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REMUNERATION COMMITTEE
b) Remuneration Committee
Composition : The Remuneration Committee comprises of three Directors, all of whom are Independent. The Chairman of the Committee is nominated by the Board. The composition of the Remuneration Committee is as follows:
Name of Committee Member |
Designation in Committee |
Category |
Mr. Mukul Desai |
Chairman |
Non-Executive Independent |
Mr. Vijay Kalantri |
Member |
Non-Executive Independent |
Mr. Achyut Godbole* |
Member |
Non-Executive Independent |
Dr. B.Samal# |
Member |
Non-Executive Independent |
* Appointed w.e.f. December 14, 2010
# Resigned w.e.f. December 14, 2010
Upon appointment of Mr. K. D. Hodavdekar as an Additional Director w.e.f. August 4, 2011, he replaced Mr. Achyut Godbole as a Member of Remuneration Committee effective the said date.
Terms of Reference
The Committee determines, reviews and recommends remuneration payable to Managing Director in addition to reviewing overall compensation structure and policies of the Company with a view to attract, retain and motivate employees, reviewing compensation levels of the Company’s employees vis-à-vis other companies and industry in general.
Meetings: The Committee did not meet during the financial year 2010-2011.
Remuneration Policy:
The main objective of the remuneration policy is to motivate persons and to promote excellence in their performance, recognize merits and achievements, retain talent in the Company and finally, to promote the feeling of belongingness.
The Remuneration Committee recommends the remuneration for Managing Director / other Whole time Directors (as the case may be), for approval by the Board and Members. Their remuneration is determined keeping in view the industry benchmark, the relative performance of the Company to the industry performance, macro economic situation and review of remuneration packages of managerial personnel of other organizations.
Non-Executive Directors are paid sitting fees for attending the meetings of the Board and 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.
Remuneration of employees largely consists of basic remuneration, perquisites and bonus and performance incentives. The components of the total remuneration vary for different grades and are governed by industry pattern, qualifications and experience of the employee, responsibilities handled and individual performance, etc.
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 decided by the Compensation Committee from time to time.
Details of remuneration to Directors:
Particulars |
Remuneration to Mr. Pramoud Rao, |
Remuneration to Mr. Manohar Bidaye, Chairman (Non-Executive Director) |
|
Terms of Appointment |
His term was renewed for a period of five years. The terms and conditions including remuneration have been approved by Members, which are valid till February 29, 2012. Remuneration paid to him during 2010-2011 is as under: |
The Central Government has approved the payment of remuneration to him, for a period of five years w.e.f. April 1, 2007 with an overall ceiling limit of Rs. 800,000 per month. During the financial year ended March 31, 2011, 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. |
|
Salary |
Rs. 5,409,000 |
||
Commission |
Nil |
||
Medical |
Rs. 15,000 |
||
LTA |
Nil |
||
PF |
Rs. 9,360 |
||
|
Total |
Rs. 5,433,360 |
|
Contractual basis |
Yes |
Yes |
|
Commission & Fixed Components |
Commission upto 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 2010-2011. |
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 the Companies Act, 1956. |
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 Committee. |
|
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. |
- |
|
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 the following meetings of the Company as under:
Type of Meetings
Sitting fees (in Rs.)
Board Meeting
15,000
Audit Committee Meeting
5,000
Share Transfer and Investors Grievances Committee Meeting
1,500
Other Committees Meetings
2,500
- Details of sitting fees paid to Non-Executive Directors during the year as under:
Name of Non-Executive Directors
Sitting fees (in Rs.)
Mr. Mukul Desai
114,500
Mr. Vijay Kalantri
102,500
Dr. B. Samal*
60,000
Mr. Achyut Godbole
75,000
Total
352,000
* Resigned w.e.f. December 14, 2010
- None of the Non-Executive Directors has any material pecuniary relationship or transactions with the Company.
- None of the Non-Executive Directors holds any shares or Stock Options of the Company, nor any of them, were granted Stock Options.
- None of the Directors are related to each other.
- None of the Directors holds any convertible instruments in the Company.