The objective of this Policy is to guide the Board of Directors of
the Company on:
a. Appointment and removal of Directors, Key Managerial
Personnel and employees in Senior Management;
b. Remuneration payable to the Directors, Key Managerial
Personnel and employees in Senior Management;
c. Board Diversity;
d. Succession plan for Directors, Key Managerial
Personnel and employees in Senior Management; and
e. Evaluation of individual Directors, Chairperson of
the Board, the Board as a whole and the Committees of the Board
i. “Act” means Companies Act, 2013 any modifications and
/ or re-enactment thereof;
ii. “Board” means the Board of Directors of the Company
from time to time;
iii. “Key Managerial Personnel ” means a person defined
in Section 2(51) of the Companies Act, 2013 and shall include: 1.
Chief Executive Officer or the Managing Director or the
Manager 2. Whole-time director 3. Chief
Financial Officer 4. Company Secretary; and 5.
such other officer as may be prescribed under the applicable
laws or nominated by the Board.
iv. “Nomination and Remuneration Committee”/ “NRC” means
the existing Nomination and Remuneration Committee of Independent
directors of the Company, and any reconstitution of the same from
time to time in accordance with the Act and the LODR, 2015;
v. “Policy” means Nomination and Remuneration Policy;
vi. “SEBI Regulations” mean the SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015. vii.
“Senior Management” means personnel of the Company who are
members of its core management team excluding the Board of Directors
and shall comprise all members of management one level below the MD
& CEO, and include the Chief Financial Officer and the Company
Secretary.
i. The meeting of the NRC shall be held at such regular
intervals as may be required by the Company;
ii. A member of the NRC is not entitled to be present
when his or her own remuneration is discussed at a meeting or when
his or her performance is being evaluated;
iii. The NRC may invite such executives, as it considers
appropriate, to be present at the meetings of the NRC;
iv. Matters arising for determination at NRC meetings
shall be decided by a majority of votes of Members present, and
voting and any such decision shall for all purposes be deemed a
decision of the NRC;
v. In case of equality of votes, the Chairman of the
meeting will have a casting vote; vi. The proceedings of
all meetings shall be minuted and signed by the Chairman of the NRC
at the subsequent meeting. Minutes of the NRC meetings will be
tabled at the subsequent Board and NRC meeting.
i. To formulate criteria for determining qualifications,
the positive attributes and independence of a Director;
ii. To recommend to the Board a policy relating to
remuneration of the Directors, Key Managerial Personnel and other
employees;
iii. To recommend to the Board the appointment and
removal of Key Managerial Personnel and Senior Management;
iv. To identify persons who are qualified to become
directors and who may be appointed in senior management in
accordance with the criteria laid down, and recommend to the Board
for their appointment and removal;
v. To recommend to extend or continue the term of
appointment of the independent directors, on the basis of the report
on performance evaluation of independent directors;
vi. To carry out evaluation of a Director’s performance
and recommend to the Board appointment /removal based on his / her
performance;
vii. Recommend to the Board on:-
viii. The policy relating to remuneration for Directors,
Key Managerial Personnel and Senior Management; and
ix. The Executive Director/s Remuneration and incentive;
x. To make recommendations to the Board concerning any
matters relating to the continuation in office of any Director at
any time including the suspension or termination of service of an
Executive Director as an employee of the Company subject to the
provision of the law and their service contract;
xi. To ensure that the level and composition of
remuneration is reasonable and sufficient, relationship of
remuneration to performance is clear and meets appropriate
performance benchmarks,
xii. To devise a policy on Board diversity;
xiii. To develop a succession plan for the Board and to
regularly review the plan;
xiv. To ensure that there is an appropriate induction
and training programme in place for new Directors and members of
Senior Management and reviewing its effectiveness; To ensure that on
appointment to the Board, Non-Executive Directors receive a formal
letter of appointment in accordance with the Guidelines provided
under the Act;
xv. To identify and recommend Directors who are to be
put forward for retirement by rotation;
xvi. To determine the appropriate size, diversity and
composition of the Board;
xvii. To set a formal and transparent procedure for
selecting new Directors for appointment to the Board;
i. To evaluate the performance of the Board members and
Senior Management in the context of the Company’s performance from a
business and compliance perspective;
ii. To delegate any of its powers to one or more of its
members or the Secretary of the NRC;
iii. To recommend any necessary changes to the Board;
iv. Review Professional indemnity and liability
insurance taken by the Company for Directors, Key Managerial
Personnel and Senior Management; v. To consider any
other matters as may be requested by the Board.
i. The Policy would be subject to revision/amendment in
accordance with the applicable laws.
ii. Unless required earlier, the NRC shall review the
Policy once in every two years for making suitable amendments for
better implementation of the Policy.
iii. The power to interpret and administer the Policy
shall rest with the Chairperson of the NRC whose decision shall be
final and binding. The Chairperson is also empowered to make any
supplementary rules/orders to ensure effective implementation of the
Policy. These will, however, be reported to or placed before the
NRC, from time to time, to ensure the Committee’s oversight on these
issues.
This policy is adopted in meeting of Board of Directors dated June 17, 2024.