EXHIBIT 10.27
AGREEMENT
This Agreement made the 6th day of December, 2004 between STERLITE INDUSTRIES
(INDIA) LIMITED, a Company incorporated and registered under the Companies Act,
1956 and having its Registered Office at X 00/0 Xxxxx, XXXX Xxxxxxxxxx Xxxx,
Xxxxx, District Aurangabad 431 133, and Corporate Office at 'Vedanta', 00 Xxxxx
Xxxx, Xxxx Xxxxx (Xxxx), Xxxxxx - 400 099 (hereinafter referred to as "THE
COMPANY") of the ONE PART and MR. TARUN JAIN Indian inhabitant residing at 411,
Akshay Giri Kunj, Pali Ram Road, Opp. Andheri (West) Railway Station, Andheri
(West), Mumbai - 400 058 (hereinafter referred to as "WHOLE TIME DIRECTOR") of
the OTHER PART.
WHEREAS:
The Board of Directors at their meeting held on 24th November, 2004 have
appointed Mr. Xxxxx Xxxx as a "WHOLE TIME DIRECTOR" of the Company with effect
from November 24, 2004 till November 23, 2009 for a period of five (5) years and
Mr. Xxxxx Xxxx has agreed to the said appointment upon the terms and conditions
hereinafter contained.
The appointment and remuneration of the Whole Time Director is subject to the
approval of the Members at the General Meeting of the Company.
NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES
HERETO AS FOLLOWS:
1. The Company hereby approves the appointment of Mr. Xxxxx Xxxx as a 'WHOLE
TIME DIRECTOR' from the 24th day of November, 2004 till 23rd day of
November, 2009 subject to such appointment being determined earlier in
accordance with the provisions of this Agreement.
2. Mr. Xxxxx Xxxx, Whole Time Director of the Company is entitled to exercise
all such powers and to do all such acts and things which the company is
authorised, subject to the provisions of the Companies Act, 1956 as well as
the provisions of the Memorandum of Association and Articles of Association
of the Company. Provided that the Whole Time Director shall exercise his
powers and do such acts, subject to the superintendence, direction and
control of the Board of Directors.
3. The Whole Time Director shall in consideration of his services to the
Company be entitled to receive remuneration by way of salary, allowances,
Bonus and perquisites as set out below:
I(a) Basic Salary : In the range of Rs.4,00,000 - Rs. 10,00,000 per
month.
(With such annual/special increments within the
aforesaid range as may be decided by the Board
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or any Committee thereof, in its absolute
discretion and from time to time).
(b) Performance Incentive : As may be determined by the Board or its
Committee thereof in each year.
(c) Bonus : 20% of the Basic salary in accordance with the
rules of the Company.
(d) Perquisites : In addition to Basic salary, Bonus and
performance incentives payable, Mr. Xxxxx Xxxx
shall also be entitled to perquisites including
furnished accommodation or house rent allowance
in lieu thereof, personal allowance, medical
and insurance reimbursement, leave travel
concession for self and family, club fees and
personal accident insurance in accordance with
the rules of the Company or as may be agreed to
by the Board of Directors or its Committee
thereof.
Explanation:
i) Perquisities shall be evaluated as per Income Tax Rules, wherever
applicable and in the absence of any such rule, perquisites shall be
evaluated at actual cost to the Company.
ii) For the purpose of perquisites stated hereinabove, 'family' means the
spouse, dependent children and dependent parents of the appointee.
II) Provident Fund and Superannuation Fund or Annuity Fund.
Mr. Xxxxx Xxxx will also be entitled to following perquisites as per rules
of the Company or as agreed by the Directors which will not be included in
the computation of the ceiling of remuneration as above
i) Contribution to Provident Fund and Superannuation Fund or Annuity Fund
to the extent these, either singly or put together are not taxable
under the Income Tax Act, 1961.
ii) Gratuity payable as per rules of the Company.
iii) Encashment of leave as per rules of the Company.
III) Other Benefits:
i) The Company shall provide a car, expenses relating to fuel maintenance and
driver will be reimbursed on actuals. Further the Company shall also
provide telephones and other communication facility (for official
business).
ii) Such other benefits as may be decided by the Board or its Committee from
time to time.
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In accordance with the resolution, within the aforesaid limits, the amount of
salary and perquisites payable to Mr. Xxxxx Xxxx will be decided/varied by the
Board of directors or its Committee thereof, from time to time as it may deem
fit in its absolute discretion.
Minimum Remuneration
In the event of any loss or inadequacy of profits in any financial year during
his tenure the Company shall remunerate by way of salary, perquisites or any
other allowance as specified above.
Apart from the remuneration aforesaid he shall be entitled to reimbursement of
expenses incurred in connection with the business of the Company.
Mr. Xxxxx Xxxx shall not be retiring by rotation as a Director.
No sitting fees shall be paid to him for attending the meeting of the Board of
Directors or Committee thereof of the Company.
4. The Whole Time Director shall throughout the term of this Agreement devote
his full time and attention to the business of the Company, and shall in
all respects conform to and comply with the directions and regulations made
by the Board of Directors and rules of the Company and shall well and
faithfully serve the Company and use his utmost endeavour to promote the
interests thereof.
5. The Whole Time Director shall during the term of this Agreement and at all
times thereafter keep strictly confidential and shall not divulge,
disclose, make known or communicate to any person or persons, firm, Company
or concerns (unless required by the Board or except in the ordinary course
of business and/or to those of the officials of the Company whose province
it is to know the same) or himself make use of any and all information
relating to the Company or any of its holding company, subsidiary or
affiliate including its business activities, technologies, designs,
processes and related matters which he may acquire, receive or obtain or
which may come to his knowledge in the course of or by reason of his
appointment hereunder.
6. Notwithstanding anything contrary herein contained or implied, the Company
shall be entitled to terminate the employment of the Whole Time Director
under this Agreement forthwith by notice in writing:-
i) If he becomes insolvent or make any composition or arrangement with
his creditors;
ii) If he commits a material breach of any of the terms, provisions or
conditions herein; or
iii) If he becomes disqualified to act as a director for any reason, other
than an inadvertent breach of Section 283 of the Companies Act, 1956.
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7. The Whole Time Director shall not, so long as he functions as such become
interested or otherwise concerned directly or through his wife and children
in any selling agency of the Company in future without the prior approval
of the Central Government.
8. Notwithstanding anything to the contrary contained in this Agreement,
either party shall be entitled to determine this Agreement by giving not
less than 90 days prior notice in writing in that behalf to the other
party, or 90 days salary in lieu thereof and on the expiry of the period of
such notice this Agreement shall stand terminated.
IN WITNESS WHEREOF the Company has caused its Common Seal to be hereunto affixed
and the Mr. Xxxxx Xxxx, Whole Time Director has hereunto set his hand and seal
the day and year first herein above written.
The Common Seal of the above named
STERLITE INDUSTRIES (INDIA)
LIMITED has been affixed hereunto
pursuant to a Resolution passed by its Board /s/ Xxxxx Xxxxxxx
of Directors in that behalf at their meeting
held on 24th November, 2004 in the presence
of XX. Xxxxx Xxxxxxx
of the Company who in token thereof has set
and subscribed his signatures hereto.
Signed and delivered by the above named
Whole Time Director, MR. XXXXX XXXX /s/ Xxxxx Xxxx
in the presence of:
Ms. Kavitha Pillar
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