VISA Steel Limited Annual Report 2010-11

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Annual Report 2010 -11 Details of remuneration paid to the Board of Directors A. Non-Executive Directors Name of the Director Sitting Fees paid 1 Commission Payable 2 Total payments paid / payable in 2010-11 No. of Board Meetings Attended Last AGM 3 (Rs.) (Rs.) (Rs.) Held Attended Mr. Maya Shanker Verma 140,000 578,313 718,313 4 3 No Mr. Arvind Pande (ceased to be a - - - 2 - No Director w.e.f. 17 August 2010) Mr. Shiv Dayal Kapoor 180,000 795,181 975,181 4 4 Yes Mr. Debi Prasad Bagchi 160,000 686,747 846,747 4 4 Yes Mr. Pradip Kumar Khaitan 50,000 216,867 266,867 4 2 No Mr. Shanti Narain 160,000 722,892 882,892 4 4 No Mrs. Saroj Agarwal 80,000 - 80,000 4 4 No Mr. Vikas Agarwal 170,000 - 170,000 4 4 No Mr. Vivek Agarwal (ceased to be - - - 3 - No a Director w.e.f. 28 January 2011) Total 940,000 3,000,000 3,940,000 Note: 1. During 2010-11, sitting fees were paid @ Rs. 20,000 per Board Meeting and Rs. 10,000 per Committee Meeting, i.e. Audit, Share Transfer & Investor Grievance, Finance & Banking, Remuneration and Selection Committees. 2. Commission is paid out of profits of the Company for the relevant financial year, not exceeding 1% of the net profits, to the Independent Directors of the Company. Commission is calculated based on the weightage given to the attendance at the Board and Committee meetings. 3. Annual General Meeting was held on 17 August 2010. 4. No stock options have been granted during the year to any of the above Directors. B. Executive Directors Name of the Director Relationship with other Directors Business relationship with the Company, if any All elements of remuneration package, i.e. salary, benefits, bonuses, etc. (Rs.) Remuneration paid during 2010-11 Fixed component & performance linked incentives, along with performance criteria Service contracts, notice period, severance fee Stock option details, if any Mr. Vishambhar Saran See Note (a) Chairman 27,487,534 See note (b) See note (c) See note (d) Mr. Vishal Agarwal See Note (a) Managing 22,158,238 See note (b) See note (c) See note (d) Director Mr. Basudeo Prasad Modi See Note (a) Deputy Managing Director 6,149,536 See note (b) See note (c) See note (d)
Report on Corporate Governance (a) Mr. Vishambhar Saran is the husband of Mrs. Saroj Agarwal and father of Mr. Vishal Agarwal and Mr. Vikas Agarwal. Other than this, none of the other Directors are in any way related to any other Director. (b) Mr. Vishambhar Saran, Chairman is entitled to performance linked incentive in the form of commission not exceeding 2% of the net profits of the Company u/s 198 of the Companies Act, 1956, subject to a maximum limit of 9 months salary till 14 December 2010. On 15 December 2010, Mr. Saran was re-appointed as Wholetime Director designated as Chairman of the Company for a period of three years. As per the terms and conditions of his re-appointment including remuneration, he is entitled to Commission upto 2% of the net profits of the Company for the relevant financial year computed in the manner laid down in Section 198 of the Companies Act, 1956, subject to the overall ceilings stipulated in Sections 198 and 309 of the Companies Act, 1956. Accordingly, Mr. Saran is entitled to commission of Rs. 9,925,785 for the FY’2010-11. Mr. Vishal Agarwal, Managing Director is also entitled to performance linked incentive in the form of commission not exceeding Rs. 5,184,000, i.e., not exceeding 9 months’ basic salary for FY’2010-11. Mr. Basudeo Prasad Modi, Deputy Managing Director is entitled to a Merit Bonus of Rs. 1,200,000 p.a. as per the terms of his appointment and remuneration, approved by the Members. The Company has internal norms for assessing performance of its Executive Directors which is done by the Board. Overview Statutory Reports Financial Statements (c) Mr. Vishambhar Saran has been re-appointed as Whole-time Director, designated as Chairman for a period of 3 years with effect from 15 December 2010. This appointment may be terminated by either party by giving 1 month’s notice in writing and no severance fee is payable. The re-appointment is subject to the approval of the shareholders of the Company at the ensuing Annual General Meeting. At the Annual General Meeting of the Company, held on 29 July 2008, Mr. Vishal Agarwal was re-appointed as the Managing Director w.e.f. 25 June 2008 for a period of three years. The appointment may be terminated by either party by giving 1 month’s notice in writing and no severance fee is payable. The present term of reappointment will expire on 24 June 2011. The Board of Directors, had in its meeting held on 30 May 2011, re-appointed Mr. Vishal Agarwal as Managing Director for a period of 3 years effective from 25 June 2011. The appointment may be terminated by either party by giving 1 month’s notice in writing and no severance fee is payable. The re-appointment is subject to the approval of the shareholders of the Company at the ensuing Annual General Meeting. Mr. Basudeo Prasad Modi has been re-appointed as Deputy Managing Director for a period of 1 year effective from 1 April 2011. The appointment may be terminated by either party by giving 1 month’s notice in writing and no severance fee is payable. The re-appointment is subject to the approval of the shareholders of the Company at the ensuing Annual General Meeting. 44 45 (d) The Company rescinded its Employee Stock Option Scheme 2008 under which no Options had been granted and implemented a new ESOP Scheme titled Employee Stock Option Scheme 2010 (ESOP Scheme 2010), salient features of which were duly approved by the Members of the Company at the Annual General Meeting held on 17 August 2010. The ESOP Scheme 2010 was framed pursuant to the approval of the Members of the Company at the aforesaid Annual General Meeting and adopted by the Remuneration Committee of Board of Directors of the Company at its meeting held on 4 February 2011. Mr. Vishambhar Saran and Mr. Vishal Agarwal, being promoters of the Company, are not eligible for grant of Options under the ESOP Scheme 2010. Mr. Basudeo Prasad Modi has been granted 50,000 Options, details of which are as follows:
Page 1 and 2: A n n u a l R e p o r t 2 0 1 0 - 1
Page 3 and 4: Next Altitude Over the last 6 years
Page 5 and 6: We have a 54 million tonne share of
Page 7 and 8: The Kalinganagar facility has an in
Page 9 and 10: The construction work of the ferro
Page 11 and 12: We have successfully completed the
Page 13 and 14: At VISA Steel, we are focusing on b
Page 15 and 16: Vision Emerge as a low cost produce
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Page 19 and 20: Corporate highlights Overview Statu
Page 21 and 22: India is poised to be a dominant pl
Page 23 and 24: The focus is now to backward integr
Page 25 and 26: 6 Shanti Narain, Chairman, Share Tr
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Page 29 and 30: Report of the Directors The Company
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Corporate Information Board of Dire
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VISA Steel Limited Annual Report 2010-11

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