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Annual Report 2016-17
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[. To approve transfer of shares in the name of employee at the time of e[ercise of options by such employee under
ESOS
[i. To lay down the procedure for cashless e[ercise of options
[ii. To make recommendations to the Board about the Company’s policy on specioc remuneration packages for
E[ecutive Directors including pension rights and any compensation payment
[iii. To advise the Board in framing remuneration policy for Key Managerial Personnel of the Company from time to
time
[iv. To review general compensation policy of the Company (including that of ESOPs) and convey its recommendation
to the Board, if any and
[v. To attend any other responsibility as may be entrusted by the Board.
Meetings and attendance
The Compensation and Remuneration Committee generally meets in the orst quarter of the onancial year to recommend
the remuneration to be paid to the Managing Director and E[ecutive Director/s of the Company and to advise the Board
in framing remuneration policy for its Unit Presidents, 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.
One meeting of the Compensation and Remuneration Committee was held during the onancial year 2016-17. 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 ne[t meeting. Table 6 gives the details
of the attendance of the members of the Compensation and Remuneration Committee at its meeting held during the
onancial year 2016-17.
Table 6: Details of the attendance at the Compensation and Remuneration Committee meeting during the onancial
year 2016-17
Name of the Director
Compensation and Remuneration Committee Meeting
April 23, 2016
Mr. Prakash Telang
Y
Ms. Roshini Bakshi
Y
Mr. Sanjay Bhattacharyya
Y
Dr. Anant Jhingran
N
Mr. Thomas Kendra
AVC
Remuneration policy
i.
The remuneration of full time directors (Managing Director and E[ecutive Director) is divided in the following
proportion:
a. Fi[ed portion is 50% of the Annual Gross Salary.
b. Variable portion by way of Bonus is 50% of the Annual Gross Salary. The variable portion of the remuneration
is payable in terms of the targets set for various parameters including consolidated revenue, consolidated net
proots and unit performance and soft skills.
c. Such perquisites and beneots as authorised by the resolution passed by members of the Company from time
to time.
ii. All the Independent Directors are entitled to payment of commission at a sum not e[ceeding 1% per annum of net
proots and a few Independent Directors are entitled for Employee Stock Options under ESOA - X Scheme of the
Company which are granted to them before April 1, 2014.
iii. The total managerial remuneration not to e[ceed 11% of the net proots of the Company and the total remuneration
to the managerial persons not to e[ceed 10% of the net proots of the Company in accordance with Section 197 of
the Companies Act, 2013.