Chairman

DIRECTORS’ REPORT
9. Remuneration to Directors
Details of remuneration paid to the Directors, both executive and non-executive, during the period from
01.04.2011 to 31.03.2012 are as under:
A. Non-Executive Directors
Sl.No. Name of the Director Position Sitting Fees Paid (Rs.) Commission (Rs.)
1 Mr. Vinod Kumar Dhall Chairman 120,000 Nil
(Non-executive)
2 Mr. Ranjan Pant Director 100,000 Nil
(Non-executive)
Notes:
(i) Other than sitting fees, for attending the Board and/or Committee Meetings, the non-executive Independent Directors of
the Company are not entitled to any other remuneration.
(ii) No sitting fees was paid to the non-executive Directors employed within Promoter Group for attending Board or Committee
Meetings.
B. Executive Directors
Sl.No. Name of the Director Salary Perquisites and Commission Total
allowances, paid (Rs.) (Rs.)
including
retirals
1 Mr. Graham Johnson * 1,602,080.00 15,713,401.00 Nil 17,315,481.00
2 Mr. Prakash Kumar Chandraker ** 479,695.00 1,011,913.00 Nil 1,491,608.00
* Mr. Graham Johnson was one of the first directors of the Company since the incorporation of the Company on March
12, 2011. Mr. Johnson was also employed as Vice President (Energy Business) at Alstom T&D India Limited (formerly known
as Areva T&D India Limited (“ATDIL”). In terms of the Scheme of Demerger between ATDIL and the Company, duly sanctioned
by the Hon’ble High Courts of Gujarat and Delhi (“Scheme”) which was made effective on November 26, 2011, all employees
of the demerged power distribution undertaking of ATDIL including Mr. Johnson, were transferred to the Company with effect
from April 1, 2011.
As a result of the Scheme becoming effective, Mr. Johnson may be considered to be an Executive Director of the Company
with effect from April 1, 2011 by virtue of:
(a) his directorship with the Company since March 12, 2011; and
(b) his employment with the Company being made effective from April 1, 2011.
Mr. Johnson resigned as a Director of the Company with effect from December 16, 2011.
Consequently, the books of accounts of the Company reflect a payment of Rs. 1,73,15,481 to Mr. Johnson as remuneration
for the period from April 1, 2011 to December 16, 2011 in terms of the Scheme.
Please note that the books of accounts of the Company reflect sufficient profits as at March 31, 2012 and that the payment
of remuneration to Mr. Johnson reflected in the Company’s books of accounts is within the limits prescribed under Sections
198, 269, 309 and other applicable provisions, if any, of the Companies Act including Schedule XIII thereto.
Please also note that this disclosure is only made in relation to the payment of remuneration to Mr. Johnson reflected in the
books of accounts of the Company and that no additional payment was or will be made to Mr. Johnson as remuneration or
otherwise as a Director of the Company.
** w.e.f. December 16, 2011.
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