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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