The Company considers human resources as its invaluable assets. This policy on Nomination &
CONSTITUTION OF THE COMMITTEE
Remuneration of Directors, Key Managerial Personnel (KMPs) and other employees has been
formulated in terms of the provisions of the Companies Act, 2013 and the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing
Regulation”) in order to pay equitable remuneration to the Directors, KMPs and Employees of the
Company and to harmonize the aspirations of human resources consistent with the goals of the
The Board of Directors of the Company (Board) constituted the committee to be known as the
OBJECTIVE AND PURPOSE OF THE POLICY
Nomination and Remuneration Committee consisting of three Directors out of which two shall be
the non-executive Independent Directors. The Chairman of the Committee shall be an Independent
The Nomination and Remuneration Committee and this policy shall be in compliance with Section
178 of the Companies Act, 2013 read along with the applicable rules thereto and Regulation 19 of
Listing Regulation. The Objective of this policy is to lay down a framework in relation to
remuneration of directors, Key Managerial Personnel and senior management personnel. The Key
Objectives of the Committee would be:
1. To guide the Board in relation to appointment and removal of Directors
2. Formulate the criteria for determining qualifications, positive attributes and independence of a
director and recommend to the Board a policy relating to the remuneration of directors and
Key Managerial personnel.
3. Formulation of criteria for evaluation of Board of Directors including the Independent Director.
5. To retain, motivate and promote talent and to ensure long term sustainability of talented
managerial persons and create competitive advantage.
6. To assist the Board in fulfilling all related responsibilities.
a. Directors (Executive and Non-Executive)
b. Key Managerial Personnel
POLICY FOR APPOINTMENT AND REMOVAL OF DIRECTOR, KMP AND SENIOR MANAGEMENT
The Committee shall identify and ascertain the integrity, qualification, expertise and experience of
the person for appointment as Director or KMP and recommend to the Board his/her appointment.
A person should possess adequate qualification, expertise and experience for the position he/she is
considered for appointment. The Committee has discretion to decide whether qualification,
expertise and experience possessed by a person is sufficient /satisfactory for the concerned position.
The Committee shall identify whether the director is willing to serve on one or more committees of
the Board as also devote such time as necessary for proper performance of his duties. The
Committee shall analyze whether the Independent Director being considered is willing to and shall
be able to carry out the duties which every independent directors are required to follow. The
Committee shall check whether the prospective Director / KMP shall be able to follow the code of
conduct of the Company or not.
a) Managing Director/Whole Time Director/Independent Director, the Committee shall ensure that
the appointment or Re-appointment of any Director as above is carried out as per rules and
regulations given under the Companies Act, 2013 along with other relevant laws.
b) Criteria for Evaluation The Board of Directors shall carry out the evaluation of performance of its
Knowledge and skill
Directors and Independent Directors based on the below criteria
Due to reasons for any disqualification mentioned in the Act or under any other Applicable Act,
rules and regulations there under, the Committee may recommend to the Board with reasons
recorded in writing, removal of a Director or KMP subject to the provisions and Compliance of the
said Act, rules and regulations.
The Whole-time Directors, KMP and senior management personnel shall retire as per the applicable
provisions of the Companies Act, 2013 and the prevailing policy of the Company. The Board will
have the discretion to retain the Whole-time Directors, KMP and senior management personnel in
the same position/remuneration or otherwise, even after attaining the retirement age, for the
benefit of the Company.
POLICY FOR REMUNERATION TO DIRECTORS/KMP
1. Remuneration to Managing Director/Whole Time Director/Key
The Remuneration/compensation/commission etc. to be paid to Managing Director/Whole time
Director/Key Managerial Personnel shall be governed as per provisions of the Companies Act,
2013 and rules made there under or any other enactment for the time being in force or as per
the policy of the Company & ongoing industrial norms.
2. Remuneration to Non-Executive /Independent Director.
The Non-Executive Independent Director may receive sitting fees only as per the provisions of
Companies Act, 2013. The Amount of sitting fees shall be subject to ceiling/limits as provided
under Companies Act, 2013 and rules made there under or any other enactment for the time
being in force.
This Policy is framed based on the provisions of the Companies Act, 2013 and rules there under and
the requirements of the Listing Regulations.
In case of any subsequent changes in the provisions of the Companies Act, 2013 or any other
regulations which makes any of the provisions in the policy inconsistent with the Act or regulations,
then the provisions of the Act or Regulations would prevail over the policy and the provisions in the
policy would be modified in due course to make it consistent with law.
This policy shall be reviewed by the Nomination and Remuneration committee as and when any
changes are to be incorporated in the policy due to changes in regulations or as may be felt
appropriate by the Company. Any Changes or modifications on the policy as recommended by the
Committee would be given for approval of the Board of Directors.