Nomination & Remuneration Policy

Board has constituted the Nomination and Remuneration Committee on 27th May, 2014 consisting of Mr. Surendra Bagri, Chairman, Mr. Arun Kumar Kothari and Mr. Ajit Khandelwal, the members, to frame the appointment and remuneration policy with authority to reconstitute the said committee from time to time as and when so required. The said committee formulated a policy of the Company for appointment and remuneration of Directors, Key Managerial Personnel (KMPs) and other employees including criteria for determining qualification, positive attitudes, independence of directors and other matters including remuneration as provided under Sub-section 3 of Section 178 of the Companies Act 2013, and recommended to the Board. The salient features of the said policy are given herein below:

The objectives and purpose of the policy is to formulate criteria for determining qualification, capability, positive attitudes and independence for appointment of a Director (executive / non executive) and to recommend remuneration of the directors, KMPs and other senior employees to the Board. It should evaluate the performance of directors and KMPs and to fix scale of remuneration for employees linked to their efforts and performance and achievement relating to the Company's goals and recommend to the Board of Directors for their approvals.

The committee should examine the qualification, experience, ethics and recommend to the Board for appointment of Directors, KMPs and also recommend the remuneration to the Board considering their capabilities, talent, the market value and prevalent trend in the market for appointment and remuneration of such employees from time to time.

The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position.

A person to be appointed as director, should possess impeccable reputation for integrity, deep expertise and insights in sectors / areas relevant to the Company, ability to contribute to the Company's growth, and complementary skills in relation to the other Board members.

The remuneration and commission to be paid to the managing director shall be in accordance with the provisions of the Companies Act 2013 and the rules made thereunder.

Increments to the existing remuneration / compensation structure may be recommended by the committee to the Board which should be within such limit the company can bear depending upon its size and financial health.

Where any insurance is taken by the Company on behalf of its managing directors, chief financial officer, the company secretary and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel.

Committee on review of performance of KMPs and other employees of the Company may recommend to the Board for removal of such person if they consider him not to continue further in the interest of the Company.

This policy is framed based on the provisions of the Companies Act 2013 and rules thereunder and requirements of Clause 49 of the Listing agreement with the stock exchanges.

This policy shall be reviewed by the nomination and remuneration committee as and when changes need to be incorporated in the policy due to changes in regulation or as may be felt appropriate by the committee. Any change or modification in the policy as recommended by the committee would be given for approval to the Board.





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