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Report on Corporate Governance •
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a. To decide the quantum of equity shares / options to be granted under Employee Stock Options Schemes (ESOPs/ ESOS
/RSU Schemes), per employee and the total number in aggregate
b. To determine at such intervals, as the Compensation and Remuneration Committee considers appropriate, the persons
to whom shares or options may be granted;
c. To determine the exercise period within which the employee should exercise the option and condition in which option
will lapse on failure to exercise the option within the exercise period;
d. To decide the conditions under which shares or options vested in employees may lapse in case of termination of
employment for any reason;
e. To lay down the procedure for making a fair and reasonable adjustment to the number of shares or options and to the
exercise price in case of rights issues, bonus issues and other corporate actions;
f. To lay down the right of the employee to exercise all the options vested in him at one time or at various points of time
within the exercise;
g. To specify the grant, vest and exercise of shares / options in case of employees who are on long leave;
h. To construe and interpret the plan and to establish, amend and revoke rules and regulations for its administration;
i. The Compensation and Remuneration Committee may correct any defect, omission or inconsistency in the plan or any
option and / or vary / amend the terms to adjust to the situation that may arise;
j. To approve transfer of shares in the name of employee at the time of exercise of options by such employee under
ESOPs/ ESOS /RSU Schemes;
k. To lay down the procedure for cashless exercise of options; and
l. To attend any other responsibility as may be entrusted by the Board.
Meetings and attendance
The Compensation and Remuneration Committee generally meets in the first or second quarter of the financial year to
recommend the remuneration to be paid to the Managing Director and Executive Director/s of the Company and to advise
the Board in framing remuneration policy for its Business Unit Heads, Head – Operations and Key Managerial Personnel of the
Company from time to time. Apart from this, the Compensation and Remuneration Committee meets as and when there is any
business to be transacted which has been assigned to it.
3 (Three) meetings of the Compensation and Remuneration Committee were held during the financial year 2018-19.
Table 9 gives the details of the attendance of the members of the Compensation and Remuneration Committee at its meetings
held during the financial year 2018-19. However, certain decisions were also taken by passing resolutions by way of circulation.
The above mentioned resolutions were subsequently noted and taken on record by the Board and this Committee at its
next meeting.
Table 9: Details of the attendance at the Compensation and Remuneration Committee meeting during the
financial year 2018-19
Name of the Director
<-------------Compensation and Remuneration Committee Meeting ------------->
April 24, 2018
July 27, 2018
January 27, 2019
Mr. Prakash Telang (C)
Y
Y
Y
Ms. Roshini Bakshi
N
Y
Y
Mr. Sanjay Bhattacharyya
Y
N
AVC
Mr. Guy Eiferman*
NA
AVC
Y
Mr. Thomas Kendra
N
Y
Y
*Appointed as a Member of the Committee w.e.f. April 24, 2018
Remuneration policy (as updated from time to time)
i.
The remuneration of full time directors (Managing Director and Executive Director) is divided in the following proportion:
a.
Fixed portion is 60% of the Annual Gross Salary.
b.
Variable portion is 40% based on Company Performance, Unit Performance and Intangible parameters
c.
Such perquisites and benefits as authorized by the resolution passed by members of the Company from time to time.