NOMINATION AND REMUNERATION POLICY
1. PREAMBLE
As per Section 178 of the Companies Act, 2013 and Rules
made thereunder and SEBI (LODR) Regulations 2015, the
Nomination and Remuneration Policy of Kajaria Ceramics
Ltd. (the “Company”) is designed to attract, motivate,
improve productivity and retain manpower, by creating
a congenial work environment, encouraging initiatives,
personal growth and team work, and inculcating a sense of
belonging and involvement, besides offering appropriate
remuneration packages and superannuation benefits. The
policy reflects the Company’s objectives for good corporate
governance as well as sustained long term value creation
for shareholders.
This policy applies to directors, senior management
including its Key Managerial Personnel (KMP) and other
senior management personnel of the Company.
2. OBJECTIVES
i.) To lay down criteria and terms and conditions with
regard to identifying persons who are qualified to
become Directors and persons who may be appointed
in Senior Management and Key Managerial positions.
ii) To determine remuneration based on the Company’s
size and financial position, cost of living, and trends
and practices on remuneration prevailing in peer
companies, in the tile industry.
iii) To carry out evaluation of the performance of
Directors, as well as Key Managerial Personnel and
Senior Management Personnel.
iv) To retain, motivate and promote talent and to ensure
long term sustainability of talented managerial persons
and create competitive advantage.
3. DEFINITIONS
The definitions of some key terms used in this policy are as
under :
i.
Act
means the Companies Act 2013 and Rules framed
there under, as amended from time to time.
ii.
Board or Board of Directors
in relation to a Company
means the collective body of the directors of the
Company
iii.
Director
means directors appointed to the Board of
the Company
iv.
Independent Director
means a director referred to in
Section 149 (6) of the Companies Act, 2013 and SEBI
(LODR) Regulations 2015
v.
Key Managerial Personnel
in relation to a Company
means
a. The Managing Director and Joint Managing
Director
b Whole time Director
c Chief Financial Officer
d Company Secretary
e Such other officer as may be prescribed
vi.
Nomination and Remuneration Committee or
Committee
shall mean a Committee of Board of
Directors of the Company, constituted in accordance
with the provisions of Section 178 of the Companies
Act, 2013 and SEBI (LODR) Regulations 2015
vii.
Senior Management
means personnel of the
Company who are members of its core management
team excluding the Board of Directors including
Functional Heads.
4. APPLICABILITY
The Policy is applicable to
Directors (includes Independent directors)
Key Managerial Personnel (KMP)
Senior Management Personnel
5. CONSTITUTION OF COMMITTEE
Members of the Nomination & Remuneration Committee
shall be appointed by the Board and shall comprise of three
or more non-executive directors out of which not less than
one-half shall be independent directors. Chairman of the
Committee shall be an Independent Director. Chairman
of the Nomination and Remuneration Committee shall be
present at the Annual General Meeting or may nominate
some other member to answer the shareholders’ queries.
The Chairman of the Company may be appointed as
member of the Committee.
The Board shall reconstitute the Committee as and when
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KAJARIA CERAMICS LIMITED
