30 Name Dr G Venugopala Rao Date of birth March 14, 1963 Brief résumé Dr G Venugopala Rao joined Atul Ltd on April 10, 2007, and is the Managing Director of Rudolf Atul Chemicals Ltd since August 18, 2011. Dr Rao has 28 years of experience in various capacities and is currently the President – Colors Business, Atul Ltd. Dr Rao holds a postgraduate degree in Textile Chemistry from the University of Mumbai and a doctorate degree from Leeds University. Directorship in other companies Public companies Atul Natural Dyes Ltd Foreign companies Atul USA Inc Membership in committees of other companies Member of committees Nil Relationship with other Directors None Number of shares held in the Company Nil The terms of reappointment of Dr G Venugopala Rao are in accordance with applicable provisions of the Companies Act, 2013. The terms and conditions of the reappointment of the Managing Director are set out in the draft Agreement, which is placed before the AGM. The material terms of the draft Agreement are as under: I. Responsibilities: Dr G Venugopala Rao will have responsibilities of overall supervision of the Company. In addition, he will also be responsible for any other duties as may be assigned to him by the Board. II. Remuneration: During his tenure, subject to the approval of the shareholders, Dr Rao will be paid remuneration which may be revised from time to time by Atul Ltd. The Company will reimburse Atul Ltd 20% of the remuneration (including revision thereof) drawn by him from Atul Ltd or an amount not exceeding as is allowable under the Companies Act, 2013, whichever is lower. III. Dr Rao will not be entitled to sitting fees for attending meetings of the Board and | or Committees thereof. He will, however, be reimbursed the actual travelling, lodging, boarding and out-of-pocket expenses incurred by him for attending meetings of the Board or Committees thereof. IV. 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, Dr Rao will be paid minimum remuneration subject to Schedule V to the Companies Act, 2013. V. Dr Rao will be entitled to reimbursement of expenses incurred by him in connection with the business of the Company. VI. Notice period of six months will be applicable from either side.
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