N&R Policy

Policy on Appointment of Directors, Key Managerial Personnel Appointment and Senior Management 

A. Criteria for Appointment of Directors

The Nomination and Remuneration Committee chooses persons with appropriate qualification, experience, leadership qualities and industry exposure for being nominated as a Director of the Company. Due care is taken to ensure that such a person meets with the criteria laid down under applicable laws including independent verification of suitability and fitment.

No person shall be appointed as an Independent Director of the Company unless he / she meet the criteria of independence as specified in the Companies Act, 2013 and such directorship is within the limits prescribed by law in this behalf.

The Board may appoint any person as a director nominated by any institution in pursuance of the provisions of any law or shareholders agreements which may be in force for the time being.

B. Criteria for Appointment of Key Managerial Personnel (KMP) and Senior Management

The KMP (The KMP shall be as defined under the Companies Act, 2013) and Members of the Senior Management team shall possess relevant Educational Qualification, Experience, Leadership Qualities and integrity. The term of office of such personnel shall be in accordance with the prevailing employment policy of the Company.

The senior management means personnel of the company who are members of its core management team excluding Board of Directors comprising all members of management one level below the executive directors, including the Business/ functional heads.

Policy on Remuneration of Directors, KMP and Senior Management

A. Remuneration Policy for Directors

1. At the time of appointment or re-appointment, the Executive Director shall be paid such remuneration as may be mutually agreed between the Company and the Executive Director within the overall limits prescribed under the Companies Act, 2013 and approved by the Nomination and Remuneration Committee of the Board, the Board and the Members of the Company.
2. The remuneration of the Executive Director may be broadly divided into fixed and variable components. The split of the remuneration is designed to reflect the short-term and long-term goals of the Company. The fixed component comprises salary, allowances, perquisites, amenities and retiral benefits, and the variable component comprises performance bonus payable on meeting pre-agreed performance goals.
3. In determining the remuneration, including the fixed increment and performance bonus, the Nomination and Remuneration Committee shall ensure/consider the following:
   1. The relationship of remuneration and performance benchmark is clear;
   2. Responsibility required to be shouldered by the Executive Director, the industry benchmarks and the current trends;
4. Independent Directors shall be entitled to receive remuneration in the form of sitting fees for attending the meetings. In addition to the same, they are entitled to remuneration in the form of commission or otherwise and also reimbursement of expenses for participation in Board and Committee meetings in accordance with the provisions of the Companies Act, 2013 and rules thereunder.

B. Remuneration Policy for KMP and Senior Management

In determining the remuneration of the KMP and Senior Management Employees, the following facts to be considered:

1. The relationship of remuneration and performance benchmark is clear;
2. The balance between fixed and variable incentive pay reflecting short and long term performance objectives, appropriate to the working of the Company and its goals;
3. The remuneration including annual increment and performance bonus is decided based on the criticality of the roles and responsibilities, the company’s performance vis-à-vis the annual budget achievement, individuals’ performance, industry benchmark and current compensation trend in the market;
4. The Reporting Manager will carry out the individual performance review based on the standard appraisal matrix and shall take into account the appraisal score card and other factors mentioned herein above, whilst recommending the annual increment and performance incentive.