He is further entitled to such amount of commission for each Financial Year as may be recommended by the
Nomination and Remuneration Committee and approved by the Board, provided that such commission will not
be less than six months’ salary and not greater than nine months’ salary payable to him.

Payment or Benefit to Directors
Details of the remuneration paid to the Directors by our Company for Financial Year 2021 are disclosed below.

dy Compensation to the Executive Directors

a. The total remuneration paid by our Company to Mr. Ravi B. Goyal, Chairman and Managing Director,
during Fiscal 2021 was 224 million.

b. The total remuneration paid by our Company to Mr. Stanley Johnson P and Mr. Vinayak R. Goyal,
Executive Directors of our Company, during Fiscal 2021 was 221.93 million” and NIL”, respectively.
*Mr. Stanley Johnson P was appointed as an Executive Director with effect from June 9, 2021.
However, in Financial Year 2021 he received a compensation of 321.93 million in his capacity as Head
— Banking Outsourcing.

**Mr. Vinayak R. Goyal was appointed as an Executive Director with effect from June 9, 2021, and as
such he received no compensation in Financial Year 2021.

Ze Compensation to Non-Executive Directors

Only Independent, Non-Executive Directors are entitled to receive sitting fees of %100,000 for
attending each meeting of our Board and sitting fees of %50,000 for attending each meeting of any duly
constituted committee of our Board. Further, the Independent, Non-Executive Directors are also
entitled to receive profit related commission in accordance with the terms of their respective
appointment letters, within the limits specified under the Companies Act, 2013.

The details of the sitting fees paid and other compensation made to the Independent, Non-Executive
Directors during Financial Year 2021 are as disclosed below.

 

 

 

 

 

5: a ae Sitting Fees in® | Commission (in® | Total Remuneration
No. million) million) paid (in 2 million)

1. | Mr. Sudip Bandyopadhyay 118 3.50 4.68
2. | Mir. Vijay Chugh LB 3.50 1
3. | Mr, Rahul Narain Bhagat 115 3.50 4.65
4. Mr. Subrata Kumar Mitra* 0.55 0.00 0.00

 

 

 

 

 

 

 

* Appointed with effect from July 20, 2021
There is no deferred or contingent compensation payable to any of our Directors.
Remuneration from Subsidiaries or Associate

None of our Directors have been paid any remuneration from our Subsidiaries or Associate, including
contingent or deferred compensation accrued for the year during Fiscal 2021.

Shareholding of our Directors in our Company

As per our Articles of Association, our Directors are not required to hold any qualification shares.

For details of the shareholding of our Directors in our Company, see “Capital Structure — Details of the
Shareholding of our Directors and Key Managerial Personnel as on the date of filing of this Prospectus” on

page 92.

For details of employee stock options held by our Directors, see “Capital Structure - Employee Stock Option

198
