EX-99.12 13 exv99w12.htm FORM OF RELEASE TO STOCK EXCHANGES DATED OCTOBER 19, 2016

Exhibit 99.12

FORM OF RELEASE TO STOCK EXCHANGES DATED OCTOBER 19, 2016

 

 

STOCK EXCHANGE INTIMATION

 

The Board of Directors in their meeting held on October 14, 2016, on the recommendation of Nomination and Remuneration Committee, have approved the revised annual compensation of U.B. Pravin Rao, Chief Operating Officer and Whole Time Director of the Company, with effect from November 1, 2016, subject to the approval of the shareholders.

 

Key Management Personnel (KMP) Designation Fixed Salary in INR p.a Variable Salary in INR p.a #
U.B. Pravin Rao* Chief Operating Officer  4,62,50,000  3,87,50,000

 

*revised salary and Restricted stock units (RSU) / Employee Stock Option (ESOP) grants is subject to shareholders approval
#on achievement of targets set by the Board.

 

Based on fiscal 2016 performance, 27,250 restricted stock units (RSU) and 43,000 stock options (ESOP) would be granted once approved by Shareholders. This grant will be under the 2015 Stock Incentive Compensation Plan (2015 plan), approved by the shareholders vide postal ballot dated March 31, 2016. These RSUs and stock options would vest over a period of 4 years and shall be exercisable within the period as approved by the Nomination and Remuneration Committee. The exercise price of the RSUs will be equal to the par value of the shares and the exercise price of the stock options would be the market price as on the date of grant, as approved by the shareholders. RSUs and stock options, in future periods, will be granted on achievement of performance conditions, as may be decided by the Nomination and Remuneration Committee.

 

The Board of Directors in their meeting held on October 14, 2016, on the recommendation of the Nomination and Remuneration Committee, have approved the revised compensation structure of Mohit Joshi, Rajesh K Murthy, Ravikumar S, Sandeep Dadlani, David Kennedy, M.D. Ranganath, Krishnamurthy Shankar and Manikantha AGS with effect from November 1, 2016. The Audit committee in their meeting held on October 13, 2016, resolved to include Mohit Joshi, Sandeep Dadlani, Rajesh K Murthy, RaviKumar S., Krishnamurthy Shankar and David Kennedy as key managerial personnel (KMP) as defined under Ind-AS 24 – Related Party Disclosures effective from the date of the meeting. Dr. Vishal Sikka, U.B. Pravin Rao, M.D. Ranganath and Manikantha AGS are key managerial personnel as defined under Section 2 (51) of the Companies Act, 2013.

 

KMP Designation Fixed Salary in
US $ p.a
Variable Salary in
US $ p.a #
David Kennedy General Counsel & Chief Compliance Officer  557,500  472,500
Mohit Joshi President  625,000  500,000
Rajesh K. Murthy President  540,000  450,000
Ravi Kumar S. President  625,000  500,000
Sandeep Dadlani President  625,000  500,000
TOTAL in US $ per annum    2,972,500  2,422,500
Total in INR ^ per annum (A)  197,671,250  161,096,250

 

^ converted @ 66.50 per US$

 

KMP Designation Fixed Salary in
INR p.a
Variable Salary in
INR p.a #
M.D. Ranganath Chief Financial Officer  2,00,00,000  2,00,00,000
Krishnamurthy Shankar Group Head - Human Resources  2,34,30,204  1,86,15,000
Manikantha A G S Company Secretary  37,18,781  12,71,566
Total in INR per annum (B)    4,71,48,985  3,98,86,566
GRAND TOTAL (A+B)    24,48,20,235  20,09,82,816
Rounded off (In crore)    24  20

 

# on achievement of targets set by the Company.

 

Based on fiscal 2016 performance, aggregate RSU's of 245,750 and ESOP's of 502,550 will be granted to the KMP as mentioned below with effect from November 1, 2016 under the 2015 Stock Incentive Compensation Plan (2015 plan), approved by the shareholders vide postal ballot dated March 31, 2016. These RSUs and stock options would vest over a period of 4 years and shall be exercisable within the period as approved by the committee. The exercise price of RSUs will be equal to the par value of the shares and the exercise price of the stock options would be the market price as on the date of grant or the price as determined under the applicable law in respective jurisdictions. The details of the Stock incentive units to be granted is as under:

 

Number of Stock Incentive units to be granted
KMP Number of RSUs Number of ESOPs
Mohit Joshi  52,350  1,12,750
Rajesh K. Murthy  45,000  96,900
Ravi Kumar S.  52,350  1,12,750
Sandeep Dadlani  52,350  1,12,750
M.D. Ranganath  30,650  48,400
Manikantha A G S  1,000
Krishnamurthy Shankar  12,050  19,000
TOTAL  2,45,750  5,02,550