Clause 49 of the Listing Agreement

COMPENSATION POLICY FOR NON-EXECUTIVE DIRECTORS INCLUDING INDEPENDENT DIRECTORS OF THE COMPANY.

I.DEFINITION

Director:
Director means any person occupying the position of a Director by whatever name called.

Non-Executive Director:
Non-Executive Director means a Director not in the whole time employment of the Company and includes an Independent Director.

Independent Director:
Independent Director shall have the same meaning as contained in sub-clause III (a) of Clause 49 1 ( A) of the Listing Agreement executed by the Company with the Stock Exchange, Mumbai.

II.ELEMENTS OF REMUNERATION

  • All Non-Executive Directors including Independent Directors have to subject themselves for re-election at the Annual General Meeting of the Company in accordance with the provisions of Section 255 and 256 of the Companies Act, 1956 (the Act) or any amendments thereto from time to time.
  • All Non- Executive Directors will be paid sitting fees for every Board / Committee Meeting attended by them as may be applicable under section 310 of the Companies Act, 1956 read with Rule 10 B of the Companies (Central Government’s) General Rules & forms, 1956 and any amendments thereto from time to time. The sitting fees payable are subject to the approval of the shareholders in the Annual General Meeting. All Non-Executive Directors will be paid commission calculated in terms of Section 349 and 350 read with Section 198 of the Act. The maximum commission payable will be subject to the approval by the shareholders at the Annual General Meeting. The said approval will be for a period not exceeding five years at a time.

III.POLICY ON NON-EXECUTIVE DIRECTORS’ REMUNERATION

In formulating the policy on Non- Executive Director’s Remuneration the following have been kept in mind:
  • Within the limits set by the shareholders from time to time, remuneration should be sufficient to attract, motivate and retain world-class non-executive talent.
  • Remuneration of Non-Executive Directors should be proportional to their contribution towards the interests of the Company.
  • Remuneration to be a combination of commission & sitting fees payable for Board/ Committee Meeting attended by the Non-Executive Directors.