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Appointment & Remuneration Policy

TIL Limited (‘the Company’) already has in place a comprehensive appointment & remuneration policy for all employees under the Employees Handbook Policy. However, in terms of the provisions of the Companies Act, 2013 read with other applicable provisions, the Nomination & Remuneration Committee of the Board of Directors have framed and implemented a similar policy relating to appointment & remuneration policy for Executive & Non-Executive Directors, Key Managerial Personnel (KMP) and other Senior Employees.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises Non-Executive Directors of the Company with Independent Directors forming a majority and is in compliance with the provisions of the Companies Act, 2013 and the corporate governance requirements of the Listing Agreement with the Stock Exchanges. The Chairperson of this Committee is an Independent Director. The Chairperson of the Board of Directors may be a member of this Committee but will not chair any meeting of this Committee.

The Committee, constituted by the Company on 31st May, 1999, was reconstituted by the Board at its meeting held on 5th May, 2014 in accordance with the provisions of Section 178 of the new Companies Act, 2013 adopting standard terms of reference.

Role and Responsibilities

The Committee ensures the following:

  • Appointments are made on merit, against objective criteria, selecting the best candidate for the position.
  • Reviews retirement and resignation from the Board / Committees and / or from the Company.
  • Advice and ensure proper succession plan for KMPs and Senior Employees.

Criteria for appointment and independence of Directors

The Committee draws up a specification for the role considering the requirement, balance of skills, knowledge and experience of its existing members and the diversity of the Board. The recruitment process then focuses on appointing candidates who meet the criteria, who have the relevant professional knowledge, professional qualifications and experience. Successful candidates are likely to have demonstrable leadership qualities and interpersonal communication skills, act with integrity and have adequate business exposure. It is also ensured that the proposed appointees have sufficient time available to devote to the role, are compliant with the rules, policies and values of the Company and do not have any conflicts of interest.

Remuneration Policy

The Committee’s philosophy is to attract, retain and motivate individuals who have the ability to successfully implement the Company’s business strategy and also to have appropriate incentive plans to encourage enhanced performance. In order to foster a high performance culture, a meaningful portion of remuneration is performance linked.

a) Remuneration Policy for Non-Executive Directors

Non-Executive Directors are entitled to sitting fees for attending meetings of the Board or its Committees at rates which are within the limits prescribed under the Companies Act, 2013. They are also entitled to commission on net profits, as determined by the Board from time to time, not exceeding 1% of the net profits of the Company for that year. The level of remuneration is set to attract and retain Non-Executive Directors of the necessary skill and experience by offering them market competitive remuneration.

Non-Executive Directors do not participate in Board discussions which relate to their own remuneration. They receive reimbursement of reasonable expenses incurred in attending the Board, Committee and other ad hoc meetings. None of the Non-Executive Directors are entitled to receive compensation for loss of office at any time or participate in any bonus scheme, share plans or retirement plans.

Non-Executive Independent Directors are appointed in compliance with the provisions of the Companies Act 2013 and must adhere to the Code for Independent Directors laid down under Schedule IV to the Companies Act, 2013 and retain their independence during the entire tenure of appointment as an Independent Director. The terms of service of Non-Executive Independent Directors are contained in letters of appointment issued to them after their appointment at a general meeting of the Company.

Remuneration paid is subject to deduction of Income Tax at source and payment of applicable Service Tax.

b) Remuneration Policy for Executive Directors

An appropriate level of remuneration is set to ensure that the Company is able to recruit and retain Executive Directors of the necessary skill and experience by offering them market competitive remuneration reflecting their individual experience, role and contribution within the Company. The individual’s performance is reviewed annually, with changes in remuneration normally effective from 1st April each year. While considering any increase in base salary, the Committee will mainly consider the role, changes in job scope, responsibility and complexity and the need to maintain market competitiveness.

The total remuneration package is designed to provide an appropriate balance between fixed and variable components with focus on long term variable pay so that strong performance is anticipated but without encouraging excessive risk taking.

Executive Directors are not entitled to sitting fees for attending meetings of Directors nor are they entitled to receive compensation for loss of office at any time. As per the provisions of the Companies Act, 2013, Executive Directors are entitled to commission on net profits as determined by the Board from time to time, not exceeding 5% of the net profits of the Company for that year where there is one Executive Director or not exceeding 10% of the net profits for all the Executive Directors taken together.

Remuneration arrangements of Executive Directors consist of the same elements as those of other employees i.e. Basic Salary, HRA and other allowances, retirement benefits (i.e. provident fund, superannuation and gratuity as per the Company’s Schemes applicable to all employees) and perquisites as per the Rules of the Company applicable to all employees including corporate club membership, insurance, car and fuel perquisites.

Executive Directors are entitled to avail themselves of 30 days leave in a year and un- availed leave can be accumulated as per the rules of the Company upto a maximum of 120 days.


c) Remuneration to Senior Management personnel

An appropriate level of remuneration is set to ensure that the Company is able to recruit and retain senior management with the necessary skills, professional qualifications, experience, international exposure and compliance with the rules and policies of the Company. Market competitive remuneration is offered to individuals reflecting their experience, role and contribution within the Company. The individual’s performance is reviewed annually, with changes in remuneration normally effective from 1st April each year. While¬†considering any increase in base salary, the Committee will mainly consider the role, changes in job scope, responsibility and complexity and the need to maintain market competitiveness. The Committee may make additional payments linked to relocation.

The total remuneration package is designed to provide an appropriate balance between fixed and variable components with a focus on long term variable pay so that strong performance is anticipated but without encouraging excessive risk taking.

The terms of service of senior management personnel are contained in appointment letters issued by the Company. The Committee will periodically review the contractual terms, rules and policies of the Company to ensure these reflect best practice and are compliant with various regulations. Normally senior management personnel are appointed until their retirement when they reach the age of 58 years, with review at the end of each year. The severance notice period is normally three months.

Remuneration arrangements of senior management personnel consist of the same elements as those of other employees i.e. Basic Salary, HRA and other allowances, retirement benefits (i.e. provident fund, superannuation and gratuity as per the Company’s Schemes applicable to all employees) and perquisites as per Rules of the Company applicable to all employees according to their seniority including corporate club membership, insurance, car and fuel perquisites.

As applicable to all employees, senior management personnel are entitled to avail themselves of 30 days leave in a year and unavailed leave can be accumulated as per the rules of the Company upto a maximum of 120 days.

For and on behalf of the Board of Directors

Sumit Mazumder
Chairman & Managing Director

Contact Us

TIL Limited

1, Taratolla Road,
Garden Reach,
Kolkata 700 024, West Bengal
Phone: +91 33 2469 3732-6
Fax: +91 33 2469 2143, 3731

Toll Free Number:

+1800 265 1535

Email:

mktg-til@tilindia.com

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