Annual General Meeting

The Annual General Meeting is the company’s apex decision-making body and is the forum in which shareholders exercise their right over the company’s affairs.

The Annual General Meeting shall be convened once in a year in order to carry out tasks such as adopting the company’s Annual Report and accounts, discharging the members of the Board of Directors, including the Managing Director, from liability and deciding how the profit for the past financial year is to be allocated.

The Annual General Meeting also decides on guidelines for remuneration to the board members. The meeting also decides on any amendments to the Articles of Association and elects the Board of Directors and, when necessary, auditors for the forthcoming period of office. Extraordinary general meetings can be held where there is a particular need to do so.

General Body Meeting

Location and time of Annual General Meeting

The following are the Special Resolutions passed at the General Meetings held in the past 3 years

Remuneration

Remuneration Policy

The remuneration of the Managing Director and Joint Managing Directors is recommended by the Remuneration Committee based on criteria such as
industry benchmarks, the Company’s performance visà- vis the industry, responsibilities shouldered, performance/track record, macroeconomic review on remuneration packages of heads of other organisations and is decided by committee members.

The Company pays remuneration by way of salary, perquisites and allowances (fixed component), incentive remuneration and/or commission (variable components) to its Managing and Joint Managing Directors. The remuneration package of whole time Directors has been calculated in accordance with the requirements of schedule VI of the Companies Act, 2013.

Annual increments are decided by the Remuneration Committee within the salary scale approved by the Members and are effective from April 1, annually.

Please refer to the downloadable version of 24th Annual Report for detailed information on the current remuneration package and privileges to which Managing Director and Joint Managing Directors are entitled to. You can also find the information on enterprises over which Key Management Personnel (KMP) and their relatives have substantial interest.

A sitting fee of Rs.5,000/- for attendance at each meeting of the Board and committee, is paid to its Members (excluding Whole-time Directors).

Remuneration of Non-Executive Directors

The Non-Executive Directors do not receive any remuneration from the Company, apart from the sitting fees. No significant material transactions have been made with the Non-Executive Directors vis-à-vis the Company.

The components of the total remuneration vary for different grades of employees and are governed by industry patterns, qualifications and experience of the employee, responsibilities handled by him, his 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.

Remuneration of employees largely consists of basic remuneration, perquisites, allowances and performance incentives.