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Terms of reference
The terms of reference of the Remuneration Committee, inter alia, consists of reviewing the overall compensation policy, service agreements, performance incentive and other employment conditions of Executive Director(s). The recommendations of the Remuneration Committee are considered and approved by the Board of Directors, subject to the approval of the shareholders, where necessary. Additionally the Remuneration Committee has been vested with the powers for administration and implementation of ZEEL – Employees Stock Option Scheme – 2009. The Company Secretary is the Secretary to the Committee.
The Remuneration Committee currently comprises of three (3) Directors and is chaired by Dr. M.Y Khan an Independent Director. During the year under review one (1) Meeting was held on March 18, 2013.
The details of composition of the Remuneration Committee along with attendance of the Committee Members at the meetings held during the year under review, is as detailed herein:
|Name of Directors||Category||Number of Meetings attended|
|M. Y. Khan||Non Executive – Independent||1|
|Subhash Chandra||Promoter – Non Executive||-|
|Ashok Kurien||Promoter - Non Executive||1|
Remuneration payable to Managing Director
Mr Punit Goenka, Managing Director & CEO of the Company was appointed on a contractual basis in terms of resolution passed by the shareholders at the 28th AGM held on October 29, 2010 for a period of 5 years with effect from January 1, 2010. The elements of the remuneration package of the Managing Director comprises of salary, perquisites & allowances comprising of Company maintained accommodation or house rent allowance, personnel allowance, leave travel allowance, club membership / facilities, use of chauffeur driven Company car, telecommunication facilities at residence and other perquisites and allowances including Company’s contribution to provident fund, gratuity and leave encashment facilities in accordance with rules of the Company.
The annual increments and performance incentive of the Managing Director & CEO are linked to his performance and are decided by the Remuneration Committee from time to time.
The details of the remuneration paid to Mr. Punit Goenka, Managing Director & CEO of the Company during the year ended March 31, 2013 is as under:
|Salary & Allowances*||45|
|Employer's Contribution to Provident Fund||4|
Remuneration payable to Non-Executive Directors
The Non-Executive Directors are paid sitting fee at the rate of `20,000 for attending each meeting(s) of the Board and Committees thereof, other than Share Transfer & Investors Grievances Committee.
Additionally, the Non-Executive Directors are entitled to remuneration by way of Commission for each financial year up to an aggregate limit of 1% of net profits of the Company, as approved by the Members at the Annual General Meeting held on October 29, 2010. The commission payable is determined by the Board based inter alia on the performance of, and regulatory provisions, applicable to the Company. As per the current remuneration policy, the Company pays equal amount of commission to Non-executive Directors on a pro-rata basis.
Details of the remuneration of the Non-Executive Directors of the Company for Financial year 2012-2013 are as under:
|Name of Director||Sitting Fees paid||Commission payable||Total|
|M Y Khan||0.24||2.00||2.24|
In addition to the remuneration, in October 2009 the Non-Executive Directors were granted ₹ 20,000 Stock Options each (convertible into equivalent number of Equity Shares of Rs 1 each of the Company) at an exercise price equivalent to Market Price, as per Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, as on the date of grant of Option i.e. ₹ 239.80 per Stock Option. Consequent to issuance of Bonus Shares in ratio of 1:1, the said Stock Options were doubled to ₹ 40,000 each and the exercise price was reduced to ₹ 119.90 per Stock Option
Particulars of Stock Options granted to the Non-Executive Independent Directors and outstanding as at March 31, 2013 is as under:
|Name of Director||Granted||Vested|
|M Y Khan||40,000||40,000|
* Company has issued equivalent number of Equity Shares upon exercise of these vested options subsequent to March 31, 2013.
The Non-Executive Independent Directors of the Company do not have any other material pecuniary relationships or transactions with the Company or its directors, senior management, subsidiary or associate, other than in normal course of business.