive remuneration may
              Nomination and Remuneration Committee and will be merit-  be paid upto an amount not exceeding 200% of Basic Salary
              based and take into account the Company’s performance as   paid at the discretion of the Board. This incentive remuneration
              well.                                                would be payable subject to the achievement of certain
                                                                   performance criteria and such other parameters as may be
          B.   Benefits, Perquisites, Allowances:  In addition to the basic
                                                                   considered appropriate from time to time by the Board.
              salary referred to in (A) above, the Managing Director & CEO
              shall be entitled to:                                An indicative list of factors that may be considered for
                                                                   determining the extent of commission/incentive remuneration,
              (i)    Rent-free residential accommodation (furnished or
                                                                   by the Board which will be payable annually after the Annual
                   otherwise) with the Company bearing the cost of
                                                                   Accounts have been approved, are:
                   repairs, maintenance, society charges and utilities
                   (e.g. gas, electricity and water charges) for the said      i.   Company performance on certain defined qualitative
                   accommodation.                                      and quantitative parameters as may be decided by the
                                                                       Board from time to time.
                   OR
                                                                   ii.   Industry benchmarks of remuneration.
                   House Rent, House Maintenance and Utility Allowances
                   aggregating 85% of the annual basic salary in case      iii.   Performance of the individual.
                   residential accommodation is not provided by the
                                                              E.   Minimum  Remuneration:  Notwithstanding  anything
                   Company.
                                                                   to the contrary herein contained, where in any financial
              (ii)   Following other facilities as per the Rules of the   year during the currency of the tenure of the Managing
                   Company:                                        Director & CEO, the Company has no profits or its profits are
                   a.   Hospitalization and major medical expenses;  inadequate, the Company will pay to the Managing Director
                                                                   & CEO remuneration by way of Salary, Benefits, Perquisites and
                   b.   Car facility;
                                                                   Allowances, and 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.

                                                                                                     Notice  275
   272   273   274   275   276   277   278   279   280   281   282