Criteria of Payment to Directors

Directors of the Company

At present there are 6 (six) non-Executive Directors out of which one of them is non independent. However no distinction is made for payment of remuneration to non independent directors as it is not required as per the provisions of Companies Act, listing agreement and Articles of Association.

The Company pays the following sitting fees to them for attending each meeting of the Board and its Committees.

The above sitting fees is paid as per Article 107 of the Articles of Association of the Company and in pursuance of Sections 198, 309 & 310 of the Companies Act, 1956. The members at the Annual General Meeting held on the 26 th September 2005 have also confirmed and approved the payment of above sitting fees in terms of Clause 49 of the listing agreement. Suitable authority has also been given to the Board to revise the sitting fees payable to the non Executive Directors, from time to time. No other remuneration is paid to the non-Executive Directors.

Besides the above, the non-Executive Directors are also reimbursed Conveyance Expenses of Rs.2000/- (per meeting) for attending the Board, and/or Committee/s Meetings.

The above are subject to revision/s as per applicable law/s prevailing from time to time.

All the non-Executive Directors are eminent personalities, highly qualified and vastly experienced.

The following are the overall criteria kept in view for fixing the above remuneration, being applied uniformly, for all the non Executive Directors:-

• Experience and qualification.
• Responsibilities and duties.
• Time devoted.
• Value addition.
• Profitability of the Company.
• Provisions of law with regard making payment of remuneration to non-Executive Directors {as stated above }.