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b) Remuneration Committee


Composition: The Remuneration Committee comprises of three Independent Directors as detailed below:


Name of Committee Member

Designation in Committee


Mr. Mukul Desai


Non-Executive Independent

Mr. Vijay Kalantri


Non-Executive Independent

Mr. K. D. Hodavdekar


Non-Executive Independent


Terms of Reference:


The functioning and the terms of reference of the Committee are consistent with the recommendations as prescribed under the Listing Agreement.


The Committee governs, reviews and recommends remuneration / perquisite / commission package payable to the Managing Director and other Managerial Personnel (if any), within the overall ceiling as prescribed by the Board / under the Companies Act, 1956. Further, it also reviews (i) the overall compensation structure and policies of the Company with a view to attract, retain and motivate employees; (ii) reviews compensation levels of the Company’s employees vis-à-vis other companies and industry in general.


Meetings: During the year under review, the Remuneration Committee did not meet.


Remuneration Policy:


Whole-Time Directors (as the case may be), for approval by the Board and Members. Prior approval of Members is obtained in case of remuneration to Non-Executive Directors, except for sitting fees to the extent permitted. The remuneration paid is determined keeping in view the industry benchmark, the relative performance of the Company to the industry performance and review of remuneration packages of managerial personnel of other organizations. Perquisites and retirement benefits are paid according to the Company policy as applicable to senior executives of the Company, subject to prescribed statutory ceiling.


Independent Non-Executive Directors are appointed for their professional expertise in their individual capacity as independent professionals / business executives. Non-Executive Directors are paid sitting fees for attending the meetings of the Board and various other Committees, which is determined keeping in view comparable industry and corporate standards. As the Chairman is paid monthly remuneration in accordance with approval of Members and Central Government, he is not entitled for sitting fees.


The remuneration of employees largely consists of basic salary, perquisites, bonus and performance incentives. The components of the total remuneration vary for different grades and are governed by the industry pattern, qualification & experience / merits, performance of each employee. The main objective of the remuneration policy is to motivate each and every employee and to stimulate excellence in their performance, recognize merits / achievements in order to retain the talent in the Company and to promote the feeling of belongingness.


In addition to the above, the Directors (other than Promoters) and the employees may be granted stock options under the Employees Stock Options Scheme of the Company as may be approved by the Shareholders and decided by the Compensation Committee of Directors from time to time.


Details of Remuneration to Directors:


Remuneration to Mr. Pramoud Rao,
Managing Director (Executive Director)

Remuneration to Mr. Manohar Bidaye, Chairman (Non-Executive Director)

Terms of Appointment

The term of Mr. Pramoud Rao, as Managing Director has been renewed for a period of five years i.e. upto February 28, 2017. The terms and conditions including remuneration, which are valid till February 28, 2015, have been approved by Members through Postal Ballot, results of which were declared on June 21, 2012. Remuneration paid to Mr. Pramoud Rao during 2012-13 is as under:

Salary (including Basic, HRA, Special Allowance, CCA)


The Central Government vide its letter dated August 27, 2012 has approved payment of remuneration to Mr. Manohar Bidaye, for a further period of five years w.e.f. April 1, 2012, with an overall ceiling limit of Rs.800,000 per month. During the financial year ended March 31, 2013, he was paid a monthly remuneration of Rs.302,195 i.e. total remuneration of Rs.3,626,340 for rendering his advisory services to the Company.

Contractual basis Yes Yes
Commission & Fixed Components Commission up to 2% of net profits for each financial year (as may be decided by the Board) and other fixed components which forms part of remuneration. No Commission has been paid for financial year 2012-13. He is not entitled to any commission on the net profits of the Company.
Notice period for severance Six months. Compensation for severance of services would be computed in accordance with applicable provision of Companies Act, 1 Three months. Compensation for severance is three months remuneration.
Perquisites Entitled as per the Agreement. Entitled as per the Agreement.
Sitting Fees Not entitled for sitting fees for attending meetings of the Board of Directors or any of its Committees. Not entitled for sitting fees for attending meetings of the Board of Directors or any of its Committees.
Absence or inadequacy of profits In the event of absence or inadequacy of profits in any financial year during the tenure of Managing Director, he would be entitled for the aforesaid remuneration, perquisites / benefits as the minimum remuneration, subject to the ceiling limits prescribed under Schedule XIII and other applicable provisions of the Companies Act, 1956; subject to necessary approval from the Central Government (if required). --


Remuneration to other Non-Executive Directors


  • Remuneration by way of sitting fees for attending Board and Committee meetings are paid to Non-Executive Directors (other than Chairman). Sitting fees vary from type of meetings attended.
  • During the year, the Non-Executive Directors were paid sitting fees for attending each of the following meetings of the Company as under:


    Type of Meetings

    Sitting fees (in Rs.)

    Board Meeting


    Audit Committee Meeting


    Share Transfer and Investors Grievances Committee Meeting


    Other Committees Meetings



  • Details of sitting fees paid to Non-Executive Directors during the year are as under:


    Name of Non-Executive Directors

    Sitting fees (in Rs.)

    Mr. Mukul Desai


    Mr. Vijay Kalantri


    Mr. K.D. Hodavdekar


    Mr. Venu Raman Kumar
    (appointed w.e.f. September 1, 2012)


    Mr. Achyut Godbole
    (resigned w.e.f. February 12, 2013)




  • Except Mr. Manohar Bidaye, who draws remuneration from the Company as stated above, no other Non-Executive Director has any material pecuniary relationship or transactions with the Company.
  • Except for Mr. Manohar Bidaye, Promoter and Non-Executive Director, who holds 430,100 Equity Shares; Mr. Venu Raman Kumar (appointed w.e.f. September 1, 2012), Non-Independent Non-Executive Director, who holds 400,000 Equity Shares as individual and 2,900,000 Equity Shares through Aark Singapore Pte. Ltd., Singapore (wherein he is a Director and 100% Shareholder), and Mr. Achyut Godbole, Independent Non-Executive Director (resigned w.e.f. February 12, 2013), who held 23,000 Equity Shares of the Company no other Directors hold any Equity Shares of the Company.
  • No Directors holds any Stock Options of the Company, nor any of them was granted Stock Options.
  • None of the Directors are related to each other.
  • None of the Directors hold any convertible instruments in the Company.



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