Page 99 - GlaxoSmithKline Pharmaceuticals AR 2012

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Where in any financial year, the Company has no profits or its profits are inadequate, the remuneration
payable will be in accordance with the provisions of Section II of Part II of Schedule XIII to the
Companies Act, 1956, as may be amended from time to time.
4. In the event of any increase in the limits of the emoluments, benefits and perquisites payable in accordance
with the laws, policies, rules, regulations or guidelines in force from time to time, the Company may, in its
discretion, increase the remuneration payable to the Whole-time Director, subject to obtaining such approvals as
may be required.
5. Other Terms:
(i) He shall not become interested or otherwise concerned directly or through his wife and / or minor children in
any selling agency of the Company without the prior approval of the Central Government.
(ii) He shall be entitled to reimbursement of all actual expenses including on entertainment and travelling incurred
in the course of the Company’s business.
(iii) His appointment may be terminated by the Company or by him by giving not less than three months’ prior
notice in writing.
(iv) The Agreement also set out the mutual rights and obligations of the Company and Mr. R. C. Sequeira.
In compliance with the applicable provisions of the Companies Act, 1956, Ordinary Resolutions as set out in item 7 of
the accompanying Notice is now being placed before the members in the General Meeting for their approval.
None of the Directors, except Mr. R. C. Sequeira is concerned or interested in the said Ordinary Resolution.
This Explanatory Statement is and should be treated as an abstract under Section 302 of the Companies Act, 1956, of
the Agreement to be entered into between the Company and Mr. R. C. Sequeira.
Item No. 8
Mr. R. Krishnaswamy joined the Company as Technical Director, Designate w.e.f. 19th January 2011. He was appointed
as Whole-time Director w.e.f. 1st August 2011. His contract of appointment was approved by the Shareholders for a
period of five years from 1st August 2011 at the Annual General Meeting held on 10th April 2012.
Mr. Krishnaswamy is entitled for a one-time Sign-on Bonus of Rs. 27 lakhs. A sum of Rs. 15 lakhs was paid to him
on his joining prior to his appointment as Whole-time Director and the balance of Rs. 12 lakhs to be paid in two
equal installments in April 2012 & 2013. If he voluntarily resigns or is terminated for any cause, before two years of
employment, he will need to pay back the entire amount to the Company.
The Sign-on Bonus was agreed at the time when he was not appointed as a Director and hence not included in his
contract of appointment as a Whole-time Director which governs his remuneration for the contract period. However, as
the balance payment of Rs. 12 lakhs is paid to him after his appointment as Whole-time Director, it could be construed
as managerial remuneration and disclosed as such. It is advisable that his terms of contract be amended to include
this payment.
In compliance with the applicable provisions of the Companies Act, 1956, Ordinary Resolution as set out in item 8 of
the accompanying Notice is now being placed before the members in the General Meeting for their approval.
None of the Directors, except Mr. R. Krishnaswamy is concerned or interested in the said Ordinary Resolution.
This Explanatory Statement is and should be treated as an abstract under Section 302 of the Companies Act, 1956, of
the Supplemental Agreement to be entered into between the Company and Mr. R. Krishnaswamy.
Item No. 9
The members at their meeting held on 29 th March 2011 have approved the terms of contract of Dr. A. Banerjee which
includes approval for an amount upto 100% of his annual salary as additional Performance Bonus for any special
projects that may be assigned to him by the Board of Directors from time to time.
At the Board Meeting held on 12th July 2012, the Board approved payment of Rs. 133.66 lakhs to Dr. A. Banerjee for
successful completion of special project. It exceeds the amount approved by the members by Rs. 52.66 lakhs and
hence an approval of members needs to be obtained for the excess amount. Dr. A. Banerjee retired as a Director of
the Company w.e.f. 31st July 2012.
In compliance with the applicable provisions of the Companies Act, 1956, Ordinary Resolution as set out in item 9 of
the accompanying Notice is now being placed before the members in the General Meeting for their approval.
None of the Directors, except Dr. A. Banerjee is concerned or interested in the said Ordinary Resolution.
All the documents referred to in the Notice and Explanatory Statement above are open for inspection at the
Registered Office of the Company between 10 a.m. and 12 noon on all days except Saturdays, Sundays and holidays,
until the date of the Annual General Meeting or any adjournment or adjournments thereof.
By Order of the Board of Directors
A. A. Nadkarni
Company Secretary
Mumbai, 19th February 2013
Registered Office:
Dr. Annie Besant Road,
Mumbai 400 030.
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