Statutory Reports
Corporate Overview
69th Annual Report 2013-14
110
Financial Statements
b. A sitting fee of
`
20,000/- for attendance at each meeting of the
Board, Audit Committee, Executive Committee, Nomination
and Remuneration Committee;
`
5,000/- for attendance at
each meeting of Stakeholder Relationship Committee, Ethics
and Compliance Committee and
`
10,000/- for attendance at
each meeting of Safety, Health and Environment Committee,
the Sub-Committee of the Audit Committee and Special need
based committees, is paid to its Members (excluding Managing
Director and Executive Directors) and also to Directors
attending as Special Invitees. The sitting fees paid/payable to
the non Whole-time directors is excluded whilst calculating
the limits of remuneration in accordance with Section 197 of
the Act, corresponding to Section 198 of the Companies Act,
1956. The Company also reimburses out-of-pocket expenses to
Directors attending meetings held at a city other than the one
in which the Directors reside.
c.
The remuneration by way of Commission to the non-executive
directors is decided by the Board of Directors and distributed
to them based on their participation and contribution at the
Board and certain Committee meetings as well as time spent
on matters other than at meetings. The Members had, at the
Annual General Meeting held on August 21, 2013, approved
the payment of remuneration by way of commission to the Non
whole-time directors of the Company, of a sum not exceeding
1% per annum of the net profits of the Company, calculated in
accordance with the provisions of the Companies Act, 1956, for a
period of 5 years commencing from April 1, 2013.
d. Remuneration of employees largely consists of basic
remuneration, perquisites, allowances and performance
incentives. The components of the total remuneration vary for
different employee grades and are governed by industry patterns,
qualifications and experience of the employee, responsibilities
handled by them, their individual performances, etc. The annual
variable pay of senior managers is linked to the Company’s
performance in general and their individual performance for the
relevant year is measured against specific major performance
areas which are closely aligned to the Company’s objectives.
The Company does not have any Employee Stock Option Scheme.
The Directors’ remuneration and sitting fees paid/payable by the
Terms of appointment and remuneration
Name
Sitting Fees
Cyrus P Mistry
(1)
3.10
Ravi Kant
3.20
N N Wadia
3.00
S M Palia
(2)
0.20
R A Mashelkar
3.30
N Munjee
4.00
S Bhargava
1.80
V K Jairath
4.00
Falguni Nayar
(3)
3.40
R Speth
(4)
-
Total
26.00
1) Mr Cyrus Mistry, Chairman of the Company is not paid any commission by
the Company.
2) Ceased to be a Director w.e.f. April 25, 2013.
3) Appointed as an Additional Director w.e.f. May 29, 2013 and as Director with
w.e.f. August 21, 2013.
4) Dr Ralf Speth is a Non-Executive Director and is not paid any commission
or sitting fees for attending Board meetings of the Company in view of his
appointment as Chief Executive Officer and Director of Jaguar Land Rover
Automotive PLC.
(
`
in Lakhs)
Terms of
Agreement
(Late) Mr Karl Slym,
Managing Director
Mr Ravindra Pisharo-
dy, Executive Director
(Commercial Vehicles)
Mr Satish B Borwan-
kar, Executive Director
(Quality)
Period of Contract Sept 13, 2012 –
Sept 12, 2017*
June 21, 2012 – June
20, 2017
Severance Fees
The Contracts with the Managing Director,
Executive Directors may be terminated
by either party giving the other party six
months’ notice or the Company paying six
months’ salary in lieu thereof. There is no
separate provision for payment of Sever-
ance fees.
*Ceased to be Managing Director w.e.f. January 26, 2014
Company in respect of the Financial Year 2013-14, are given below:
Non-Executive Directors
No Commission was paid to any Non-Executive Director for
FY 2013-14 in the view of inadequacy of profits.
Managing and Executive Directors
