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in its discretion deem fit, irrespective of the limits stipulated
under Schedule V of 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.
ii.
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.
iii. 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.
iv. 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.
v.
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.
vi. Upon the termination by whatever means of employment of
the Executive Director:
the Executive Director shall immediately cease to hold
office 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.
vii. 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.
viii. If and when the Agreement expires or is terminated for any
reason whatsoever, the appointee will cease to be the Chief
Operating Officer and 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 Chief Operating Officer and 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, Chief Operating Officer and Executive Director of
the Company.
ix 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.”
“RESOLVED FURTHER that the Board of Directors, 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.”
7. Payment of Remuneration to the Cost Auditor
To consider and if thought fit, to pass the following resolution as
an Ordinary Resolution:
“RESOLVED that pursuant to the provisions of Section 148 and
such other applicable provisions, if any, of the Companies Act,
2013 and the Companies (Audit and Auditors) Rules, 2014, as
amended from time to time, the remuneration of
`
5,00,000/-
(Rupees Five Lakhs), as recommended by the Audit Committee
and approved by the Board of Directors payable to M/s Mani
& Co., Cost Accountants (Firm Registration No. 000004) as Cost
Auditors to conduct the audit of the relevant Cost records of
the Company as prescribed under the Companies (Cost Records
and Audit) Rules, 2014 as amended from time to time, for the
financial year ending March 31, 2018 be and is hereby ratified
and confirmed.”
“RESOLVED FURTHER that the Board of Directors of the Company
be and is hereby authorised to do all acts, deeds and things and
take all such steps as may be necessary, proper or expedient to
give effect to this Resolution.”
8. Offer or invite for Subscription of Non-Convertible
Debentures on private placement basis
To consider and, if thought fit, to pass the following resolution as
a Special Resolution:
“RESOLVED that pursuant to the provisions of Sections 23, 42, 71
and such other applicable provisions, if any, of the Companies
Notice
Board’s Report
Management Discussion & Analysis Corporate Governance Report
Business Responsibility Report
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