Explanatory statement under Section 173(2) of the Companies Act, 1956
Item no. 9
T. V. Mohandas Pai was appointed as the whole-time director of the Company for a period of five years, which expires on May 26, 2010. As part of the initiative to create enduring leadership for the Company, the Board of Directors of the Company, at their meeting held on
April 13, 2010, resolved to re-appoint T. V. Mohandas Pai as the whole-time director of the Company for a further period of five years, commencing from May 27, 2010.
The appointment is subject to the approval of members. The terms and conditions of his appointment are as follows :
| 1. | Period of appointment – Five years beginning May 27, 2010 and ending on May 26, 2015. |
| 2. | Details of remuneration – As provided in the statements made in the resolution. |
| 3. | The agreement, executed between the Company and T. V. Mohandas Pai, may be terminated by either party by giving six months' notice in writing of such termination. |
| 4. | T. V. Mohandas Pai shall perform such duties as shall from time to time be entrusted to him, subject to the superintendence, guidance and control of the Board of Directors and he shall perform such other duties as shall from time to time be entrusted to him by the Board of Directors and / or the Chairman or the Chief Executive Officer. |
No director, except T. V. Mohandas Pai, is deemed to be interested or concerned in his re-appointment and remuneration payable to him as a director in whole-time employment. The terms of re-appointment of T. V. Mohandas Pai, as stated in this notice, may be treated as the abstract of terms and conditions of re-appointment and memorandum of interest under Section 302 of the Companies Act, 1956. The copies of relevant resolutions of the Board and agreement with respect to the re-appointment is available for inspection by members at the registered office of the Company during working hours on any working day till the date of this AGM.
The Board accordingly recommends the resolution as set out in Item 9 of the Notice for approval of the members.
Item no. 10
Srinath Batni was appointed as the whole-time director of the Company for a period of five years, which expires on May 26, 2010. As part of the initiative to create enduring leadership for the Company, the Board of Directors of the Company, at their meeting held on April 13, 2010, resolved to re-appoint Srinath Batni as the whole-time director of the Company for a further period of five years, commencing from May 27, 2010.
The appointment is subject to the approval of members. The terms and conditions of his appointment are as follows :
| 1. | Period of appointment – Five years beginning May 27, 2010 and ending on May 26, 2015, subject to retirement policy of the Company. |
| 2. | Details of remuneration – As provided in the statements made in the resolution. |
| 3. | The agreement, executed between the Company and Srinath Batni, may be terminated by either party by giving six months' notice in writing of such termination. |
| 4. | Srinath Batni shall perform such duties as shall from time to time be entrusted to him, subject to the superintendence, guidance and control of the Board of Directors and he shall perform such other duties as shall from time to time be entrusted to him by the Board of Directors and / or the Chairman or the Chief Executive Officer. |
No director, except Srinath Batni, is deemed to be interested or concerned in his re-appointment and remuneration payable to him as a director in whole-time employment. The terms of re-appointment of Srinath Batni, as stated in this notice, may be treated as the abstract of terms and conditions of re-appointment and memorandum of interest under Section 302 of the Companies Act, 1956. The copies of relevant resolutions of the Board and agreement with respect to the re-appointment is available for inspection by members at the registered office of the Company during working hours on any working day till the date of this AGM.
The Board accordingly recommends the resolution as set out in Item 10 of the Notice for approval of the members.
Registered office : Bangalore |
by order of the Board of Directors
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