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• Annual Report 2018-19
Shaping the future of software driven business
ii.
All the Independent Directors are entitled to payment of commission at a sum not exceeding 1% per annum of net profits.
Few Independent Directors have been granted Stock Options before April 1, 2014. However, no Independent Director has
excised any option during the year under report.
iii.
The total managerial remuneration not to exceed 11% of the net profits of the Company (INR 487.96 Million for FY 2018-19)
and the total remuneration to the managerial persons not to exceed 10% of the net profits of the Company (INR 443.60
Million for FY 2018-19) in accordance with Section 197 of the Act.
Remuneration to the Directors
The Company pays Executive Directors’ remuneration by way of salary, benefits, perquisites and allowances (fixed component)
and performance incentives (variable component). Annual increments are decided by the Compensation and Remuneration
Committee of the Board of Directors and are within the range of the remuneration approved by the Members.
Table 10 and Table 11 gives details of remuneration paid to Executive, Non-Executive and Independent Directors of the Company,
respectively, in the financial years 2017-18 and 2018-19.
Table 10: Remuneration to Executive Directors^
(In
`
Million)
Name of the
Director
Category
Year ended
March 31
Salary and
allowance
Performance
Linked
Incentive /
Commission
Company’s
contribution to
provident and
superannuation fund
Perquisite
and other
payments
Total
Dr. Anand
Deshpande
Chairman and
Managing
Director
2019
11.04
9.10
1.57
0.08 21.79
2018
8.48
9.50
1.47
0.09 19.54
Mr. Sunil Sapre Executive
Director and
Chief Financial
Officer
2019
6.41
4.35
0.83
0.88
#
12.47
2018
5.62
4.78
0.29
1.02
#
11.71
Total
2019
17.45
13.45
2.40
0.96 34.26
2018
14.10
14.28
2.40
1.11
31.25
Notes:
^ Overall Ceiling as per the Act and Remuneration Policy of the Company: INR 443.60 Million (being 10% of net profit of the
Company calculated as per Section 198 of the Companies Act, 2013)
# The value of perquisites represents the amount of perquisites towards exercise of stock options which does not form part of
CTC (Cost to Company)
Service contracts, notice period, severance fees
The Company does not have any policy for service contracts, notice period and severance fees or any other payment to the
Independent Directors w.r.t. their dis-association from the Company.
Section 197 of the Act provides that a Director who is not in the whole-time employment of the Company (i.e. Non - Executive
Director) may be paid remuneration by way of commission at a sum not exceeding 1% per annum of net profits.
Table 11: Remuneration to Non-Executive Directors^
(In
`
Million)
Name of the Director
Category
Year ended
March 31
Salary and
Allowance
Commission* Sitting
fees*
Others**
Total
Ms. Roshini Bakshi
Independent
Director
2019
N.A
1.700 0.500
N.A 2.200
2018
N.A
1.600 0.400
N.A 2.000
Mr. Pradeep Bhargava
Independent
Director
2019
N.A
1.700 1.075
N.A 2.775
2018
N.A
1.600 1.075
N.A 2.675
Mr. Sanjay Bhattacharyya Independent
Director
2019
N.A
1.700 0.600
N.A 2.300
2018
N.A
1.600 0.600
N.A 2.200
Mr. Guy Eiferman
Independent
Director
2019
N.A
1.599 0.395
N.A 1.994
2018
N.A
-
-
-
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