premium paid on such insurance shall be treated as part
of the remuneration.
Remuneration to the Whole-time Director KMP and senior
Management Personnel
Remuneration to whole time Directors, KMP and Senior
Management consists of the following components :
1. Salary & Perquisites:
The Whole-time Director / MD / JMD, KMP and Senior
Management Personnel shall be eligible for a monthly
remuneration as may be approved by the Board on the
recommendation of the Committee. The breakup of the
pay scale and quantum of perquisites including, employer’s
contribution to P.F, pension scheme, medical expenses, re-
imbursement of gas electiricty and water expenses, HRA,
club fees etc. shall be decided and approved by the Board
on the recommendation of the Committee and approved
by the shareholders and Central Government, wherever
required.
2. Commission:
MD/JMD would also be entitled for the commission in
accordance with the provisions of the Companies Act,
2013
3. Minimum Remuneration:
If, in any financial year, the Company has no profits
or its profits are inadequate, the Company shall pay
remuneration to its Whole-time Director in accordance
with the provisions of Schedule V of the Companies Act,
2013 and if it is not able to comply with such provisions,
with the previous approval of the Central Government.
4. Provisions for excess remuneration:
If any MD/JMD / Whole-time Director draws or receives,
directly or indirectly by way of remuneration any such sums
in excess of the limits prescribed under the Companies
Act, 2013 or without the prior sanction of the Central
Government, where required, he / she shall refund such
sums to the Company and until such sum is refunded, hold
it in trust for the Company. The Company shall not waive
recovery of such sum refundable to it unless permitted by
the Central Government.
5. Stock Options:
Director shall not be entitled to any stock option of the
Company. However KMP and Senior management may be
granted the ESOPs in accordance with the scheme as may
be approved by the Committee from time to time.
Remuneration to Non- Executive / Independent Director
Remuneration to non- executive Directors / Independent
directors consists of the following components:
1. Sitting Fees:
The Non- Executive / Independent Director may receive
remuneration by way of fees for attending meetings of
Board or Committee thereof. Provided that the amount of
such fees shall not exceed Rs. One lakh per meeting of the
Board or Committee or such amount as may be prescribed
under the Companies Act 2013 from time to time.
2. Stock Options:
An Independent Director shall not be entitled to any stock
option of the Company.
9. SEVERANCE ARRANGEMENTS
Contract of employment with the executive director
provide for compensation of 3 months pay or advance
notice period and for other KMP and Senior Management
employees the notice period is 1 month or 1 month salary.
There will not be any severance fees.
10.DISCLOSURE OF INFORMATION
Information on the total remuneration of members of the
Company’s Board of Directors, Whole Time Directors and
KMP/ senior management personnel will be disclosed in
the Company’s annual financial statements as per statutory
requirements.
The Company’s Remuneration Policy shall be posted on its
website and disclosed in the Annual Report.
11.REVIEW
1. The Committee or the Board may review the Policy as
and when it deems necessary.
2. This Policy may be amended or substituted by the
Board as and when required.
ANNUAL REPORT 2015-16
l
63
