The Company considers human resources as its invaluable assets. This policy on nomination and remuneration of Directors, Key Managerial Personnel (KMP) and other employees has been formulated in terms of the Companies Act, 2013, in order to pay equitable remuneration to the Directors, KMPs and employees of the Company and to harmonize the aspirations of human resources with the goals of the Company.
The objective and purpose of this policy are
Unless the context otherwise requires, words and expressions used in this policy and not defined herein but defined in the Companies Act, 2013, as may be amended from time to time, shall have the meaning respectively assigned to them therein.
The role of the Committee, inter-alia, will be the following
The Committee shall consist of a minimum of three Non-Executive Directors, and the majority of them shall be independent.
A minimum of two members shall constitute a quorum for the Committee meeting.
Membership of the Committee shall be disclosed in the Annual Report.
Term of the Committee shall be continued unless otherwise terminated by the Board of Directors.
The Chairperson of the Committee shall be an Independent Director.
The Chairperson of the Company may be appointed as a member of the Committee but shall not be the Chairperson of the Committee.
In the absence of the Chairperson, the members of the Committee present at the meeting shall choose one amongst them to act as Chairperson.
The Chairperson of the Committee shall attend the general meetings of the Company or in his/her absence, any other member of the Committee authorized by him/her in this behalf.
The meetings of the Committee shall be held at such regular intervals as may be required and decided upon mutual discussion among the members.
A member of the Committee is not entitled to be present when his or her remuneration is discussed at a meeting or when his or her performance is being evaluated.
The Committee may invite such executives, officials or such other persons as it considers appropriate to be present at the meetings of the Committee.
The Company Secretary of the Company shall act as the Secretary of the Committee.
Matters arising for determination at the Committee Meetings shall be decided by a majority of votes of the Members present and voting and any such decision shall for all purposes be deemed a decision of the Committee.
In the case of an equality of votes, the Chairperson of the meeting shall have a casting vote.
The duties of the Committee concerning nomination matters include
The duties of the Committee concerning remuneration matters include
Senior Management Personnel to be appointed or promoted and removed/relieved and be paid remuneration with the authority of Managing Director of the Company based on the business need and the suitability of the candidate in accordance with the criteria laid down for identification of persons who may be appointed in the Senior Management which includes the qualification, skills and experience of the candidate for the responsibility the position shall carry and Policy relating their remuneration. The details of the appointment made and the personnel removed shall be presented to the Committee for its ratification followed by noting by the Board Members.
The proceedings of all meetings must be written in the form of Minutes and these Minutes must be signed by the Chairperson of the Committee at the subsequent meeting or within one month from the date of the meeting, whichever is earlier.
Minutes of the Committee meetings will be tabled at the subsequent Board and Committee meetings.
This Policy, including amendments thereof, shall be made available on the Company‘s website and the salient features of the Policy and changes therein, if any, alongwith the web address of the Policy shall be disclosed in the Boards‘ Report of the Company.
This Policy is framed based on the provisions of the Companies Act, 2013, and rules under it.
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, 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 the 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 change in applicable law or as may be felt appropriate by the Committee. Any changes or modifications in the policy as recommended by the Committee would be given for approval of the Board of Directors.
This Policy has been approved by the Board of Directors atits meeting held on May 18, 2018.