in the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared dividend)
and creditors.
p) Reviewing the Management discussion and analysis of
financial condition and results of Operations.
q) Valuation of undertakings or assets of the Company,
whenever it is necessary.
r) Approval of Appointment of CFO after assessing the
qualifications, experience and background etc. of the
candidate.
s) Reviewing the functioning of the Whistle Blower
mechanism.
t) Carrying out such other functions as mentioned in the
terms of reference to the Audit Committee.
The Composition of the Nomination and Remuneration
Committee is as per Section 178 of the Companies Act 2013
and Regulation 19 of Listing Regulations.
The Chairman of the Nomination and Remuneration Committee
was present in the last Annual General Meeting of the Company
held on 7th September 2015.
Terms of reference of the Committee, inter-alia, 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.
Nomination and Remuneration Committee
During the year 2015-16, the Committee met three (3) times i.e 29th April 2015, 20th October 2015 and 27th January 2016.The
Composition of the Committee and details of meetings attended by the directors are as follows :
Name of the Director
Category
Designation
No. of Meetings held during
his tenure and Attended
Mr. Debi Prasad Bagchi
Independent
Chairman
3
Mr. Ashok Kajaria
Executive
Member
3
Mr. Ram Ratan Bagri
Independent
Member
3
Mr. H. Rathnakar Hegde
Independent
Member
3
ANNUAL REPORT 2015-16
l
87
