Page 246 - FBL AR 2019-20

Fermenta Biotech Limited
Annual Report 2019-20

e. Club fees: Fees of clubs, subject to a maximum of two overall ceilings laid down in Section 197 read with Schedule V
clubs; of the Companies Act, 2013 (as amended from time to time).
f. Such other payment in the nature of bonus, perquisites VII. Notwithstanding anything contained hereinabove, during any
and allowances as may be decided by the Board of financial year, if the Company has no profits or its profits are
Directors. inadequate, the Board of Directors is authorized to decide the
payment of remuneration of the Executive Director by way
g. The Company shall provide a car with driver and telephone of salary, perquisites and other allowances as set out above
at residence. Provision of car and telephone at residence subject to the applicable provisions as laid down in Section II
for use on Company’s business will not be considered as of Part II of Schedule V to the Act including any amendment
perquisites.
thereof.
h. Reimbursement of Electricity/ Gas/ Water Expenses for
Residence A brief profile of Ms. Anupama Datla Desai as required under
the Listing Regulations and Secretarial Standards on General
i. Children Education Allowance as per rules of the Company Meetings as specified by the Institute of Company Secretaries
of India is provided as an Annexure to this notice along with the
j. Personal Accident Insurance Premium as per rules of the
Company; information required to be provided under Part II, Section II (iv)
of Schedule V of the Companies Act, 2013. The Company has
k. Reimbursement of entertainment and all other expenses received notice under Section 160 of the Act from a member
actually incurred in the course of legitimate business of proposing her candidature for the office of Director on the
the Company Board of Directors of the Company. Ms. Anupama Datla Desai

l. Such other perquisites and allowances in accordance with shall be liable for retirement by rotation in terms of section 152
the rules of the Company or as may be agreed by the of the Act.
Board of Directors and the Executive Director. The Board of Directors recommends resolution no. 5 for
III. Commission: approval of the members of the Company as an Ordinary
Subject to the provisions of Sections 197 and other applicable Resolution and resolution no. 6 for approval of the members of
provisions, if any of the Act, the Executive Director shall be the Company as a special resolution.
paid commission at such percentage of the net profits of the The agreement dated September 26, 2019 executed between
Company or such quantum as may be recommended by the the Company and Ms. Anupama Datla Desai for the said
Nomination and Remuneration Committee and approved by appointment referred to in the proposed resolution shall be
the Board of Directors, from time to time. made available for inspection of the members as set out under
IV. Loss of Office: ‘Documents for inspection’ in the Notes to the Notice.
Subject to the provisions of Section 202 and other applicable Except the following, none of the Directors and the Key
provisions, if any, of the Act, the Executive Director shall be paid Managerial Personnel of the Company including their relatives
compensation for loss of office. However, such payment shall is concerned or interested in the above appointment:
not exceed the remuneration which she would have earned Interested Director Nature of Interest/ Shareholding
if she had been in office for her remaining term or three years concern in Company
whichever is shorter, based on the remuneration as mentioned Ms. Anupama Datla Appointee 1.38%
under this Agreement
Desai
V. Executive Director shall also be entitled to the following Mr. Krishna Datla Brother of Ms. 8.22%
perquisites, which shall not be included in the computation of Anupama Datla Desai
the ceiling on remuneration under Schedule V to the Act: Ms. Rajeshwari Mother of Ms. 1.73%
Datla Anupama Datla Desai
a. Contribution to Provident Fund to the extent not taxable
under the Income tax Act, 1961.
Item No. 7
b. Gratuity payable at a rate not exceeding half month’s
salary for each completed year of service in accordance The members are hereby informed that:
with the terms of Payment of Gratuity Act, 1972. (a) During the financial year 2019-20, Company’s subsidiary, viz.
erstwhile Fermenta Biotech Limited (‘Transferor Company’ /
c. Encashment of leave at the end of the tenure as per rules
of the Company. ‘Old FBL’) merged with the Company (‘Transferee Company’)
as per the scheme of amalgamation approved by the National
VI. The total remuneration including perquisites payable to Company Law Tribunal (‘NCLT’) vide its order dated September
the Executive Director as per this Agreement between the 19, 2019 (“Scheme”);
Executive Director and the Company shall be subject to the

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