Page 247 - FBL AR 2019-20

(b) Clause 8 of the Scheme, inter alia, provided that all the telephone(s) at residence for use on Company’s business
permanent employees of the Transferor Company who were will not be considered as perquisites;
in employment as on September 26, 2019 (the “Effective Date”) h) Reimbursement of Entertainment and all other expenses
shall become the permanent employees of the Transferee actually incurred in the course of legitimate business of
Company with effect from the Effective Date without any break the Company;
or interruption in service and on terms and conditions as to
employment and remuneration not less favourable than those i) Children Education Allowance as per rules of the Company
on which they were engaged or employed by the Transferor j) Such other perquisites and allowances in accordance with
Company.
the rules of the Company or as may be agreed by the
(c) Mr. Satish Varma was a Managing Director of Old FBL until its Board of Directors and the Executive Director.
Board was dissolved on the Effective Date of the Scheme;
III. Commission:
(d) Mr. Satish Varma has been a Board member as a non-executive Subject to the provisions of Sections 197 and other applicable
director of the Company since July 1, 2003. Pursuant to Clause provisions, if any of the Act, the Executive Director shall be
8 of the Scheme, with effect from September 27, 2019, the paid commission at such percentage of the net profits of the
Board of Directors of the Company, on recommendation of Company or such quantum as may be recommended by the
the Nomination and Remuneration Committee, approved the Nomination and Remuneration Committee and approved by
appointment of Mr. Satish Varma as an Executive Director in the Board of Directors, from time to time, subject to minimum
terms of Section 196, 197 and 203 read with Schedule V and of 3% of the net profit of the Company.
other applicable provisions of the Act for a period of 3 years i.e. IV. Loss of Office:
from September 27, 2019 till September 26, 2022, subject to Subject to the provisions of Section 202 and other applicable
approval by the members at the AGM.
provisions, if any, of the Act, the Executive Director shall be
(e) Mr. Varma shall act as a Key Managerial Personnel (KMP) of the paid compensation for loss of office. However, such payment
Company pursuant to the provisions of Section 203 read with shall not exceed the remuneration which he would have
Section 2(51) of the Companies Act, 2013. earned if he had been in office for his remaining term, based
on the remuneration as mentioned under this Agreement and
The material terms of the agreement entered into between the calculated on the basis as provided in the Act.
Company and Mr. Satish Varma on September 26, 2019 (‘Agreement’)
are as under: V. Executive Director shall also be entitled to the following
perquisites, which shall not be included in the computation of
I. Basic Salary: Rs. 7,50,000 per month, in the scale of Rs. 7,50,000 the ceiling on remuneration under Schedule V to the Act:
- Rs. 9,15,000 and eligible for revision as and when deemed fit
by the Nomination and Remuneration Committee /Board of a) Contribution to Provident Fund to the extent not taxable
Directors of the Company; under the Income tax Act, 1961.
II. In addition to the aforesaid Salary, Mr. Varma shall also be b) Gratuity payable at a rate not exceeding half month’s
entitled to the following perquisites: salary for each completed year of service in accordance
with the terms of Payment of Gratuity Act, 1972.
a) Furnished accommodation or house rent @ Rs.125,000 per
month c) Encashment of leave at the end of the tenure as per rules
of the Company.
b) Reimbursement of gas, electricity and water for residence.
VI. The total remuneration including perquisites payable to
c) Medical Reimbursement: Expenses incurred for self and the Executive Director as per this Agreement between the
family as per rules of the Company subject to ceiling of Executive Director and the Company shall be subject to the
one month’s basic salary;
provisions laid down in Section 197 read with Schedule V of
d) Leave travel concession for self and his family subject to the Companies Act, 2013 (as amended from time to time).
ceiling of one month’s basic salary.
VII. Notwithstanding anything contained hereinabove, during any
e) Club fees: Fees of clubs, subject to a maximum of two financial year, if the Company has no profits or its profits are
clubs; inadequate, the Board of Directors is authorized to decide the
payment of remuneration of the Executive Director by way
f) Personal Accident Insurance Premium as per rules of the
Company; of salary, perquisites and other allowances as set out above
subject to the applicable provisions as laid down in Section II
g) The Company shall provide two cars with drivers of Part II of Schedule V to the Act including any amendment
and telephone at residence. Provisions of car(s) and thereof.

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