ANNEXURE - 6

The information pursuant to Section 197 of the Companies Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

1. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year and the percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company Secretary in the Fiscal 2015:
   
   
   1. The median remuneration of employees for this financial year is Rs. 5.29 lakhs. A break-up of median remuneration for employees is given below:
      
      
   2. The percentage increase in the median remuneration of employees in the financial year is given below:
      
      
   3. The number of permanent employees on the rolls of Company as on March 31, 2015 : 27,997.
2. The explanation on the relationship between average increase in remuneration and Company performance:

   The Gross revenues of the Company during the Fiscal Year of Rs. 39,524.34 crores were higher by 4.7% over the previous year. However, the need to increase the marketing expenses on account of sever competitive intensity and depressed market scenario has impacted the EBITDA margins decreasing it from 1.4% to negative 2.2% and the Loss After Tax of Rs. 4,738.95 crores was incurred for the Fiscal Year 2015. The total employee cost for the Fiscal Year 2015 was Rs. 3,091.46 crores against Rs. 2,877.69 crores for the Fiscal Year 2014, indicating an overall increase of 7.43%. The average increase in the remuneration during Fiscal 2015 is as mentioned in point no. 1 above as compared to the previous Fiscal Year.

   Average increase in the remuneration is guided by factors like economic growth, inflation, mandatory increases, external competitiveness and talent retention. Whilst the Company endeavors on cost effective initiatives including employees cost being one of the key areas of cost monitoring and control, the results of any structural initiatives needs to be measured over a long term horizon and cannot be strictly compared with annual performance indicators.

   On an average an employee receives an annual increase of 10.63%. The wage increments for blue collar are governed by plant-wise settlements which are held every 3-5 years. The wage revision for white collar employees is done annually. In order to ensure that remuneration reflects Company performance, the performance pay & annual increment are also linked to organization performance, apart from an individual's performance. The individual increments for white collar employees varied from 0% to 20% on Total Fixed Pay & the performance pay varied from 0% to 30% of the Total Fixed Pay. The Increase in remuneration is in line with the market trends.

   The Company remains committed to pursuing the long term interest of all stakeholders, which includes recruiting and retaining an industry proven management team and ensuring that the Company's leadership and talent base is appropriately remunerated, notwithstanding cyclical phases. This is especially imperative when the Company has ongoing significant turnaround and growth strategies under execution.

3. Comparison of the remuneration of the key managerial personnel against the performance of the Company:
   
   

   Employee cost and other significant internal and external factors impacting performance of the Company are explained in detail in the Management Discussion & Analysis Report.

4. Variations in the market capitalisation of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year:
   
   
5. Percentage increase over/decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer:
   
   
6. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:
   
   
7. The key parameters for any variable component of remuneration availed by the directors:

   In addition to the basic/fixed salary, benefits, perquisites and allowances as provided, the Company provides MD/EDs such remuneration by way of commission, based on the profitability of Company, pursuant to Section 197 of the Act. The specific amount payable to them would be based on performance as evaluated by the Board. Further, in addition to this, the Company also pays to MD/EDs such remuneration by way of an annual incentive remuneration/performance linked bonus as may be considered appropriate from time to time by the Board, subject to the achievement of certain performance criteria and such other parameters viz. industry benchmarks, the Company's growth plans and with a view to retain the talent. Further, remuneration also commensurate with industry standards and Board level positions held in similar sized companies, taking into consideration the individual responsibilities shouldered by them.

   The members have, at AGM of the Company held on August 21, 2013 approved payment of Commission to the nonexecutive directors within the ceiling of 1% of the net profits of the Company as computed under applicable provisions of the Act. The said commission is decided each year by the Board of Directors and distributed amongst the Non-Executive Directors based on their attendance and contribution at the Board and certain committee meetings, as well as the time spent on operational matters other than at the meetings.

8. Comparison of each remuneration of the key managerial personnel against the performance of the Company:
   
   
9. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year:
   
10. Affirmation that the remuneration is as per the remuneration policy of the Company:

    The remuneration for Managing Director ("MD")/Executive Directors ("ED")/KMP/rest of the employees is as per the remuneration policy of the Company.

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