in a Dynamic Environment - Domain-b

Annual Report 2008-09The Company pays remuneration by way of salary, benefits, perquisites and allowances (fixed component)and commission (variable component) to its Managing Director and Executive Directors. Annual incrementsare decided by the Remuneration Committee within salary scale approved by the Members and areeffective April 1, each year. The Remuneration Committee decides on the commission payable to theManaging Director and the Executive Directors out of the profits for the financial year and within theceilings prescribed under the Companies Act, 1956, based on the performance of the Company as well asthat of the Managing Director and each Executive Director.During the year, the Company paid Sitting Fee of Rupees ten thousand per meeting to its Non-ExecutiveDirectors for attending meetings of the Board and meetings of Committees of the Board. The Membershave at the Annual General Meeting of the Company on July 19, 2005 approved of payment of commissionto the Non-Executive Directors within the ceiling of 1% of the net profits of the Company as computedunder the applicable provisions of the Companies Act, 1956. The said commission is decided each year bythe Board of Directors and distributed amongst the Non-Executive Directors based on their attendanceand contribution at the Board and certain Committee meetings, as well as the time spent on operationalmatters other than at meetings. The Company also reimburses the out-of-pocket expenses incurred bythe Directors for attending meetings.(viii) Details of the Remuneration for the year ended March 31, 2009:(a) Non-Executive DirectorsName Commission (Rs. Lakh) Sitting Fees (Rs. Lakh)Mr. R. N. Tata 55.00 0.60Mr. Aman Mehta 75.00 1.40Mr. Naresh Chandra 70.00 1.70Mr. V. Thyagarajan 60.00 1.50Prof. Clayton M. Christensen 20.00 0.30Dr. Ron Sommer 60.00 1.20Mrs. Laura M. Cha 20.00 0.30(b)Managing Director and Executive DirectorsName of Director &Period of AppointmentSalary(Rs. Lakh)Benefits,Perquisites &Allowances(Rs. Lakh)Commission(Rs. Lakh)ESPSMr. S. Ramadorai 76.20 83.35 250.00 NilChief Executive Officer & ManagingDirector (w.e.f. August 9, 2004 for aperiod of 5 years)Mr. S. Mahalingam 31.39 23.77 115.00 NilChief Financial Officer & ExecutiveDirector (w.e.f. September 6, 2007 fora period of 5 years)Mr. N. Chandrasekaran 27.43 34.66 130.00 NilChief Operating Officer & ExecutiveDirector (w.e.f. September 6, 2007 fora period of 5 years)Mr. Phiroz Vandrevala 30.48 30.62 80.00 NilExecutive Director (w.e.f. September 7,2007 for a period of 5 years)The above figures do not include provisions for encashable leave, gratuity and premium paid for90