109
Notice
Directors’Report
(104-124)
Management Discussion & Analysis
Corporate Governance
Secretarial Audit Report
Deloitte Haskins & Sells LLP, Mumbai (ICAI Firm Registration
No.117366W/W – 100018), the Company’s Statutory Auditor, is respon-
sible for performing an independent audit of the Financial Statements
and expressing an opinion on the conformity of those financial state-
ments with accounting principles generally accepted in India.
Nomination And Remuneration Committee
During the year under review, the Remuneration Committee of the
Board heldmeetings onMay 29, 2013 and November 8, 2013 wherein
all members namely, M/s. N N Wadia, Chairman, Cyrus P Mistry, Ravi
Kant and S Bhargava were present.
Further during the year under review the Nominations Committee of
the Board held a meeting on May 29, 2013, attended by all members,
namely M/s. N N Wadia, Chairman, Cyrus P Mistry and Ravi Kant.
Pursuant to Section 178(1) of the Act the Company merged its
Nomination Committee and Remuneration Committee into the
Nomination and Remuneration Committee on November 8, 2013,
not less than one half of the Committee, including the Chairman are
Independent Directors. Further, based on the requirements of the
Act and the current applicable Clause 49 of the Listing Agreement,
the constituted Committee has the following terms of reference:
i. Formulate the criteria for determining qualifications, positive
attributes and independence of a director.
ii. Recommend to the Board a policy relating to the remuneration
for the directors (including specific remuneration packages
for Executive Directors including pension rights and any
compensation payment), key managerial personnel and other
employees. While formulating the policy, it shall ensure that –
(a) The level and composition of remuneration is reasonable
and sufficient to attract, retain and motivate directors of the
quality required to run the Company successfully;
(b) Relationship of remuneration to performance is clear and
meets appropriate performance benchmarks; and
(c) Remuneration to directors, key managerial personnel and
senior management involves a balance between fixed and
incentive pay reflecting short and long-term performance
objectives appropriate to the working of the Company and
its goals.
iii. Identify persons who are qualified to become directors
(including independent directors) and who may be appointed
in senior management in accordance with the criteria laid down
and recommend to the Board their appointment and removal.
Whilst recommending appointment of Executive Directors, a
balance between functional and business unit representatives
may be considered.
iv. Carry out evaluation of every director’s performance including
review of remuneration of CEOs of certain significant subsidiaries.
v. Take steps to refresh the composition of the Board from time to time.
During the year under review, a meeting of the Committee was
held on March 10, 2014. The decisions are taken by the Committee,
at meetings or by passing circular resolutions. The composition of
the Nomination and Remuneration Committee and attendance at its
meeting is as follows:
Composition
Meetings attended*
N N Wadia (Chairman)
4
Cyrus P Mistry
4
S Bhargava
2
Ravi Kant
4
*Includes meetings of Nomination Committee and Remuneration Committee
conducted during the year as mentioned above.
Remuneration Policy
a. The remuneration of the Managing Director, Executive Directors,
Key Managerial Personnel of the Company and CEOs of certain
significant subsidiaries is reviewed and recommended by the
Nomination and Remuneration Committee, based on criterias
such as industry benchmarks, the Company’s performance vis-
à-vis the industry, responsibilities shouldered, performance/track
record, macro-economic review on remuneration packages
of heads of other organisations and is decided by the Board of
Directors. The Company pays remuneration by way of salary,
perquisites and allowances (fixed component), incentive
remuneration and/or commission (variable components) to its
Managing Director and Executive Directors. Annual increments
are decided by the Nomination and Remuneration Committee
within the salary scale approved by the Members and are
effective from April 1, every year.
