Nomination & Remuneration Committee

Corporate governance is a framework that governs and controls businesses. The Company's Board of directors must make sure that an effective corporate governance structure is in place. If correctly established, these corporate governance committees guarantee that operations run smoothly, assist the corporation in formulating corporate strategy, and provide a host of other advantages.

The various committees of the Board are:

• Nomination and remuneration committee

• Audit Committee

• committee for risk management

Nomination and remuneration committee

The Board of Directors of the following corporations shall make up the Nomination and Remuneration Committee.

1. Includes Listed Public Companies.

2. The Following Category of Companies

• All public enterprises with paid-up share capital of at least Rs. 10 crores; or all public companies with annual revenue of at least Rs. 100 crores; or

• All publicly traded businesses with total outstanding debts above Rs. 50 crore in deposits, loans, and debentures.

• If on the date of the most recent audited financial accounts, the paid-up share capital, turnover, outstanding loans, debentures, and deposits, as applicable, shall be taken into account.

Composition of the Committee

The Nomination and Remuneration Committee, composed of three non-executive directors, two of whom must be Independent Directors, was established by the Board of Directors of the Company (the Board). A Director who is Independent shall serve as the Committee's Chairman.

Goals and objectives of the policy

The policy's goal and aim are as follows:

The Nomination and Remuneration Committee and the policy must adhere to Section 178 of the 2013 Companies Act and its pertinent provisions, as well as Regulation 19 of the Listing Regulation. The policy's goal is to establish guidelines for the compensation of directors, key managerial professionals, and senior management staff.

The Committee's primary goals would be:

1. to advise the Board on Director nominations and removals.

2. Create the standards for judging a director's abilities, qualities, and independence, and then suggest to the Board a policy for paying directors and key managerial staff.

3. Developing evaluation standards for the Board of Directors, including the Independent Director.

4. To provide recommendations to the Board about compensation for senior management, key managerial personnel, and directors.

5. To maintain, encourage, and advance talent as well as to preserve the competitive edge and long-term sustainability of talented managerial personnel.

6. To support the Board in carrying out all pertinent duties.

Applicability 

a. Directors (Executive and Non-Executive) 

b. Key Managerial Personnel

Policy for senior management, directors, and kmp appointments and terminations

• The Committee will select candidates for appointment as Directors or KMP, verify their integrity, qualifications, areas of expertise, and experience, and then recommend their appointment to the Board.

• A person should be qualified, knowledgeable, and experienced enough for the position for which they are being evaluated. The Committee has the authority to determine if a person's education, experience, and skill level are adequate or appropriate for the relevant post.

• The Committee must determine if the Director is willing to participate in one or more Board committees and to spend the time required for the effective fulfillment of his responsibilities.

• The Committee will assess the independent Director'sDirector's ability and willingness to perform the duties that all independent directors are expected to perform. The Committee will determine whether or not the potential Director or KMP can uphold the Company's code of conduct.

Term/Tenure

1. Managing Director/Whole Time Director/Independent Director

The Committee will make sure that the above-mentioned Director'sDirector's appointment or reappointment is carried out in accordance with the guidelines established by the Companies Act of 2013 and other pertinent laws.

1. Evaluation Standards

Based on the following criteria, the Board of Directors shall evaluate the performance of its directors and independent directors.

Participation involving:

• Attendance

• Availability

• Time elapsed

• Preparedness

• Active involvement

• Analysis

• Objective discussion

• Testing and probing assumptions

• Information and ability

Knowledge of business and industry, which involves:

• Functional proficiency

• Corporate responsibility

• Development of Long-Term Plans & Strategy

• inputs relating to strength

Others

• Responsibility of the DirectorDirector and performance of duties

• the calibre and importance of contributions

• Connection to other board members

Removal

The Committee may recommend to the Board the removal of a Director or KMP in accordance with the provisions and compliance with the aforementioned Act, rules, and regulations due to grounds for any disqualification specified in the Act or under any other applicable Act, rules, and regulations there under.

Retirement

The Whole-Time Directors, KMP, and senior management staff must retire in accordance with the Company's current policy as well as any applicable provisions of the Companies Act 2013. Even when they reach retirement age, the Whole-Time Directors, KMP, and senior management staff may be retained by the Board at its discretion in the same role and remuneration or in another manner for the Company's benefit.

1. Compensation for the managing Director, full-time Director, and key managerial staff.

The remuneration/compensation/commission etc., to be paid to the Managing Director/Whole Time Director/Key Managerial Personnel shall be governed by the provisions of the Companies Act, 2013, and rules made thereunder, or as per any other enactment currently in effect, or as per the policy of the Company and current industrial norms.

2. Compensation for independent or non-executive directors

The 2013 Companies Act's provisions govern the Non-Executive Independent Director's ability to accept sitting fees. Any ceilings or restrictions set by the Companies Act of 2013 and its implementing rules, as well as by any other current statute, shall apply to the amount of sitting fees.