Atul Ltd 2013-14

59 (iii) The Company will allow encashment of leaves | grant leaves as per its policy. 4. Mr Mohanan will not be entitled to sitting fees for attending meetings of the Board and | or Committees thereof. He will, however, be reimbursed the actual travelling, lodging, boarding and out of pocket expenses incurred by him for attending meetings of the Board or Committees thereof. 5. The remuneration referred in Clause 4 and any alteration thereof from time to time is subject to the overall limit of 5% of the annual net profits of the Company and subject further to the overall limit of 10% of the annual net profits of the, Company as computed under the applicable provisions of the Companies Act, 1956 | the Companies Act, 2013. Provided, however, that in the event of absence or inadequacy of profit, Mr Mohanan will be paid remuneration within the limit of minimum remuneration specified in Schedule V to the Companies Act, 2013. 6. Mr Mohanan will be entitled to reimbursement of expenses incurred by him in connection with the business of the Company. 7. Mr Mohanan may resign office, subject to three months’ notice. 8. Mr Mohanan will be entitled to compensation in accordance with the applicable provision of the Companies Act, 1956 and Companies Act, 2013, in the event of termination of office. 9. In the event of any dispute or difference arising out of this Agreement between the parties, such dispute or difference will be referred to arbitration in accordance with the provisions of The Arbitration and Conciliation Act, 1996 or any statutory modification or substitute thereof and all the provisions of that Act so far as are applicable or of any of them for the time being in force will apply to every reference thereof. The venue of the arbitration will be Courts at Valsad only. 10. Both the parties agree for exclusive jurisdiction of Courts at Valsad only. The Board considers that his continued association would be of immense benefit to the Company. Accordingly, the Board recommends the Resolution in relation to appointment of Mr Mohanan as Whole-time Director, for the approval by the Members. Memorandum of interest The nature of the concern or interest of Mr Mohanan, Whole-time Director, is that the above Resolution pertains to his Agreement with the Company and he will be receiving the remuneration as stated therein, if approved. None of the other Directors or Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the said Resolution. The above statement may be treated as an abstract of the terms and memorandum of interest under Section 102 of the Companies Act, 2013. Item No 12 The Board of Directors (Board) in the meeting held on March 28, 2014 appointed Mr S Nammalvar, President, Technology Unit of the Company as an Alternate Director to Mr B N Mohanan, Whole-time Director as Mr Mohanan was to be away for more than three months from the State of Maharashtra for his medical treatment. Mr Nammalvar continued to be a full time employee and consequently became a Whole-time Director subject to the approval of the Members. The terms of appointment of Mr Nammalvar are in accordance with the applicable provisions of the Companies Act, 1956 and the Companies Act, 2013. Brief resume of Mr Nammalvar is given below: Name Mr S Nammalvar Date of birth May 27, 1954 Brief résumé Mr S Nammalvar joined the Company in 2011 as President, Technology Unit. His responsibilities include heading technology and manufacturing functions of the Company. Mr Nammalvar has over 34 years of experience in various functions and has held leadership positions for over 20 years in companies belonging to Petrochemical, Pharmaceutical and Polymer industries in India and abroad. Mr Nammalvar holds ME degree in Chemical Engineering from Annamalai University and Post Graduate Diploma in Business Management from the University of Pune. Directorship in other companies Nil Membership in committees of other companies Nil Number of shares held in the Company 200