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The details of remuneration paid to the Managing Director for the financial year<br />
<strong>2003</strong>-04 is as under:<br />
Salary Perquisites Retirement Performance Others Total<br />
Rs. Rs. Benefits Incentive/ Rs. Rs.<br />
Rs. Commission Rs.<br />
Mr SM Trehan, 48,00,000 7,98,191 12,99,200 24,00,000* 30,00,000* 1,22,97,391<br />
Managing Director<br />
*The remuneration amounts under ‘Performance Incentive/Commission’ and<br />
‘Others’ are subject to Members approval at the 67th Annual General Meeting.<br />
A service contract exists with the Managing Director which contains his service<br />
terms and conditions including remuneration, notice period, severance fees etc, as<br />
approved by the Members.<br />
Non-Executive Directors<br />
The Members, at the 63rd Annual General Meeting of the Company held on 10th<br />
August, 2000, approved payment of <strong>com</strong>mission to Non-Executive Directors not<br />
exceeding 1 per cent of the net profits of the Company per annum, <strong>com</strong>puted in<br />
the manner provided in Section 309(5) of the Companies Act, 1956. In terms of<br />
this approval, the Board of Directors has decided the actual amount of<br />
<strong>com</strong>mission and its distribution amongst the Non-Executive Directors.<br />
With effect from 27th January, <strong>2004</strong>, as permitted by Article 113(2) of the<br />
Company’s Articles of Association read with Notification No. GSR 580(E) dated<br />
24th July, <strong>2003</strong>, issued by the Department of Company Affairs, the sitting fees<br />
paid to Non-Executive Directors were increased to Rs. 20,000/- per Board and<br />
Committee Meeting, in the context of the increasing demands on the time of and<br />
contributions required from Non-Executive Directors.<br />
The details of remuneration paid to the Non-Executive Directors for the financial<br />
year <strong>2003</strong>-04 is as under:<br />
Name of the Director Sitting Fees Commission Total<br />
Rs. Rs. Rs.<br />
Mr KK Nohria 1,00,000 2,25,000 3,25,000<br />
Mr G Thapar 45,000 32,85,000 33,30,000<br />
Mr S Bisht 75,000 2,25,000 3,00,000<br />
Dr O Goswami 20,000 50,000 70,000<br />
(From 27.01.<strong>2004</strong>)<br />
Mr PC Gupta 40,000 1,80,000 2,20,000<br />
(Upto 27.12.<strong>2003</strong>)<br />
Mr S Labroo 5,000 50,000 55,000<br />
(From 28.10.<strong>2003</strong>)<br />
Mr K Thapar 45,000 32,85,000 33,30,000<br />
The apportionment of <strong>com</strong>mission to Mr G Thapar and Mr K Thapar is higher, in<br />
view of their significant additional involvement in Company matters, as <strong>com</strong>pared<br />
to other Non-Executive Directors, in their role as members of the Management<br />
Committee.<br />
The Company presently does not have any Stock Option Plans or Schemes thereunder.<br />
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