BASF India Ltd 2000 (1)

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SANSCO SERVICES - Annual Reports Library Services - www.sansco.net

Annual Report1999-2000BASF India Limited

BASFw w w . r e p o r t j u n c t i o n . c o m
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At a GlanceFinancialHighlights

S a l e sP r o f i t B e f o r e T a xP r o f i t A f t e r T a x fo r t h e Y e a rT o t a l A s s e t s *B o r r o w i n g sS h a r e h o l d e r s ' E q u i t y *D e p r e c i a t i o nC a p i t a l E x p e n d i t u r eE x p o r t sR & D C o s tP e r s o n n e l C o s t ( T o t a l )D i v i d e n d A m o u n tDividend in %N u m b e r o f E m p l o y e e sN u m b e r o f S h a r e h o l d e r s

1995-962 4 1 6

22420 1

2 5 7 91 2 2 3

9 2253

76919 0

1316 1

35E q u i t y 308 6 9

1 0 4 7 4

1996-972 6 5 3

153132

2 9 8 990 2

160913328 1168

1418 7

4130

96 11 2 5 8 0

1997-982 9 4 2

192170

3 3 6 010661698

190342370

132 26

5635

95 01 2 8 9 5

1998-993418

2 1718 0

3 4 8 810441806

20 474

28 813

26 76735

94 61 3 9 3 6

1999-20003 7 9 6

33 420 0

339381 9

1911215

6534 4

1230 3

9740

94 019104

Rs. in mllion 3786Profit after Tax for the yearRs. inmillion

CoverOur end-use industries.

2942

2653

2416

18017 0

132

1995-96 1998-97 1997-98 1986-99 1999-00 1996-96 199&97 1997-98 1996-99 1999-00

w w w . r e p o r t j u n c t i o n . c o m
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BASF India Limited

Notice

NOTICE is hereby given that theFIFTY-SIXTH ANNUAL GENERALMEETING OF BASF IND IA LIMITED wil lbe held at "YASHWANTRAO CHAVANPRATISHTHAN AUDITORIUM",Y.B. C HAVAN C EN TRE, G EN ERALJAGANNATH BHOSALE MARG,NARIMAN POINT, MUMBAI 400 021o n W E D N E S D A Y, the 2nd August, 2000at 3.00 p.m. to transact the followingbusiness, namely:ORDINARY BUSINESS1. To rece ive, consider and adopt thea ud i ted Ba la n ce Shee t as at and theProfit and Loss account for the yearen ded 31s t Ma rch , 2000 and the Reportsof the Directors and Auditors thereon.2. To appoint a Director in place ofMr. K, R. Coorlawala wh o retires^by fcrotation and being eligible offere-Wflasalffo r re-appointment.3. To appoint a Director in place ofMr. E. Hilgemann who retires by rotationand being eligible offers himself fo rre-appointment.4. To appoint Auditors to hold off icefrom the conclusion of this meeting untilthe conclusion of the next AnnualG en era l Meet ing of the Company and tofix their remuneration.

SPECIAL BUSINESS5, To appoint a D irector in place ofMr. S. Regunathan who was appointed asan Add i tional Director of the Company byth e Board of D irectors with e f f e c t f rom 1stOctober, 1999 and who holds off ice interms of the provis ions of Sect ion 26 0 o fthe C ompa n ies Act, 1956 up to the dateof th is mee t ing and in respect of whomthe Company ha s r e c e i v e d a notice inwriting under Section 257 of theCompanies Act, 1956, along with adeposi t of Rs. 500 / - from a shareholderintimating her intention to proposeMr. S. Regunathan, as a candidate for theoff ice of a Di rector .

6. To appoint a Director in place ofMr. Darshan Lai who was appointed asan Ad ditional D irector of the Companyby the Board of D irectors with e f fec t f rom1st October, 1999 and who holds off icein terms of the provisions of Section 260of the Companies Act, 1956 up to thedate of th is meet ing and in respect ofwhom the Company has r e c e i v e d anotice in wr i t ing under Sect ion 257 of theCompanies Act, 1956, along with adeposi t of Rs. 500/- from a shareholderintimating her intention to proposeMr. Darshan Lai, as a candidate for theoff ice of a D irector.7. To appoint a Director in place ofD r. F. Schmider who was appointed as aDirector of the Company with e f f e c t from28th July, 1998 to f i l l in the casualva cancy of Mr. P. Oakley and who holdsoff ice in te rms of the provisions ofSect ion 262 of the Com panies Act, 1956and Art ic le 122 of the Articles ofAssociation of the C om pany up to thedate of this meeting an d in respect ofwhom, the Company has r e c e i v e d anotice in writing under Section 257 of theCompanies Act, 1956 along with adeposi t of Rs. 500 from a shareholderintimating he r intention to proposeD r. F. Schmider as a candidate for theoff ice of a Director.8. To appoint a Director in place ofMr. Pradip P. Shah who was appointedas a D irector of the Company with e f fec tfrom 31st January, 2000 to f i l l in thecasual vacancy of Mr. Y. H. Malegamand who holds of f ice In terms of theprovisions of Section 262 of theCompanies A ct, 1956 and Art ic le 12 2 ofthe Articles of Association of theCompany up to the da te of this meetingand in respect of whom, the Companyha s rece i ved a notice in writing underSect ion 257 of the Companies Act, 1956along with a deposit of Rs. 500 froma shareholder intimating his intentionto propose Mr. Pradip P. Shah as acandid ate for the of f ice of aDirector.

1

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BASF India Limited

9. Toconsider and if thought fit, to passwith or without modif ication, the fol lowingresolution as an Ordinary Resolution,"RESOLVED THAT subject to theprovisions of Sections 198, 269, 309 andother applicable provis ions, if any, of theCompanies Act, 1956 and all other

applicable statutory provisions and/or theguide l ines for Manager ia l Remunerat ionissued by the Central Government fromtime to t ime, consent of the Company beand is hereby accorded to theappointment of Mr. Prasad Chandran asthe Managing Director of the Companya n d to h is rece i v in g remun era t ion ,benefits and amenities as the ManagingDirector for a per iod of 5 y ear s f rom2n d Apr il , 200 0 upon the te rms,condi t ions and stipulations contained ina n Agreemen t to be en te red in tobe tween the Company a n d Mr . PrasadChandran, a draf t whereof is p lacedbefore the me e ting an d initialled by theChairman here of for the purpose ofide nt i ficat ion wh ich Agreemen t is herebyspecif ical ly sanctioned;

RESOLVED FURTHER THAT theBoard of Directors be and is herebyauthor ised to vary the terms andcond itions of appointme nt includingdetermination of remuneration payable toMr. Prasad Chandran in such manner asthe Board may in its absolute d iscret iond e e m s fit, prov ided however tha t theremuneration payable to Mr. PrasadChandran shal l not exceed the maximumlimits fo r payment of Manager ia lRemun e ra tion spec i f i ed in Schedu le XIIIto the Companies Act, 1956 or anyamend ments there to as may be madefrom time to time or the Companies Ac tas may be r e c o d i f i e d or the maximumlimits fo r payment of Manager ia lRemuneration as may be prescribed inaccordance with th e laws, policies, rules,regulations and guide l ines in force f romtime to time;

RESOLVED FURTHER THAT wherein any f inancia l year during the tenure ofoffice of Mr. Prasad Chandran, th e

Company has no profits or its profits areinadequate, the Company shal l payremunera t ion benef i ts and amenit ies toMr. Prasad Chandran as speci f ied in thedra f t A g r e e m e n t r e fe r r ed to above,subject to the approval of the Centra lG o v e r n m e n t a s provided in theCompanies Act, 1956 or in the a l te rn a t i veshall pay remuneration to Mr. PrasadChandran by way of salary, de arnessal lowance, perquis ites and any othera l lowance s, such amount not e xce e d ingthe ceiling limits of Rs. 24 ,00 .000 pe rannum or Rs. 2;00,000 pe r month, int e rm s of para 1 of Sect ion II of Part II ofSchedule XIII to the Companies Act,1956 or within such revised ceiling limitsas ma y be prescr ibed un der schedu leXIII f rom t ime to time or the C ompa n iesAct, 1956 as may be recodified. Thefo l lowing perquis i tes however shal l notbe included in the computation of theceiling on remuneration specifiedh e r e i n a b o v e :

(a ) Contribution to prov iden t fun d ,superannuation fund or annuity fund, tothe extent these e i ther s ingly or puttogether are no t ta xa b le un der theIncome Tax Act, 1961.(b ) Gratuity payable at a rate not

exceeding half a month's salary for eachc o m p l e t e d y e a r of s erv i ce , and(c) encashment of leave at the endof th e t e n u r e ;RESOLVED FURTHER THAT the

Board of D i r e c t o r s be and is herebyauthor ised to do a l l such acts, deeds,matters and things as may beconsidered necessary, desirable orexped ien t to give e f f e c t to thisresolut ion:10 . To con s ide r and i f thought fit, topass with or without mod i f icat ion, th efollowing resolution as an OrdinaryResolut ion:

"RESOLVED THAT subject to theprovisions of Sect ion s 198, 269, 309

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BASF India Limited

an d other applicable provisions, if any,of the Companies Act, 1956 and al lother applicable statutory provisionsand/or the guidelines for ManagerialRemuneration issued by the CentralGovernment from t ime to time, consentof the Company be and is herebyaccorded to the appointment of Mr.L. S. Naik as a Wholet ime Director ofthe Company and to h is rece iv ingremunerat ion, benef i ts and amenit ies asWholet ime Director for a period of f iveyears f rom 1st October, 1999 upon theterms, condit ions and stipulationscontained in an A g r e e m e nt to beentered into between the Company an dMr. L. S. Naik, a draft whereof is placedbefore the meeting and init ialled by theChairman for the purpose ofident i f icat ion which Agreement is herebyspecifically sanctioned;

RESOLVED FURTHER THAT theBoard of Directors be and is herebyauthorised to vary the terms andcond it ions of appointment includingdeterminat ion of remuneration payableto Mr. L. S. Naik in such manner as theBoard may in its absolute discretiond e e m s fi t prov ided however that theremuneration payable to Mr. L. S. Naikshall not e x c e e d the maximum limits fo rpayment of Managerial Remunerationspecif ied in Schedule X I I I to theCompanies Act, 1956 or anyamend ments there to as may be madefrom time to time or the Companies Ac tas may be recodified or the maximumlimits for payment of ManagerialRemuneration as may be prescribed inaccordance with the laws, policies,rules, regulations and guide l ines inforce from time to t ime;

RESOLVED FURTHER THAT in theevent of Mr. L. S. Naik ceasing to be anAlternate D irector at any t ime , duringthe aforesaid period of serv ice and isre-appointed as a D irector of theCompany, whe ther as an Alternate orotherwise, then Mr. L. S. Naik shailcontinue as a W hoiet ime D irector of the

Company on the aforesaid terms andcondit ions from the date of suchre-appointment;RESOLVED FURTHER THAT wherein any financial year during the tenureof off ice of Mr. L. S. Naik, the Companyhas no profits or its profits areinadequate , the Company shall pa yremunerat ion benef i ts and amenit ies toMr. L. S. Naik as specif ied in the draf tAgree ment re fe rred to above , subjec t to

the approval of the Central Governmentas prov ided in the Companies Act, 1956or in the alternative shall payremunerat ion to Mr. L. S. Naik by wayof salary, dearness allowance,perquisites and any other allowances,such amount not exceeding the ceilinglimits of Rs. 24 ,00 ,000 pe r annum orRs. 2 ,00 ,000 pe r month, in t e rms ofpara 1 of Section II of Part II ofSchedule XII! to the Companies Act,1956 or within such rev ised ce i ling l imitsas may be prescribe d under ScheduleXIII f rom t ime to time or the CompaniesAct, 1956 as may be recod i f ied . Th efollowing perquisites however shall notbe included in the computation of thecei l ing on remuneration specifiedhere inabove:

(a ) Contribution to prov ident fund,superannuation fund or annuity fund tothe extent these either singly or puttogether are not taxable under theIncome Ta x Act, 1961.(b) Gratuity payable at a rate notexceed ing half a month's salary fo reach completed year of serv ice , andfc) encashment of l eave at the endof the tenure.RESOLVED FURTHER THAT theBoard of Directors be and is herebyauthorised to do al l such acts, deeds,matters and things as may beconside red ne cessary, de sirable orexped ient to g ive e f fec t to this

resolution;

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BASF India Limited

11. To con s ide r and i f thought f i t. topass with or without modif ication thefollowing resolution as an OrdinaryResolution:

"RESOLVED THAT subject to theprovisions of Sect ion s 198, 269, 3 0 9 a n dother applicable provisions, if a n y, of theCompanies Act, 1956 and all otherapplicable statutory prov isions and /or theguidelines for Manager ia l Remunerat ionissued by the C e n tra l G ove rn men t f romtime to t ime, consent of the Company beand is hereby accorded to theappointment of Mr. S. G. Kulka rn i as aWholet ime Di rector of the Company an dto h is rece iv ing remune rat ion, ben e f i tsan d a men i t i es a s Whole t ime D i rector fo ra period of five years from 1st October,1999 upon the terms, condi t ions andstipulations contained in an A g r e e m e n tto be en te red in to be twee n the C ompan yand Mr. S. G. Kulkarni, a dr a f t w h e r e o f isplaced before the meeting and initialledby the Chairman for the purpose ofident i f icat ion which A g r e e m e n t is herebyspeci f ica l ly sanct ioned,

RESOLVED FURTHER THAT theBoard of D i rectors be and is herebyauthor ised to vary the terms andcondi t ions of appointment includ ingremunerat ion payable to Mr. S. G.Kulkarni in such manner as the Boardmay in its absolute d iscret ion d e e m s f i t ,provided however that the remunerat ionpayable to Mr. S. G. Kulkarni shall note x c e e d th e maximum limits fo r pa ymen tof Manager ia l Rem une rat ion spec i f ied inSchedule XIII to the C ompa n ies A ct ,1956 or any a m e n d m e n t s t h e r e t o as maybe ma de f rom t ime to t ime or theCompanies Act as may be r e c o d i f i e d orth e maximum limits fo r payment ofManager ia l Re mune rat ion as may beprescr ibed in a ccorda n ce wi th th e laws,pol ic ies, rules, regulat ions and guide l inesin force f rom t ime Eo t ime;

RESOLVED FURTHER TFIAT in thee v e n t of Mr. S. G. Kulkarn i ceasing to bean Altern ate D irector at any t ime duringthe a foresa id per iod o f se rv ice a n d is

re-appointed as a Di rector of theCompany, whether as an Al te rn a te orotherwise, then Mr. S. G. Kulkarn i shallcontinue as a Wholetime Director of theC ompa n y on the a foresa id te rms a n dcondi t ions f rom th e date of suchre-appointment.

RESOLVED FURTHER THAT wherein any f inancia l year dur ing the tenure ofoff ice of Mr. S. G. Kulkarn i , the C ompa n yhas no profits or its profits a rei n a dequa te , the Company shall payremune rat ion, be nef i ts and amenit ies toMr. S. G. Kulkarn i as spec i f i ed in thedraf t A g r e e m e n t re fe r red to a bove ,subject to the approval of the Cen t ra lG o v e r n m e n t as prov ided in theC ompa n ies Act , 1956 or in the alternat iveshall pa y remun era t ion to Mr. S. G.Kulkarni by way of sa la ry , dea rn essal lowance, perquisi tes and any othera l lowances, such amount not exceed ingthe cei l ing l imits of Rs. 2 4 , 0 0 . 0 0 0 pe rannum or Rs. 2 , 0 0 , 0 0 0 pe r month, int e rms of para 1 of Sect ion II of Part II ofSchedule XIII to the C ompa n ies A ct ,1956 or within such revised ceiling limitsas may be prescr ibed underSchedule XIII f rom t ime to t ime or theCompanie s Act, 1 956 as may ber e c o d i f i e d . The fol lowing pe rquis i teshowever shall not be included in thecomputat ion of the ce i l in g onremunerat ion spec i f i ed h e r e i n a b o v e :

(a ) Contr ibut ion to prov iden t fun d ,superannuation fund or annuity fund tothe exten t these e i ther s ingly or puttogether are not taxable under theIncome Tax A c t, 1 9 6 1 .

(b) Gratuity payable at a rate notexceed ing hal f a month 's sa lary for eachc o m p l e t e d y e a r of s e r v i c e , and(c ) en ca shmen t of leave at the endof the t e n u r e ;RESOLVED FURTHER THAT theBoard of D i re c t o r s be and is hereby

authorised to do all such acts, deeds,

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BASF India Limited

matters and things as may beconsidered necessary, desirable orexpedient to give e f f ec t to thisresolution;12. To consider and i f thought f it , topass with or without modification thefollowing resolution as an OrdinaryResolution:

"RESOLVED THAT subject to theprovisions of Sections 198, 269, 309 a n dother applicable provisions, if any, of theCompanies Act, 1956 and all otherapplicable statutory provisions and/or theguidelines fo r Managerial Remunerationissued by the Central Government fromtime to t ime , consent of the Company beand is hereby accorded to theappointment of Mr. R. E. Vaz as aWholetime Director of the Company andto his rece iv ing remune ration, bene f itsand amenit ies as Wholet ime Director fora period of f ive years from 1st October ,1999 upon the terms, condit ions andstipulat ions contained in an Agreementto be entered into between the Companyand Mr. R. E. Vaz, a draft whereof isplaced before the meeting and initialledby the Chairman for the purpose ofidentification which Agreement is herebyspeci f ical ly sanct ioned;

RESOLVED FURTHER THAT theBoard of D irectors be and is herebyauthorised to vary the terms andconditions of appointment includingdeterminat ion of remuneration payable toMr. R. E. Vaz in such manner as theBoard may in its absolute discretionde ems f i t , provide d howeve r that theremunerat ion payable to- Mr. R. E. Vazshall not e x c e e d the maximum limits forpayment of Managerial Remunerationspeci f ied in Schedule XIII to theCompanies Act , 1956 or anyamendments thereto as may be madefrom time to time or the Companies Ac tas may be recodif ied or the maximumlimits for payment of Manager ia lRemuneration as may be prescribed inaccordance with the laws, policies, rules,

regulations and guidelines in force fromtime to t ime;RESOLVED FURTHER THAT in thee v e n t of Mr. R. E. Vaz ceasing to be anAlternate Director at any time during theaforesaid per iod of serv ice and isre-appointed as a Director of theCompany, whether as an Alternate orotherwise, then Mr. R. E. Vaz shallcontinue as a Wholet ime Director of theCompany on the aforesaid terms and

condit ions from the date of suchre-appointment;RESOLVED FURTHER THAT where

in any financial year during the tenure ofoff ice of Mr. R. E. Vaz, the Company hasno profits or its profits are inadequate,the Company shall pay remunerationbenef i ts an d amenitie s to Mr. R. E. Vazas spec i f i ed in the d raft Agreementreferred to above, subject to theapproval of the C e ntral Government asprovided in the Com panies Act, 1956 orin the alternative shall pay remunerationto Mr. R. E. Vaz by way of salary,dearness allowance, perquisites and anyother allowances, such amount notexceed ing the ceiling limits ofRs. 2 4 , 0 0 , 0 0 0 pe r annum or Rs. 2,00,000pe r month, in terms of para 1 ofSect ion II of Part II of Schedule XIII to theCompanies Act , 1956 or within suchrev ised ceiling limits as may beprescr ibed under Schedule XIII from t imeto time or the Companies Act, 1956 asmay be recod i f i ed . Th e followingperquisites however shall not beincluded in the computation of theceil ing on remuneration specif iedhereinabove:

(a ) Contribution to provident fund,superannuation fund or annuity fund tothe extent these either singly or puttogether are not taxable under theIncome Tax Act, 1961.(b) Gratuity payable at a rate notexceeding hal f a month's salary fo r each

completed year of serv ice , and

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BASF India Limited

fc ) en ca shmen t of l ea ve at the endof the tenure;RESOLVED FURTHER THAT theBoard of Di rectors be and is herebyauthor ised to do a l l such acts, d e e d s ,matters and things as may beconsidered necessary, desirable orexped ien t to give e f f e c t to this resolution;

By Order of the Board of DirectorsM. R. IYERCompany Secretary

Registered Office:Rhone-Poulenc HouseS. K. Ahire MargMumbai 4 0 0 0 2 5Da ted : 19 th Jun e , 2000

Notes:1. A MEMBER ENTITLED TO ATTENDAN D VOTE IS EN TITLED TO APPOIN T APROXY TO ATTEN D AN D VOTEINSTEAD OF HIMSELF AND TH E PROXYNEED NOT BE A M E M B E R OF THECOMPANY.2 . An Explanatory Statement underSect ion 173 of the Companies Act, 1956in respect of the special businessproposed to be transacted at themeet ing is a n n exed here to.3 . The Register of Members and theShare Transfer Books of the C ompa n ywill be closed f rom 21st July: 2 0 0 0 t o2nd August , 2000 (both da ys inclus ive) .4. The members are r e q u e s t e d tointimate their queries/requirements forclari f ication on the Annual Report so asto reach the Company on or before24th July. 2000 which will enable the

Company to furnish the replies at theAnnual G e n e r a l Meeting.5. Th e members are requested to notifyto the Company's Registrars & ShareTransfer Agents. M /s Tata ConsultancyServ ices (TCS), 6, Lotus House , Ne wMarine Lines, Sir Vithaldas Thacke rseyMarg, Mumbai 400 020 of any change intheir a d d r e s s .6. Pursuant to the provisions of subsect ion (5 ) of Sect ion 205A of theC ompa n ies Act . 1956 any mon eyt ra n s fe r red to the unpaid d i v iden da ccoun t of the Company which remainsunpaid or unclaimed for a period ofs e v e n years f rom the date of sucht ransfer to the un pa id d i v i den d a ccoun tshall be t ra n s fe r red by the Company toth e Investor Education and Protect ionFund establ ished by the Centra lG o v e r n m e n t .Shareholders who have not c la imed oren ca shed their d i v iden d wa r ra n ts inrespect of f inancia l years 1995-96,1 9 9 6 -9 7 and 1997-98 are the re forerequested to approach ou r Registrars &Share Transfer Agents M/s. TataC on sul ta n cy Se rv ices in writing with theirfol io numbers to faci l i ta te payme nt.7. Members are reques ted to bringtheir Annual Report alongwith them toth e meeting.8. C ompa n y 's Equity Shares are l istedon The Stock Exchange, Mumbai P. J.Towers, Dala i Street, Mumbai 400 001and the National Stock Exchange ofInd ia Ltd. , Trade W orld, Senapati BapatMarg. Lower Parel, Mumbai 400 013 andthe Company has paid the annual l istingf e e s for the f inancia l y ear 2 0 0 0 - 2 0 0 1 toboth Exchanges.

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BASF India Limited

Explanatory StatementPursuant to Sect ion 173 of theCompanies Act, 1956.Item Nos. 5 & 6Mr. S. Regunathan and Mr. Darshan Laiwere appointed as Addi t ional Directors ofthe Company on 1st October, 1999 underArticle 10 8 of the Art ic les of Association ofthe Company. In accordance with theprovisions of Sect ion 260 of theCompanies Act, 195 6 they hold off iceupto the date of the forthcoming AnnualGenera l Meet ing.The Company has rece ived two not ices inwriting and deposi t of Rs. 50 0 e a c halongwith the not ices from shareholders,under Sect ion 257 of the Companies Act,1956 s ign ify ing their intention to proposethe candidature of Mr. S. Regunathan andM r. Darshan La i respect i ve ly for the off iceof Director liable to retire by rotation.The Board recommends the appointmentof Mr. S. Regunathan and Mr. DarshanLa i a s D i rec tors .None of the Directors other than Mr. S.Regunathan and Mr. Darshan Lai may becon s ide red to be i n te res ted or d e e m e d tobe i n te res ted in the passing of theresolutions.Item No. 7D r. F. Schmider was appointed as aDirector of the Company on 28th July,1998 in the casual vacancy caused by theresignat ion of Mr. P. Oa kleyIn te rms of Sect ion 262 of the C ompa n iesAc t 1 9 5 6 , Dr. F. Schmider holds off iceupto the date of the for thcoming Ann ualG en era l Meet ing, being the date on whichMr. P.Oakley would have retired byrotation ha d he con t in ued to be a Di rectorof the Company.The C ompa n y ha s r e c e i v e d a notice inwr i ting and a d eposi t of Rs. 50 0 a longwiththe notice from a shareholder underSect ion 257 of the Companies Act, 1956signifying her intention to propose thecandidature of Dr. F. S c h m i d e r for theoff ice of D irector l iable to ret ire byrotation.

The Board recommends h is appointmentas a Director.None of the Directors other than D r. F.Schmider may be con s ide red to bei n te res ted or dee med to be in te res ted inthe passing of this re solution.Item No. 8Mr. Pradip P. Shah wa s appointed as aDirector of the Company on 31 st January,200 0 in the casual vacancy caused by theresignation of Mr. Y. H. Malegam.In te rms of Sect ion 262 of the C ompa n iesAc t 1956, Mr. Pradip P. Shah holds off iceupto the date of the forthcoming AnnualG en era l Meet ing, be ing the da te on whichMr. Y. H. Malegam would have retired byrotation had he con t in ued to be a Directorof the Company.The Company ha s re ce i v e d a notice inwriting and a depos i t of Rs. 50 0 alongwiththe notice f rom a share holde r un derSect ion 257 of the C ompa n ies Act 1956signifying his intention to propose thecandidature of Mr. Pradip P. Shah for theoff ice of D irector liable to retire byrotation.The Boa rd recommen ds his appointmentas a Director.None of the Di rectors other thanMr. Pradip P. Shah may be considered tobe in te res ted or d e e m e d to be in te res tedin the passing of this resolution.Item No. 91. At the meeting of the Board ofDi rectors ( the Board) of the Companyheld on 12th January, 2000 , the Boardappointed M r. Prasad Chandran as theManaging Director of the Company. TheBoard at i ts mee t ing he ld on 28th March2 0 0 0 , a pproved the tenure and the t e r m sof appointment and remunerat ion payableto Mr. Prasad Chandran, subject to theapproval of the Shareholders, as detailedin para 2 below:Mr. Prasad Chandran is a B.Sc.(Hons) inChemistry and holds a d ip loma inindustr ia l che mistry and a Masters de greein Business Administration. He has held

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BASF India Limited

senior a nd responsible positions inmarket ing, commercia l and operationalfunct ions and has va luable business andindustr ia l exper ience of over 25 years.Prior to his appointment as the ManagingDirector, Mr. Prasad Chandran was theWholet ime D irector & Chief Exe cutive ofth e Crop Protect ion Chemicals d iv is ion ofthe Company f rom 29th Apr il 1996 to1st Apr i l 200 0. Having regards to h isqualifications, e x p e r i e n c e and associationwith the Company, the D i rec tors con s ide rthat it would be in the business in terest ofthe Company to appoint Mr. PrasadChandran as the Managing D i r e c t o r for aper iod of f ive yea rs w. e. f . 2 n d Apr i l 200 0 .2. The terms and condi t ions ofappointment of Mr Prasad Chandran areas un der :

(a ) Mr. Prasad Chandran shallexerc ise and pe rform a ll such powers anddut ies as the Bo ard of D i rectors of theCompany shall from t ime to t imed e t e r m i n e , and subject to thesuper in tendence , contro l , d i rec t ion a ndrestr iction from tim e to t ime given andimposed by the Board and /or the Art ic lesof Associat ion of the Company, he shallhave the genera l control of the businessand af fa irs of the Com pany with powe r toenter into contracts on behalf of theCompany in the ordinary course of thebusiness and to do and perform a ll actsand things which in the ordinary course ofbusiness he may con s ide r n ecessa ry andproper or in the in terest of the Company.He sha l l de vote suf f ic ien t t ime a n dattention to the business of the Companyand shall use his best en dea vour topromote th e C ompa n y 's in te re s ts a ndwel f are .

(b ) Period of A g r e e m e n t : 5 yearswith e f f e c t f rom 2nd Apr il , 2 0 0 0 .(c ) Remun era t ion : The remun era t ionpayable to Mr. Prasad Chandran as theManaging D irector by way of salary,additional/ad hoc salary, per forman cesalary/per formance l inked i ncent i ve ,specia l a l lowance, perquis i tes a n d othera l lowances shal l be determined by theBoard f rom t ime to t ime in the ir absoluted iscret ion but shal l not exceed themaximum l imits la id down under Sect ions

198, 309 and other appl icable prov is ions,if any, of the Companies Act, 1956 andSchedu le XIII to the C ompa n ies Act , 1 9 5 6or an y a men dmen ts there to as may bema de f rom time to t ime or the limits asmay be prescr ibed in the Companies Act,1956 as may be recodi f ied or the laws,policies, rules, regulat ions and guide l inesin force f rom t ime to t ime . Theremunerat ion payable to Mr. PrasadChandran as determined by the Board attheir meeting he ld on 28th March, 2000are as u n d e r( i) Salary including additional/ad hoc sa lary, specia l a l lowance and anyother al lowances as may be d e t e r m i n e dby the Board f rom t ime to t ime note x c e e d i n g Rs. 29,00,0007- per annum,th e current basic sa lary be ing f ixe d atRs 1 ,5 0 ,0 0 0 / - per month (Rs. 18,00.00 07-p.a.).

( i i ) Per forma n ce salary/per forma n ce l in ked in cen t ive n ote x c e e d i n g Rs. 16,00 ,0007- pe r annum asma y be de te rmin ed by the Boa rd f romtime to time.(iii) Perquis i tes: In addi t ion toSalary payable as aforesaid, Mr. PrasadChandrar i is ent i t led to perquis i tesinclud ing furn ished/unfurn ished

accommodation/house rent a l lowance inl ieu thereo f , gas, e lectr ic i ty, wa ter ,furnishings, medica l re imbursements forsel f a n d fa mi ly , lea ve t ra ve l con ce ss ionfo r sel f a nd fami ly, club f e e s , personala cc iden t in sura n ce , med ica l insurance,group insurance and other be n e f i ts anda men i t i es payable in a ccorda n ce wi th th er u les of the Compa ny f rom t ime to t ime.The monetary value of the perquis i tesaforesaid present ly not exceedingRs. 1 0 , 0 0 , 0 0 0 7 - pe r annum.

(iv) Company's contr ibut ion top r o v i d e n t fund, superannuation fund a n dbenef i ts u n d e r th e C ompa n y 's pen s ionscheme, gratu i ty and encashment ofl eave at the end of the ten ure will bepermi t ted , in a ccorda n ce wi th th e rules ofth e C ompa n y.
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BASF India Ltd 2000 (1)