Page 278 - Tata_Chemicals_yearly-reports-2017-18

G. Other Terms of Appointment: vii. All Personnel Policies of the Company and the related
rules which are applicable to other employees of the
i. The terms and conditions of the said appointment may
Company shall also be applicable to the Managing
be altered and varied from time to time by the Board
Director & CEO, unless specifically provided otherwise.
as it may in its discretion deem fit, irrespective of the
limits stipulated under Schedule V of the Act or any viii. If and when the Agreement expires or is terminated
amendments made hereafter in this regard, in such for any reason whatsoever, the appointee will cease to
manner as may be agreed to between the Board and be the Managing Director & CEO and also cease to be
the Managing Director & CEO, subject to such approvals a Director. If at any time, the appointee ceases to be a
as may be required. Director of the Company for any reason whatsoever,
he shall cease to be the Managing Director & CEO and
ii. The Managing Director & CEO shall not become
the Agreement shall forthwith terminate. If at any time,
interested or otherwise concerned, directly or through
the appointee ceases to be in the employment of the
his spouse and/or children, in any selling agency of the
Company for any reason whatsoever, he shall cease to
Company.
be a Director and the Managing Director & CEO of the
iii. This appointment may be terminated by either party Company.
by giving to the other party six months’ notice of
ix. The terms and conditions of re-appointment with the
such termination or the Company paying six months’
Managing Director & CEO also includes adherence with
remuneration in lieu of the notice.
the Tata Code of Conduct, no conflict of interest with the
iv. The employment of the Managing Director & CEO Company, protection and use of Intellectual Properties,
may be terminated by the Company without notice or non-solicitation post termination of agreement and
payment in lieu of notice: maintenance of confidentiality.
ʀ if the Managing Director & CEO, is found guilty Mr. Mukundan satisfies all the conditions set out in Part-I of
of any gross negligence, default or misconduct in Schedule V of the Act as also conditions set out under Section 196(3)
connection with or affecting the business of the of the Act for being eligible for his appointment. He is not disqualified
Company or any subsidiary or associate company from being appointed as Director in terms of Section 164 of the Act.
to which he is required by the Agreement to
Having regard to the qualification, experience and knowledge, the
render services; or
Directors are of the view that the re-appointment of Mr. Mukundan
ʀ in the event of any serious repeated or continuing as Managing Director & CEO will be beneficial to the functioning and
breach (after prior warning) or non-observance future growth opportunities of the Company and the remuneration
by the Managing Director & CEO, of any of the payable to him is commensurate with his abilities and experience.
stipulations contained in the Agreement to
Accordingly, the Board commends the Ordinary Resolution as set
be executed between the Company and the
out at Item No. 9 of the accompanying Notice in relation to the
Managing Director & CEO; or
appointment of Mr. Mukundan as Managing Director & CEO for
ʀ in the event the Board expresses its loss of a period of 5 years commencing from 26 November, 2018 to
confidence in the Managing Director & CEO. 25 November, 2023 for the approval of the Members pursuant to the
provisions of Sections 196, 197 and 198 read with Schedule V of the
v. In the event the Managing Director & CEO is not in a
Act.
position to discharge his official duties due to any
physical or mental incapacity, the Board shall be entitled The above may be treated as a written memorandum setting out the
to terminate his contract on such terms as the Board terms of appointment of Mr. Mukundan under Section 190 of the Act.
may consider appropriate in the circumstances.
Except Mr. Mukundan, none of the Directors or Key Managerial
vi. Upon the termination by whatever means of Personnel of the Company and their relatives is in any way concerned
employment of the Managing Director & CEO: or interested, financially or otherwise, in the resolution set out at Item
No. 9 of the accompanying Notice. Mr. Mukundan is not related to any
ʀ the Managing Director & CEO shall immediately
other Director or KMP of the Company.
cease to hold office held by him in any
subsidiaries or associate companies without Item No. 10
claim for compensation for loss of office by virtue
At the AGM of the Company held on 26 August, 2013, the
of Section 167(1)(h) of the Act and shall resign as
Members had approved of the payment of commission to the Non
trustee of any trust connected with the Company.
Executive Directors and Independent Directors of the Company
ʀ the Managing Director & CEO shall not without (other than the Managing Director and/or Whole-time Directors)
the consent of the Company at any time not exceeding one percent per annum of the net profits of the
thereafter represent himself as connected with Company for a period of five years commencing from 1 April, 2013.
the Company or any of its subsidiaries or associate It is proposed to continue with the payment of Commission to
companies. the Non Executive Directors and Independent Directors of the

276 Annual Report 2017-18