required to comply with the provisions of the Companies
Act, 2013, SEBI (LODR) Regulations 2015 and other
applicable statutory requirements.
6. ROLES AND POWERS OF THE NOMINATION
AND REMUNERATION COMMITTEE
Terms of reference of the Committee, interalia, include:
1. Identifying persons who are qualified to become
directors and who may be appointed in senior
management in accordance with the criteria laid
down, recommend to the Board their appointment
and removal and shall carry out evaluation of every
director’s performance.
2. Formulating the criteria for determining qualifications,
positive attributes and independence of a director
and recommend to the Board a policy, relating to
the remuneration for the directors, key managerial
personnel and other employees.
3. Formulating the Criteria for evaluation of Independent
Directors and the Board.
4. Ensuring that:
(a) 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;
(b) Relationship of remuneration to performance
is clear and meets appropriate performance
benchmarks;
(c) Remuneration to directors, key managerial
personnel and senior management (one level
below the functional heads) 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.
5. Devising a policy on Board Diversity
6. Formulating the detailed terms and conditions of the
ESOP schemes which shall include the provisions as
specified by Board in this regard.
7. Framing suitable policies and procedures of ESOP to
ensure that there is no violation of securities laws,
as amended from time to time, including Securities
and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015 and Securities and
Exchange Board of India (Prohibition of Fraudulent
and Unfair Trade Practices Relating to the Securities
Market) Regulations, 2003 by the Company and its
employees, as applicable
8. To approve the list of employees to whom the scheme
is to be granted.
9. To determine the procedure for winding up of the
scheme
7. POLICY FOR APPOINTMENT AND REMOVAL
OF DIRECTOR, KMP AND SENIOR
MANAGEMENT
Appointment criteria and qualifications:
1. The Committee shall identify and ascertain the integrity,
qualification, expertise and experience of the person for
appointment as Director, KMP or at Senior Management
level and recommend to the Board his / her appointment.
The Committee has discretion to decide whether
qualification, expertise and experience possessed by a
person is sufficient / satisfactory for the concerned position.
2. The Company shall not appoint or continue the
employment of any person as Managing Director / Whole
time Director who has attained the age of seventy years
provided that the term of the person holding this position
may be extended beyond the age of seventy years with the
approval of shareholders by passing a special resolution
based on the explanatory statement annexed to the notice
for such motion indicating the justification for extension of
appointment beyond seventy years.
Term / Tenure:
1. Managing Director/Whole-time Director:
The Company shall appoint or re-appoint any person as its
Executive Chairman, Managing Director, Joint Managing
Director or Executive Director for a term not exceeding five
years at a time. No re-appointment shall be made earlier
than one year before the expiry of term.
2. Independent Director:
i.) An Independent Director shall hold office for a term up
to five consecutive years on the Board of the Company
and will be eligible for re-appointment on passing of
a special resolution by the Company and disclosure of
ANNUAL REPORT 2015-16
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