Schedules forming part of the Financial ... - Thomas Cook India

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Item No. 9
Revision in terms of appointment of Mr. Vinayak K. Purohit
Mr. Vinayak K. Purohit, born on 3rd November, 1955, is a Chartered
Accountant and a Finance person by profession. He is a graduate of
the Commerce discipline from Mumbai University, as also an Associate
of the Institute of Chartered Accountants of India.
Mr. Vinayak K. Purohit joined Thomas Cook (India) Limited as its
Executive Director – Finance in May, 2007, from HT Media Limited,
New Delhi where he held the position of Chief Financial Officer for
a year.
Prior to that, Mr. Purohit served as Chief Financial Officer of Companies
such as GE Countrywide Financial Services Limited, Rediff.com India
Limited, BPL Mobile Communications Limited and Crest Animation
Limited. He worked with Marico Industries Limited from 1992 to 1997
and grew to the position of General Manager – Finance. In 1984, he
joined Britannia Industries Limited as Corporate Accounts Manager,
where he worked for eight years. Mr. Vinayak K. Purohit started his
career in 1979 as an Accounts Officer with Nirlon Limited.
The Board had, on the recommendation of the Recruitment &
Remuneration Committee, vide resolution passed at its meeting
held on 16th February, 2012, approved the revision in Mr. Vinayak
K. Purohit’s terms of appointment, with effect from 1st March, 2012
upto 13th May, 2013, particularly, the clauses on notice period and
post separation restrictive period in the best interests of the Company,
subject to the approval of the members of the Company at the General
Meeting and subject to such further approvals including that of the
Central Government, if any, as may be required under the applicable
law.
The modified Clauses, as set out in the draft Supplemental Service
Agreement to be entered into, are given below:
Clauses 14 (a) and (b):
14. Notwithstanding anything to the contrary herein contained:
(a) The Company shall be entitled to terminate this Agreement
at any time by giving Mr. Purohit not less than 6 (six) month’s
notice in writing in that regard, without assigning any reason
thereto, or upon payment to Mr. Purohit of the Gross Salary
payable to him for a period of 6 (six) months in lieu of such
notice. Computation of Gross Salary will include all components
of Mr. Purohit’s remuneration package including perquisites but
Thomas Cook (India) Limited
shall not include stock options and any form of Variable Pay like
bonus / commission.
(b) Mr. Purohit shall be entitled to terminate this Agreement at
any time by giving to the Company not less than 6 (six) month’s
notice in writing in that regard, without assigning any reason to
the Company, or upon payment of 6 (six) month’s Gross Salary
in lieu of such notice. Computation of Gross Salary will include
all components of Mr. Purohit’s remuneration package including
perquisites but shall not include stock options and any form of
Variable Pay like bonus / commission.
All other terms and conditions stated in the Service Agreement dated
21st June 2010 shall remain unchanged and be applicable accordingly,
except Clauses 14 (a) and (b) as mentioned hereinabove.
A copy of Agreement to be entered into by the Company in respect
of variation of the terms of appointment of Mr. Vinayak K. Purohit is
available for inspection by the Members at the Registered Office of the
Company on all its working days except Saturdays, Sundays and public
holidays between 11 a.m. and 1 p.m. upto the date of the ensuing
Annual General Meeting and will also be available for inspection at
the Meeting.
The Board of Directors, therefore, commends the passing of the
Special Resolution contained in Item No. 9 of the accompanying
Notice.
Mr. Purohit holds 6000 (six thousand) shares in the Company. As
on 31st December, 2011, he is a member of the Share Transfer &
Shareholders’ / Investors’ Grievance Committee and Sub-Committee
of the Board of Directors of the Company.
No Director other than Mr. Vinayak K. Purohit may be considered to
be concerned or interested in the said resolution.
BY ORDER OF THE BOARD
R. R. KENKARE
President & Head – Legal & Company Secretary
Registered Office:
Thomas Cook Building,
Dr. D. N. Road, Fort, Mumbai 400 001
Dated: 16th February, 2012
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