2007-08 - Aditya Birla Nuvo, Ltd

CORPORATE GOVERNANCE REPORT(D) Proceeds from public issues, right issues, preferential issues etc:The Company discloses to the Audit Committee, the uses/applications of proceeds/funds raisedfrom rights issue and preferential issue as part of quarterly review of financial results.(E) Remuneration of Directors:The Company has a system where all the directors or senior management of the Company arerequired to disclose all pecuniary relationship or transactions with the Company. No significantmaterial transactions have been made with the non-executive directors vis-à-vis the Company.Besides sitting fees @ of Rs. 20,000/- per meeting of the Board or Committee thereof, the Companyalso pays commission to the non-executive Directors.For F.Y. 2007-08, the Board has approved payment of Rs 1.50 crores (Previous year Rs. 1.50 crores ) ascommission to the non-executive Directors of the Company pursuant to the authority given by theshareholders at the Annual General Meeting of the Company held on 30th June, 2004 to paycommission , not exceeding 1% of the net profits of the Company , to the non- executive Directors ofthe Company . The amount of commission payable is determined after assigning weightage toattendance, type of meeting and preparations required.Executive Directors are paid remuneration within the limits envisaged under Schedule XIII of theCompanies Act, 1956. The remuneration payable is approved by Board as well as the Shareholders ofthe company.The Details of remuneration to the Directors:Name of Director Salary & Perquisites Performance Sitting feesAllowance and linked income/ paidOther bonus paid/benefits CommissionpayableWhole-Time DirectorsDr. Bharat K. Singh 2,05,42,815 5,06,906 66,00,000 -Mr. Vikram Rao 2,39,17,908 22,93,472 - -Mr. Rakesh Jain 2,08,71,605 52,14,367 73,00,000 -Mr. K. K. Maheshwari 2,56,82,880 12,10,978 - -Mr. Adesh Gupta 91,46,061 8,83,960 24,74,000 -Mr. S. K. Mitra # 1,50,81,996 33,83,372 25,00,000 -OthersMr. Kumar Mangalam Birla - - 91,85,000 1,20,000Mrs. Rajashree Birla - - 4,59,000 1,00,000Mr. H. J. Vaidya - - 7,02,000 1,80,000Mr. B. L. Shah - - 5,00,000 1,60,000Mr. P. Murari - - 8,62,000 2,40,000Mr. B. R. Gupta - - 9,53,000 2,60,000Ms. Tarjani Vakil - - 9,40,000 2,40,000Mr. S. C. Bhargava - - 4,59,000 1,00,000Mr. G. P. Gupta - - 9,40,000 2,40,000Note:1. No Director is related to any other Director on the Board, except for Mr. Kumar Mangalam Birla andMrs. Rajashree Birla, who are son & mother respectively.2. The Company has a policy of not advancing any loans to its Directors .3. The appointment of Managing/Whole Time Directors is subject to termination by three months notice inwriting by either side.# Remuneration relates to the part of the year.(34)