2007-08 - Aditya Birla Nuvo, Ltd

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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)
CORPORATE GOVERNANCE REPORTEmployee Stock Option Scheme -2006In accordance with applicable SEBI Guidelines, ESOS Compensation Committee of the Board of Directorsof the Company, on 23 rd August, 2007 granted 1,63,280 Stock Options at a price of Rs.1,180/- per share(1 st Tranche) and on 25 th January 2008 granted 1,66,093 stock options at a price of Rs. 1802/- per share(2 nd Tranche) to the eligible employees including following whole-time directors. Each option is convertibleinto one equity share of the Company upon vesting. The exercise price of the option has been determinedin accordance with relevant SEBI Guidelines.(Refer Annexure ‘A’ to the Directors Report.)1 st Tranche 2 nd TrancheName of Director No. of options Vesting Date/% Exercise No. of Vesting Exercisegranted Period options Date/% PeriodDr. Bharat 20200 23.08.08 (25%) Within — 23.01.09 (25%) WithinK. Singh 22.08.2013 24.01.2014Mr. K. K. 20200 23.08.09 (25%) Within 43400 25.01.10 (25%) WithinMaheshwari 22.08.2014 24.01.2015Mr. Adesh Gupta 8420 23.08.10 (25%) Within — 25.01.11 (25%) Within22.08.2015 24.01.2016Dr. Rakesh Jain 13470 23.08.11 (25%) Within — 25.01.12 (25%) Within22.08.2016 24.01.2017Mr. Vikram Rao 20200 43400Details of shareholding of Non- Executive Directors in the Company as on 31.03.2008 are as follows:DirectorNo. of SharesMr. Kumar Mangalam Birla* 4609Mrs. Rajashree Birla 127634Mr. H. J. Vaidya 7241Ms. Tarjani Vakil 177Mr. S. C. Bhargava 233Mr. G. P. Gupta 339*excluding 150 shares held as Karta of H.U.F.(F)Management:The Management Discussion and Analysis Report, published as a separate section of this report isprepared in accordance with the requirements laid out in Clause 49 of the Listing Agreement andforms part of the Annual Report.No material transaction has been entered into by the Company with the Promoters, Directors or theManagement, their subsidiaries or relatives etc., that may have a potential conflict with interests ofthe Company.(G) Shareholders:The Company is regularly providing details of new Directors and Directors seeking re-appointmentin the Annual General Meeting notice attached with the Annual Report.Quarterly Presentations on the Company results are available on the website of the Company(www.adityabirlanuvo.com / www.adityabirlanuvo.co.in) and the Group (www.adityabirla.com) . Thehard and soft copies are also sent to concerned stock exchanges simultaneously so as to enablethem to put them on their notice board/ website.(35)
Page 2 and 3: Mr. G. D. Birla and Mr. Aditya Birl
Page 4 and 5: THE CHAIRMAN’S LETTER TO SHAREHOL
Page 7 and 8: THE CHAIRMAN’S LETTER TO SHAREHOL
Page 9 and 10: ADITYA BIRLA NUVO LIMITEDBOARD OF D
Page 11 and 12: FINANCIAL HIGHLIGHTS - STANDALONERs
Page 13 and 14: MANAGEMENT’S DISCUSSION AND ANALY
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Page 49 and 50: SHAREHOLDER INFORMATION6c. Domestic
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SCHEDULESSCHEDULE 7INVENTORIESAs at
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SCHEDULESRs. CroresYear EndedYear E
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SCHEDULESSCHEDULE 19SIGNIFICANT ACC
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SEGMENT DISCLOSURES FOR THE YEAR EN
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CASH FLOW STATEMENT FOR THE YEAR EN
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AUDITORS’ REPORT ON THE CONSOLIDA
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CONSOLIDATED PROFIT & LOSS ACCOUNT
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SCHEDULES FORMING PART OF CONSOLIDA
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SEGMENT DISCLOSURES FOR THE YEAR EN
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CONSOLIDATED CASH FLOW STATEMENT AS
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ANNEXURE ‘1’ OF STATEMENT PURSU
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STATEMENT PURSUANT TO SECTION 212(8
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ANNEXURE ‘A’ OF STATEMENT U/S 2
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ANNEXURE ‘A’ OF STATEMENT U/S 2
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ADITYA BIRLA NUVO LIMITEDRegistered
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2007-08 - Aditya Birla Nuvo, Ltd

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