Notice

  2. Notice
  1. Re-appointment of Mr Satish Borwankar – Executive Director (Quality) and payment of remuneration

    To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: -

    "RESOLVED that pursuant to the provisions of Sections 196, 197 and other applicable provisions, if any, read alongwith Schedule V of the Companies Act, 2013 ("Act"), and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, including any statutory modifications thereof, the Company do hereby accord their approval for the re-appointment and terms of remuneration of Mr Satish Borwankar (DIN: 01793948) Executive Director (Quality) of the Company with effect from July 1, 2016 to July 15, 2017 upon the following terms and conditions, including the remuneration to be paid in the event of loss or inadequacy of profits in any financial year during his said tenure, with liberty to the Directors to alter and vary the terms and conditions of the said re-appointment in such manner as may be agreed to between the Directors and Mr Borwankar and also the payment of remuneration from April 1, 2016 to June 30, 2016, as approved by the Members at their Annual General Meeting ("AGM") held on August 10, 2012:

  1. NATURE OF DUTIES: The Executive Director shall, devote his whole time and attention to the business of the Company and carry out such duties as may be entrusted to him by the Board from time to time and separately communicated to him and exercise such powers as may be assigned to him, subject to superintendence, control and directions of the Board in connection with and in the best interests of the business of the Company and the business of any one or more of its subsidiaries and/or associate companies, including performing duties as assigned by the Board from time to time by serving on the boards of such companies or any other executive body or any committee of such a company.
  2. REMUNERATION:
    1. Basic Salary: Rs. 4,75,000/- per month; upto a maximum of Rs. 7,00,000/- per month.

      The annual increment which will be effective 1st April each year, will be decided by the Board based on the recommendation of the Nomination and Remuneration Committee ("NRC") in consonance with individual performance and the performance of the Company, within the aforementioned maximum basic salary limit. The annual increment that would be effective on 1st April every year, would be limited upto an amount not exceeding 20% of the basic salary as may be decided by the Board in the above manner.

    2. Benefits, Perquisites and Allowances:

      Details of Benefits, Perquisites and Allowances are as follows:

      1. Rent-free residential accommodation (furnished or otherwise) with the Company bearing the cost of repairs, maintenance, society charges and utilities (e.g. gas, electricity and water charges) for the said accommodation

        OR

        House Rent and Maintenance Allowance (in case residential accommodation is not provided by the Company) of 85% of Basic Salary.

      2. Reimbursement of hospitalisation and major medical expenses incurred as per Rules of the Company (this includes mediclaim insurance premium)
      3. Car facility as per Rules of the Company
      4. Telecommunication facility as per the rules of the Company including broadband, internet and fax
      5. Other perquisites and allowances given below subject to a maximum of 55% of Basic Salary, which includes:
        • Medical allowance
        • Leave Travel Concession/Allowance
        • Other Allowances
        • Personal Accident Insurance Premium
        • Annual club membership fees.
      6. Retirement benefits: Contribution to Provident Fund, Superannuation Fund or Annuity Fund and Gratuity Fund as per the Rules of the Company. Provision of Special Retirement Benefits viz. Pension and Medical Benefits upon his superannuation, only if he continues with the Company or any Tata Company till that time. The Special Retirement Benefits are discretionary and can be withdrawn by the Board in case of conviction by the judicial authorities for any offences and include clauses on non-compete after superannuation
      7. Leave and encashment of unavailed leave as per the Rules of the Company.
  1. Commission:

    Such remuneration by way of profit linked commission, in addition to the salary and perquisites and allowances payable, calculated with reference to the net profits of the Company in a particular financial year, as may be determined by the Board of the Company at the end of each financial year, subject to the overall ceilings stipulated in Section 197 of the Act, but in any case will not exceed 400% of the said basic salary.

  2. Incentive Remuneration:

    In case where the net profits of the Company are inadequate for payment of profit-linked commission in any financial year, an incentive remuneration may be paid upto an amount not exceeding 200% of Basic Salary paid at the discretion of the Board. This incentive remuneration would be payable subject to the achievement of certain performance criteria and such other parameters as may be considered appropriate from time to time by the Board.

    An indicative list of factors that may be considered for determining the extent of commission/incentive remuneration, by the Board (recommended by the NRC) which will be payable annually after the Annual Accounts have been approved, are:

    • Company performance on certain defined qualitative and quantitative parameters as may be decided by the Board from time to time
    • Industry benchmarks of remuneration
    • Performance of the individual.
  1. MINIMUM REMUNERATION:

    Notwithstanding anything to the contrary herein contained, wherein any financial year during the currency of the tenure of the Executive Director, the Company has no profits or its profits are inadequate, the Company will pay remuneration by way of basic salary, benefits, perquisites and allowances, incentive remuneration and retirement benefits as specified above.

  2. OTHER TERMS OF APPOINTMENT:
    1. The terms and conditions of the said re-appointment may be altered and varied from time to time by the Board as it may, in its discretion deem fit, irrespective of the limits stipulated under Schedule V to the Act or any amendments made hereafter in this regard in such manner as may be agreed to between the Board and the Executive Director, subject to such approvals as may be required.
    2. The Executive Director shall not become interested or otherwise concerned, directly or through his spouse and/ or children, in any selling agency of the Company.
    3. This appointment may be terminated by either party by giving to the other party six months' notice of such termination or the Company paying six months' remuneration in lieu of the Notice.
    4. The employment of the Executive Director, may be terminated by the Company without notice or payment in lieu of notice:
      • if the Executive Director, is found guilty of any gross negligence, default or misconduct in connection with or affecting the business of the Company or any subsidiary or associate company to which he is required by the Agreement to render services; or
      • in the event of any serious repeated or continuing breach (after prior warning) or non-observance by the Executive Director, of any of the stipulations contained in the Agreement to be executed between the Company and the Executive Director; or
      • in the event the Board expresses its loss of confidence in the Executive Director.
    5. In the event the Executive Director is not in a position to discharge his official duties due to any physical or mental incapacity, the Board shall be entitled to terminate his contract on such terms as the Board may consider appropriate in the circumstances.
    6. Upon the termination by whatever means of employment of the Executive Director:
      • the Executive Director shall immediately cease to hold offices held by him in any subsidiaries or associate companies without claim for compensation for loss of office by virtue of Section 167(1)(h) of the Act and shall resign as trustee of any trust connected with the Company.
      • the Executive Director shall not without the consent of the Company at any time thereafter represent himself as connected with the Company or any of its subsidiaries or associate companies.
    7. All Personnel Policies of the Company and the related Rules which are applicable to other employees of the Company shall also be applicable to the Executive Director, unless specifically provided otherwise.
    8. If and when the Agreement expires or is terminated for any reason whatsoever, the appointee will cease to be the Executive Director and also cease to be a Director. If at any time, the appointee ceases to be a Director of the Company for any reason whatsoever, he shall cease to be the Executive Director and the Agreement shall forthwith terminate. If at any time, the appointee ceases to be in the employment of the Company for any reason whatsoever, he shall cease to be a Director and Executive Director of the Company.
    9. "The terms and conditions of re-appointment with the Executive Director also include clauses pertaining to adherence with the Tata Code of Conduct, no conflict of interest with the Company, protection and use of Intellectual Properties, non-solicitation post termination of agreement and maintenance of confidentiality."

    3. "RESOLVED FURTHER that the Board of Directors or a Committee thereof, be and is hereby, authorized to take such steps as may be necessary for obtaining necessary approvals - statutory, contractual or otherwise, in relation to the above and to settle all matters arising out of and incidental thereto and to sign and execute deeds, applications, documents and writings that may be required, on behalf of the Company and generally to do all such other acts, deeds, matters and things as may be necessary, proper, expedient or incidental for giving effect to this Resolution."