Shopper's Stop Limited - Securities and Exchange Board of India

Remuneration of Managing Director Mr. B. S. Nagesh, CCA & Managing Director & CEO
Mr. B. S. Nagesh is entitled to receive compensation for his services as the Managing Director & CEO of
our Company. The present terms of employment of Mr. B. S. Nagesh with effect from April 1, 2000 until
March 31, 2005 have been fixed pursuant to the provisions of the Companies Act. For the FY ending
March 31, 2004, the material terms of remuneration and perquisites payable to Mr. B.S. Nagesh are as
under:
I. Salary and Special Allowance: Rs. 509,000/- per month
II. Perquisites: In addition to salary, Mr. B. S. Nagesh shall be entitled to the following perquisites and
other allowancesa)
Contribution to provident and other funds;
b) Gratuity at a rate not exceeding half a month’s salary for each completed year of service,
payable at the end of tenure or resignation/retirement;
c) Encashment of leave, bonus and allowances as per Company policy and rules;
d) Medical reimbursement as per Company policy and rules;
e) Leave travel concession for self and family as per Company policy and rules;
f) Medical insurance premium;
g) Membership fees for club(s), as per the rules of he Company, subject to a maximum of two
clubs.
h) Use of Company’s car for official purposes, telephone at residence, charges for personal long
distance calls being recoverable at actuals;
i) Furnished accommodation or house rent allowance in lieu thereof, gas, electricity, water and
furnishings as and when made applicable to Mr. B. S. Nagesh at the discretion of the Board of
Directors;
j) Performance linked incentive upto 35% of annual salary as may be determined by the Board or
any Committee thereof;
k) Employees Stock Option Scheme: Participation in the Employees Stock Option Scheme(s) as
may framed by the Company from time to time.
The valuation of perquisites shall be as per the Income Tax Rules and wherever no method of valuation is
prescribed therein, the same shall be valued at cost to the Company. Where in any financial year the
Company has no profits or profits are inadequate, the remuneration payable as above will be paid as
minimum remuneration in accordance with the provisions of Schedule XIII as may be amended from time
to time.
We have no wholetime directors other than Managing Director.
Remuneration of Other Directors
Other than Managing Director ,none of the other Directors are entitled to any remuneration except
for sitting fees of Rs.5000/- in cash or kind, for every meeting of the Board they attend. In addition
the Directors are entitled to employee stock options under our ESOP Schemes.
Qualification Shares
In terms of our Articles, our Directors are not required to hold any shares as qualification shares.
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