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GODFREY PHILLIPS
-INDIA LIMITED
(C) Board Disclosures - Risk management
The Company being an old established organization, has in place builtin internal control systems for assessing
and mitigating elements of risks in relation to its operations. The departmental heads are reasonably alive of
this aspect in their day to day functioning. However, with a view to apprise the Board of Directors of the risk
management procedures and the steps to minimize/ eliminate the same in a structured manner, the Company
has formulated a Risk Profile and Risk Register, listing out various risks and mitigating factors, which was
placed before the Board from time to time.
(D)
Proceeds from public issues, right issues, preferential issues, etc.
The Company did not raise any funds through public issues, right issues, preferential issues, etc. during the
year.
6
REMUNERATION TO DIRECTORS
(1)
Remuneration policy
The Company has not constituted any Remmeration Committee. The remmeration to be paid to the Managing/
Executive/ Whole-time Directors is decided by the Board and recommended for approval by the shareholders
at the Annual General Meeting. The Non-Executive Directors do not draw any remuneration from the Company
other than the payment of sitting fee of Es. 20,000/ -for each meeting of the Board and the Board Committee
attended by them. As per provisions of the Articles of Association of the Company, the overall payment of
sitting fees to a director for attending the Board and Committee meetings shall not exceed Rs.3 lacs in a
financial year.
Details of remuneration to the directors
(Amount in Rs.)
Name of the
Salary and
Perquisites
Commission Sitting Fees
Total
Director
Other
Board/ Committee
Allow ances
Meetings
Mr. RA. Shah
Nil
Nil
Ni
140,000
140,000
Mr. KK Modi'
10,895,161
39,600
8,526,879
Vil 19,461,640
Mr. S. V. Shanbhag
212,000
41,418
Nil
Nil
253,418
Mr. R Ramamurthy?
4,548,387
25,106
Nil
Nil
4,573,493
Mr. Lalit Bhasin
Nil
Nil
Nil
240,000
240,000
Mr. Anup N. Kothari
Nil
Nil
Nil
220,000
220,000
Mr. Lalit Kumar Modi
1,500,000 2,018,831
1,500,000
Nil
5,018,831
Mr. C.M. Maniar
Nil
Nil
Nil
160,000
160,000
Mr. O.P. Vaish
Nil
Nil
Nil
200,000
200,000
Mr. Samir Kumar Modi
1,500,000 2,196,683
1,500,000
Nil
5,196,683
Btal
18,655,548 4,321,638 11,526,879
960,000 35,463,615
* excludes incremental liability for gratuity and compensated absences which are actuarially determined on
an overall basis.
iii) Details of service contract, notice period, severance fees etc. of directors
"The Company has service contract with Mr. KK Modi, President & Managing Director for a period of three
years with effect from August 14, 2009. The notice period is six calendar months by either party. No
severance fees is payable to him. Besides fixed salary, Mr. K. K Modi is also entitled to paymentof performance
linked incentive in the form of commission @ 2% of the net profits of the Company computed in the manner
laid down under Sections 349, 350 and 351 of the Companies Act, 1956, subject to a ceiling of Rs. 100
lacs per annum
The Company had service contract with Mr. S. V. Shanbhag, Whole-time Director for a period of three years
with effect from October 1, 2007. He resigned from the directorship of the Company w.e.f. 31* Jily, 2009
and consequently, he also ceased to be Whole-time Director.
17
Source: https://www.industrydocuments.ucsf.edu/docs/jybx0223

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