30 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 are 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 one month will be applicable from either side. VII. Others: a. Dr Rao will be entitled to compensation not exceeding six months of basic pay by way of reimbursement of 20% to Atul Ltd. b. In the event of any dispute or difference arising out of this agreement between the parties, such dispute or difference will be referred to arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996 or any statutory modification or substitute thereof and all the provisions of that Act so far as are applicable or of any of them for the time being in force will apply to every reference thereof. The venue of the arbitration will be the courts at Valsad only. c. Both parties agree to the exclusive jurisdiction of courts at Valsad only. The Board considers that his association will be of immense benefit to the Company. Accordingly, the Board recommends the Resolution in item number 5 in relation to the reappointment of Dr Rao as the Managing Director from March 14, 2023, to September 30, 2023, for approval by the members. Memorandum of interest The nature of the concern or interest of Dr Rao, Managing Director, is that the above resolution pertains to his agreement with the Company and he will be receiving the remuneration as stated therein if approved. None of the other Directors or key managerial personnel of the Company and their relatives concerned or interested, financially or otherwise, in the said resolution. Item number 6 Pursuant to Article 90(2) of the Articles of Association read with Section 197 of the Companies Act, 2013, the Non-executive Directors are entitled to receive a commission of up to 1% of the net profit of the Company in any financial year, with the approval of the Company by way of ordinary resolution. Earlier the 14th AGM had authorised payment of such commission for a period of five years which is expiring on March 31, 2023, and the same requires further renewal. In view of the time and attention which the Non-executive Directors are called upon to give for the purpose of the business of the Company, it is considered that the payment of such commission to the Non-executive Directors as permitted by Article 90(2) aforesaid, may be made for the period of five years effective April 01, 2023. The Board recommends the resolution in item number 6 in the Notice in relation to the payment of commission to Non-executive Directors for a period of five years for the approval by the members as an ordinary resolution.
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