

37
2.6 Appointment | Cessation
Resigned: Nil
Appointed: Mr B N Mohanan was reappointed as Whole-time Director with effect from January 1, 2014 for a
period of three years. Mr S Nammalvar was appointed as an Alternate Director to Mr B N Mohanan with effect
from March 28, 2014.
Ceased: Nil
2.7 Remuneration
Number Name
Remuneration during the year
Sitting fees Salary and
perquisites
Commission
Total
`
`
`
`
Chairman and Managing Director
1
Mr S S Lalbhai
– 1,40,87,291 3,04,55,000 4,45,42,291
Managing Director
2
Mr S A Lalbhai
– 73,32,119 79,17,720 1,52,49,839
Whole-time Directors
3
Mr B N Mohanan
– 93,55,810
– 93,55,810
Mr S Nammalvar
(Alternate to Mr B N Mohanan with effect
from March 28, 2014)
–
1,17,024
–
1,17,024
Independent Directors
4
Mr G S Patel
2,85,000
– 11,22,000 14,07,000
5
Dr S S Baijal
3,40,000
– 13,86,000
17,26,000
6
Mr B S Mehta
2,80,000
– 12,54,000
15,34,000
7
Mr H S Shah
1,60,000
– 7,92,000
9,52,000
8
Mr S M Datta
2,00,000
– 9,24,000
11,24,000
9
Mr V S Rangan
2,00,000
– 9,90,000
11,90,000
10
Mr R A Shah
2,00,000
– 9,24,000
11,24,000
Sitting fees constitute fees paid to the Independent Directors for attending the Board and Committee meetings of up to
`
20,000 per meeting.
Commission to the Independent Directors was approved by the Members of the Company at the AGM held on August
26, 2013 for a period of five years effective from April 1, 2013 up to 1% of the net profits of the Company. The Board
approves, within the aforesaid limit, commission payable to each Independent Director.
3.
Committees of the Board
The Board has constituted the following Committees:
Audit Committee
Nomination and Remuneration Committee
Share Transfer and Shareholders’ | Investors’ Grievance Committee
Investment Committee
3.1 Audit Committee
3.1.01 Role
i)
Approving the appointment of Chief Financial Officer
ii)
Reviewing | Overseeing the financial reporting process and the disclosure of financial information to ensure that
the financial statements are correct, sufficient and credible
iii)
Reviewing matters under the Directors’ Responsibility Statement to be included in the Directors’ Report in terms
of Clause (2AA) of Section 217 of the Companies Act, 1956