The Nomination and Remuneration Committee (hereinafter referred as the “Committee”) is a committee of the Board of Directors (hereinafter referred as the “Board”) established in accordance with the Company’s constitution and authorized by the Board to assist it in fulfilling its statutory, fiduciary and regulatory responsibilities. It has the authority and power to exercise the role and responsibilities set out in this charter and granted to it under any separate resolutions of the Board from time to time. The Committee shall as per this charter and as per the policy approved by the Board have the primary objective of:

1. Identify persons who are qualified to become directors of the Board and recommend the same to the Board.
2. Identify persons who may be appointed in senior management of the Company and recommend the same to the Board.
3. Shall formulate the policy for determining qualifications, positive attributes and independence of Director and the remuneration to them, Key managerial personnel (hereinafter referred to as the “KMP”) and other employees.

The Nomination and Remuneration Committee is applicable to the following classes of Companies:

1. Every listed Company
2. Every other Public company-
1. Having Paid-up capital of Rs.100 crores or more; or
2. Which have, in aggregate, outstanding loans or borrowings or debentures or deposits exceeding Rs.50 Crores. 

The paid-up share capital or turnover or outstanding loans, or borrowings or debentures or deposits, as the case may be, as existing on the date of last audited Financial Statements shall be taken into account for the purposes of this rule.

Constitution of the Board

The above-mentioned classes of companies shall constitute the Nomination and Remuneration Committee consisting of –

3 or more NEDs out of which not less than one half shall be IDs.

The chairperson of the company (whether executive or non-executive) may be appointed as a member of the Nomination and Remuneration Committee but shall not chair such Committee.

Composition

The Committee shall comprise of three or more non-executive directors out of which at least half shall be Independent Director. (Independence would be decided upon by the Board and in accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as the “Listing Regulations”) and Companies Act, 2013 (hereinafter referred as the “Act”) and such other legal and regulatory environment that may be applicable to the Company.

The Chairperson of the nomination and remuneration committee shall be an independent director.

The Chairman of the Company whether (executive or non-executive) may be appointed as a member of the Committee but shall not chair a Committee.

Secretary

The Company Secretary shall act as the Secretary to the Committee Meetings.

Quorum

The quorum necessary for transacting business at a meeting of the Committee shall be two members or one-third of the members of the Committee; whichever is greater with at least two Independent Directors. A duly convened meeting of the Committee at which the requisite quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.

Meeting

The Committee shall meet at least as of when required or as stipulated by Board from time to time.

Annual General Meeting

The Chairman of the Committee shall attend the Annual General Meeting to answer shareholder queries.

Role of the Committee

The responsibilities of the Committee shall include the following:

1. Nomination: The Committee assists, advises, and recommend the Board on:
1. Board succession planning generally;
2. Induction and continuing professional development programs for directors;
3. The development and implementation of a process for evaluating the performance of the Board, its committees and directors;
4. The process for appointing a new director, including evaluating the balance of skills, knowledge, experience, independence, and diversity on the Board and, in the light of this evaluation, preparing a description of the role and capabilities required for a particular appointment;
5. The process for appointing and removal of KMP’s and the Senior Management one level below the Board.
6. The appointment and re-election of directors.
2. Remuneration: The Committee also assists and advises the Board on remuneration policies and practices for the Board, the CEO, the chief financial officer, senior executives, and other persons whose activities, individually or collectively, affect the financial soundness of the Company.
1. The Committee shall also formulate the policy regarding:-
1. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;
2. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
3. Remuneration to directors, KMPs, and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.
2. In fixing the Remuneration to Executive Directors Remuneration shall be evaluated annually against performance and a benchmark of international companies, which in size and complexity are similar to the Company. Benchmark information is obtained from internationally recognized compensation service consultancies. Non-Executive Directors will be not entitled to get any sort of Remuneration including Equity shares of the Company apart from the sitting fees for attending the Board and its Committee Meeting as stipulated by the Board from time to time.
3. The Committee shall formulate the policy detailing the criteria for determining the remuneration and shall continue to adhere to it.
3. Performance Evaluation: The Committee is primarily responsible along with the Board to lay down the format and the procedure in which the Board, its Committees, and all the individual Directors of the Company will be evaluated annually. The process will be according to the Act and with the Listing Regulations.
1. Board Report shall state the statement about the manner in which the Board, its Committees, and all the individual Directors of the Company are formally evaluated.

Access to Information and Advisers

The Committee has direct and unlimited access to all resources necessary to discharge its duties and responsibilities, including engaging counsel, accountants or other experts as it considers appropriate. This may include requesting management or engaging external remuneration consultants to provide information to the Committee. The Committee also has the authority to conduct or direct any investigation required to fulfill its responsibilities.

Other Functions

1. Perform other activities related to this Charter as requested by the Board.
2. Carry out additional functions as is contained in the listing Regulation or other regulatory requirements applicable to the Company.