Pursuant to the revised Clause 49 of the Listing Agreement, The Remuneration Committee is to recommend to the Board a policy relating to the remuneration of the Directors, Key Management Personnel and other employees.
The Policy is as under:
In determining the salaries of employees, including the Managing Director, Executive Directors and Key Management Personnel, other than those who are unionized, the guiding principle will be retaining and rewarding performers. Meritocracy and usefulness to the Company and comparable costs for obtaining similar services from other sources will be given due consideration. A robust appraisal system will be in vogue for the purpose. Remuneration will be fair and equitable and in accordance with applicable laws. Salary of the employees will contain a suitable variable part.
The overall impact of revision in salaries every year will be approved by the Board as part of the year's budget.
1. Non-executive Directors
In terms of Section 197(6) of The Companies Act, 2013, a director may be paid remuneration either by way of a monthly payment or at a specified percentage of the net profits of the company or partly by one way and partly by another.
Shareholders of the Company, at its meeting held on 2nd August, 2012, resolved that the Directors of the Company, who were neither in wholetime employment nor Managing Director, would be paid a commission of 1% of the net profits of the Company, subject to a limit of Rs.1 crore in a year. The commission is to be distributed in a manner determined by the Board. This resolution is valid for a period of five years in accordance with the terms of the provisions of Section 309 of the Companies Act, 1956.
The Directors, other than those in wholetime employment or Managing Director, will be paid commission not exceeding such amount as is allowed in terms of section 197 of The Companies Act, 2013 and approved by the shareholders. The exact amount to be paid to each Director and the time of such payment will be determined by the Board.
2. Executive Directors
Executive Directors, who are also related parties, by virtue of being a relative of another Director or a key management personnel will be paid remuneration in accordance with Section 188 of The Companies Act, 2013 and the relevant Rules. Shareholders' approval will be sought wherever necessary and the Remuneration Committee will finalise the salaries every year within the prescribed limits. Such Directors, if they are also promoters, will not be entitled to stock option plans.
3. Managing Director and other Executive Directors
The ceiling of remuneration of the Managing Director and Executive Directors, other than those mentioned at (2) above, will be determined by the shareholders, if required by law. If such shareholders' approval is not required, the ceiling will be determined by the Board. The Remuneration Committee will finalise the remuneration every year within the prescribed limits based on market rates and industry standards. Care will be taken to align reward with actual performance. The Managing Director and such Executive Directors may be granted ESOP and similar benefits, as are prevailing, subject to necessary approvals, by the Remuneration Committee.
4. Key Management Personnel (KMP)
The yearly remuneration of KMP will be finalized by the Managing Director within the limits / guidelines prescribed by the Board and, if necessary by law, the Remuneration Committee, based on market rates and demand, industry standards, job responsibility and performance. KMP may be granted ESOP and similar benefits, as are prevailing, by the Remuneration Committee.
5. Managers and Executives
The salaries and periodicity of revision of Managers reporting to the Managing Director will be determined by the Managing Director after consultation with the Head of HR and those of other Managers and Executives, by the Head of HR, in consultation with the Managing Director, based on need of the Company and performance, job responsibilities, qualification, experience and location of the employees. The salary of Head of HR will be determined by the Managing Director based on the above criteria. Managers may be granted ESOP and similar benefits, as are prevailing, by the Remuneration Committee.
6. Other non-unionised employees
The Head of HR will determine a salary structure and periodicity of revision based on guiding principles in consultation with the Managing Director. Locational aspects will also be kept in view.
7. Unionised staff
The salaries and wages of unionized staff/workmen will be based on negotiations under the framework of law keeping in view the business needs, productivity and return to stakeholders.