Page 261 - Annual Report 2019-20

Kraft Foods and Mondelez International, both in ii. a. Contribution to Provident Fund as per rules Save and except above, none of the other Directors, ceiling of 15% of the salary. Subsequent increment
India and abroad. Last remuneration drawn by of the Company. Key Managerial Personnel and their relatives are will become due on 1 April every year and the
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Shri Puri is as approved by the Members earlier. b. Superannuation benefits as per rules of the concerned or interested (financially or otherwise), in Board will decide increment upto 15% of salary
In accordance with the provisions of Regulation Company. any way, in this resolution. drawn in the immediate previous year.
36(3) of SEBI (Listing Obligations and Disclosure The Board recommends this resolution for approval by II. Allowances:
Requirements), Regulations, 2015, a brief profile of c. Gratuity payment as per rules of the the Members.
Shri Puri is given as an annexure to this Notice and Company. 5,96,750/- (Rupees Five Lakh Ninety Six
forms part of this explanatory statement. iii. Other Perquisites/ Allowances: Item No. 7 Thousand Seven Hundred Fifty Only) per month
Shri Puri is a fit and proper person for the post Following Perquisites/ Allowances shall not The Board of Directors of the Company has appointed, and the increment will be subject to a ceiling of
15% per annum.
of Managing Director. The terms and conditions exceed an amount equivalent to the annual salary: pursuant to the provisions of Section 161(1) of the
of his re-appointment are fair and reasonable. Act and the Articles of Association of the Company, III. Perquisites:
It would be in the interest of the Company a. Reimbursement of gas, electricity, water. Shri Debabrata Gupta (DIN: 01500784) as an i. Housing: House Rent Allowance of 3,00,000/-
to continue to avail services of Shri Puri as a b. Furnishings/ Furnitures/ Equipments and Additional Director of the Company with effect per month which may be revised from time to
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Managing Director. Home Appliances. from 1 March 2020. time as per rules of the Company as applicable to
The above may be treated as written memorandum c. Reimbursement of travel and stay expenses In terms of the provisions of Section 161(1) of the Act, senior employees.
setting out the terms of re-appointment of for proceeding on leave once a year in Shri Debabrata Gupta would hold office up to the date ii. Car Allowance (including driver allowance and
Shri Puri u/s 190 of the Act. The Members approval respect of self and family including all of the ensuing Annual General Meeting. fuel allowance) of 1,02,500/- per month which
is required for the above under Schedule V and expenses in connection with the travel and Shri Debabrata Gupta, aged 57 years, has a multi- may be revised from time to time as per rules of
other applicable provisions of the Companies stay for self and family. industry experience of over 30 years with noted the Company.
Act, 2013. corporates like Hindustan Unilever Limited, Coca Cola iii. Employee Stock Option Plan (ESOP) as may be
Except Shri Puri, none of the other Directors d. Reimbursement of membership fees/ India, Reckitt Benckiser (India) Private Limited, USV granted from time to time.
subscription for 2 clubs in India.
or Key Managerial Personnel of the Company Private Limited and UPL Limited. Shri Gupta, an alumni IV. Other Benefits:
and their relatives are interested or concerned, e. Medical and Personal Accident Insurance. of IIT Kharagpur, has had a long and successful career
financially or otherwise, in this resolution. f. Other Allowances as may be approved by the which brings a very rich suite of experience that will Other Benefits shall include use of telephone
The Board of Directors recommends this Board from time to time. certainly enrich Company’s Manufacturing Operations for the Company’s business at residence (the
expenses whereof, excepting personal long
Resolution for approval by the Members. iv. Following perquisites/ benefits over and above Function. In accordance with the provisions of distance calls, would be borne and paid by
Regulation 36(3) of SEBI (Listing Obligations and
Item No. 6 the ceiling prescribed in (D)(iii) above: Disclosure Requirements), Regulations, 2015, a brief the Company), contribution to Provident and
Shri A N Parekh (DIN: 00111366) was appointed as the a. Company’s car/s with driver/s and/or other profile of Shri Gupta is given as an annexure to this Superannuation Funds and all other benefits
Whole Time Director from 1 July 2015 to 30 June suitable conveyance facilities. Notice and forms part of this explanatory statement. as are applicable to senior employees of the
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2020. The Board of Directors of the Company, at their b. Telephone and other communication facilities The Company has received a notice in writing from a Company (including but not limited to gratuity,
meeting held on 17 June 2020 have, subject to the at residence. member under Section 160 of the Act proposing the medical benefits, leave entitlement, encashment
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approval of Members, re-appointed Shri A N Parekh candidature of Shri Gupta for the office of Director of of leave) in accordance with the schemes of the
as Whole Time Director for a further period of 5 (five) c. Reimbursement of actual medical expenses the Company. Company.
years with effect from 1 July 2020 on the following incurred in India and/or abroad including V. Other Perquisites:
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terms and conditions, based on the recommendation hospitalisation for self and family. (Family Shri Gupta is not disqualified from being appointed as Other Perquisites (including allowances not
of Nomination and Remuneration Committee: shall mean spouse, children and parents). a Director in terms of Section 164 of the Act and has covered above) in such form and to such extent as
A. Salary: d. Encashment of unavailed earned leave as per given his consent to act as a Director. may be decided by the Managing Director subject
Salary of 4,44,148 (Rupees Four Lakhs Forty rules of the Company. The Nomination and Remuneration Committee has to a ceiling of 7,00,000/- (Rupees Seven Lakh
recommended the appointment of Shri Gupta as a
Four Thousand One Hundred and Forty Eight Perquisites shall be evaluated as per Income Tax Rules Director. Only) per annum.
Only) per month with first increment due on where applicable. The increment will be determined by the Board
1 October 2020 (for the period from 1 October, Shri A N Parekh, aged 48 years, is a Chemical Keeping in view his vast expertise and knowledge, it of Directors on the recommendation of the
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2020 to 31 March 2021). The Board will decide Engineer with qualification of B.S. Chem Engg (U.S.A) will be in the interest of the Company that, Shri Gupta Nomination and Remuneration Committee.
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the increment upto a ceiling of 15% of the salary. having experience of 26 years. Last remuneration be appointed as a Director of the Company. In accordance with the resolution, within the
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Subsequent increment will become due on 1 April drawn by Shri A N Parekh is as approved by the Except, Shri Debabrata Gupta, none of the other aforesaid limits, the amount of salary and
every year and the Board will decide increment Members earlier. In accordance with the provisions Directors, Key Managerial Personnel of the Company perquisites payable to Shri Gupta (including the
upto 15% of salary drawn in the immediate and their relatives are concerned or interested, types and amount of each type of perquisite) will
previous year. of Regulation 36(3) of SEBI (Listing Obligations and financially or otherwise in this resolution. be decided by the Managing Director from time to
Disclosure Requirements), Regulations, 2015, a brief
B. Commission: profile of Shri A N Parekh is given as an annexure The Board recommends this Resolution for approval time as he may deem fit in his absolute discretion.
Shri A N Parekh shall be entitled to commission, to this Notice and forms part of this explanatory by the Members. The valuation of perquisites will be as per the
the amount of it shall be determined by the Board statement. Item No. 8 Income-tax Rules, 1962, in cases where the same
from time to time based on the net profits of the Shri A N Parekh is a fit and proper person for the post is otherwise not possible to be evaluated.
Company subject to overall ceiling laid down in of Whole Time Director. The terms and conditions of The Board of Directors of the Company at their Shri Gupta, aged 57 years, has a multi-industry
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Sections 197 and 198 of the Companies Act, 2013. his re-appointment are fair and reasonable. It would meeting held on 29 January 2020 have, subject to experience of over 30 years with noted corporates
the approval of Members, appointed Shri Debabrata
C. Special Allowance: be in the interest of the Company to continue to avail Gupta (DIN: 01500784) as a Whole Time director like Hindustan Unilever Limited, Coca Cola India,
The amount shall be determined by the Board services of Shri A N Parekh as Whole Time Director. of the Company, designated as Director-Operations Reckitt Benckiser (India) Private Limited, USV Private
from time to time but shall not exceed the amount The above may be treated as written memorandum for a period of 3 (three) years from 1 March 2020, Limited and UPL Limited. Shri Gupta, an alumni of
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equivalent to annual salary. setting out the terms of re-appointment of on the following terms and conditions based on the IIT Kharagpur, has had a long and successful career
D. Perquisites/Benefits/ Allowances: Shri A N Parekh u/s 190 of the Act. The Members’ recommendation of Nomination and Remuneration which brings a very rich suite of experience that will
certainly enrich Company’s Manufacturing Operations
Committee.
i. Residential Accommodation: approval is required for the above under Schedule V I. Salary: Function. In accordance with the provisions of
and other applicable provisions of the Companies
The Company shall provide rent free furnished Act, 2013. Regulation 36(3) of SEBI (Listing Obligations and
accommodation to Shri A N Parekh or shall give Salary of 6,00,000/- (Rupees Six Lakhs Only) Disclosure Requirements), Regulations, 2015, a brief
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House Rent Allowance equivalent to 30% of the Shri A N Parekh and his relative Shri N K Parekh are per month with first increment due on 1 April profile of Shri Gupta is given as an annexure to this
10 salary or shall provide combination of both. interested in this resolution. 2021. The Board will decide the increment upto a Notice and forms part of this explanatory statement. 11