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39

2.6 Appointment | cessation during the year

Appointed: Nil

Resigned: Nil

Ceased: Nil

2.7 Remuneration

Number Name

Remuneration during the year

Sitting fees

`

Salary and

perquisites

`

Commission

`

Total

`

Chairman & Managing Director

1 Mr S S Lalbhai

95,82,809 1,20,63,480

2,16,46,289

Managing Director

2 Mr S A Lalbhai

57,54,251

60,31,740

1,17,85,991

Whole time Director

3 Mr B N Mohanan

73,57,354

73,57,354

Independent Directors

4 Mr G S Patel

2,65,000

7,95,000

10,60,000

5 Dr S S Baijal

3,00,000

9,00,000

12,00,000

6 Mr B S Mehta

2,80,000

8,40,000

11,20,000

7 Mr H S Shah

1,00,000

3,60,000

4,60,000

8 Mr S M Datta

1,60,000

4,80,000

6,40,000

9 Dr K Aparajithan

10 Mr R A Shah

(Alternate Director to Dr K Aparajithan)

1,60,000

4,80,000

6,40,000

11 Mr V S Rangan

2,20,000

6,60,000

8,80,000

Sitting fees constitute fees paid to Non-executive Directors for attending the Board and Committee meetings of up to

`

20,000 per meeting.

Commission to Non-executive Directors was approved by the Members of the Company at the AGM held on

August 25, 2008 for a period of five years effective from April 1, 2008 up to 1% of the net profits of the Company. The

Board approves, within the aforesaid limit, commission payable to each Non-executive Director.

3.

Committees of the Board

The Board has constituted the following Committees:

Audit Committee

Share Transfer and Shareholders’ | Investors’ Grievance Committee

Investment Committee

Remuneration Committee

3.1 Audit Committee

3.1.1 Role

i) Approving the appointment of CFO

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