WABCO-TVS (INDIA) LIMITED INFORMATION MEMORANDUM ...

WABCO-TVS (INDIA) LIMITED INFORMATION MEMORANDUM
Appointment and Compensation of Whole-time Director:
The Board has vide its resolution dated 28 th March 2008 appointed Mr C. N. Prasad,
as Whole-time Director of the Company with effect from the same date.
As per the terms of the resolution passed at the Board meeting held on 7 th May
2008, he shall hold the office of Whole-time Director for a period of five years from
28 th March 2008 on the following remuneration:
Salary and commission on profits or performance linked incentive or bonus:
Subject to a ceiling of Rs.60 lacs per annum
Perquisites and allowances:
Perquisites like unfurnished accommodation / house rent allowance, conveyance
allowance, medical reimbursement, leave travel assistance for self and family, club
fees, earned leave, medical / personal accident insurance premia and other benefits
or amenities, in the aggregate restricted to a sum not exceeding Rs.40 lakhs per
annum; and
Provision of telephone at his residence including payment of local calls and long
distance calls shall not be included in the computation of perquisites for the purpose
of calculation of the said ceiling.
Personal long distance calls on telephone for private purposes shall be recovered by
the Company.
Provision of a car for use on Company’s business.
Contribution to statutory funds:
The Company’s contribution to provident fund and superannuation fund not
exceeding 27% of the salary or such other percentage of the salary as may be fixed
by the Central Government from time to time; and gratuity as per the rules of the
Company.
The Company’s contribution to provident, superannuation and gratuity funds, shall
not be included for computation of limits of perquisites and allowances as aforesaid.
Pension benefits:
The Whole-time Director is entitled to pension, if any, payable after retirement, as
per the rules of the Company.
The Board may from time to time, may determine the quantum of individual items of
Mr. C. N. Prasad’s remuneration for each fiscal year not exceeding the maximum
limits specified in each category detailed above.
The appointment of Mr. C. N. Prasad as Whole-time Director and the remuneration
payable to him as such are subject to the approval of the shareholders of the
Company in the annual general meeting to be held on 29 th September 2008.
Corporate Governance:
The Company is fully compliant with the provisions of Clause 49 of the Listing
Agreement and the details are as follows:
The Board consists of eight Directors. The Company has one executive Director and
seven non-executive Directors. Out of the total strength of the Board five are
independent and three are non-independent Directors.
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