111 V. The above remuneration and any alteration thereof from time to time is subject to the overall limit of 5% of the annual net profit of the Company and subject further to the overall limit of 10% of the annual net profit of the Company as computed under the applicable provisions of the Companies Act, 2013. Provided, however, that in the event of absence or inadequacy of profit, Mr Lalbhai will be paid minimum remuneration subject to Schedule V of the Companies Act, 2013. VI. A rateable proportion of the aforesaid remuneration will be payable by the Company, in the event of cessation of office during any financial year. VII. Mr Lalbhai will be entitled to reimbursement of expenses incurred by him in connection with the business of the Company. VIII. The Directors are at liberty to appoint more than one Managing Director. IX. A notice period of six months will be applicable from either side. X. Mr Lalbhai will be entitled to compensation in accordance with Section 202 of the Companies Act, 2013, in the event of termination of office. The Board considers that the association of Mr Lalbhai will be of immense benefit to the Company. Accordingly, the Board recommends the resolution in item number 5 in the Notice in relation to the reappointment of Mr Lalbhai as the Chairman and Managing Director for five years for approval by the members as a special resolution. Memorandum of interest The nature of the concern or interest of Mr Lalbhai, Chairman and Managing 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. Item number 6 The Board of Directors (Board), on the recommendation of the Nomination and Remuneration Committee, appointed Mr Rangaswamy Iyer as an Additional Director effective May 01, 2023. Subject to the approval of the members, the Board also appointed Mr Iyer, as an Independent Director for a term of five consecutive years from May 01, 2023 to April 30, 2028. His brief résumé is as under: Name Mr Rangaswamy Iyer Date of birth April 12, 1953 Brief résumé Mr Rangaswamy Iyer was appointed by the Board as an Independent Director effective May 01, 2023. Effective May 01, 2023, he is also a Member of the Audit Committee of the Board. Mr Iyer has about four decades of experience in Healthcare industry including Animal Health, Biologicals, Consumer Healthcare and Pharmaceuticals, and mergers and acquisitions. He was Chief Financial Officer and Finance Director of Cyanamid India Ltd and later transitioned toWyeth Ltd and rose to become its Managing Director. Mr Iyer is a senior advisor to Lincoln International, USA. He is an advisor | consultant to multinational and Indian pharma companies, private equity firms and investment bankers in the areas of business strategy and business development. Mr Iyer holds a postgraduate degree in Commerce and a postgraduate degree in Financial Management from the University of Mumbai. Directorship in other companies Public company Atul Bioscience Ltd Private companies Cybernoid Healthcare Pvt Ltd Noveltech Feeds Pvt Ltd 11.2 Advisors Pvt Ltd Membership in committees of other companies Member of committees Atul Bioscience Ltd – Audit Committee Atul Bioscience Ltd – Nomination and Remuneration Committee
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