CRITERIA OF MAKING PAYMENTS TO NON- EXECUTIVE DIRECTORS
Criteria of making payments to Non-Executive Directors Overall remuneration should be reflective of the
size of the Company, complexity of the sector/industry/company’s operations and the company’s capacity
to pay the remuneration.
Independent Directors ("ID") and Non-Independent Non- Executive Directors ("NED") may be paid sitting
fees (for attending the meetings of the Board and of committees of which they may be members) and
commission within regulatory limits. Quantum of sitting fees may be subject to review on a periodic basis,
as required.
Within the parameters prescribed by law, the payment of sitting fees and commission will be recommended
by the NRC and approved by the Board.
Overall remuneration (sitting fees and commission) should be reasonable and sufficient to attract, retain
and motivate Directors aligned to the requirements of the Company (taking into consideration the
challenges faced by the Company and its future growth imperatives).
Overall remuneration practices should be consistent with recognised best practices.
The aggregate commission payable to all the NEDs and IDs will be recommended by the NRC to the Board
based on Company’s performance, profits, return to investors, shareholder value creation and any other
significant qualitative parameters as may be decided by the Board.
The NRC will recommend to the Board, the quantum of commission for each Director based upon the
outcome of the evaluation process which is driven by various factors including attendance and time spent
in the Board and committee meetings, individual contributions at the meetings and contributions made by
Directors other than in meetings.
In addition to the sitting fees and commission, the Company may pay to any Director such fair and
reasonable expenditure, as may have been incurred by the Director while performing his/her role as a
Director of the Company. This could include reasonable expenditure incurred by the Director for attending
Board/Board committee meetings, general meetings, court convened meetings, meetings with
shareholders/creditors/ management, site visits, induction and training (organised by the Company for
Directors) and in obtaining professional advice from independent advisors in the furtherance of his/her
duties as a director