Nomination and Remuneration Policy
A transparent, fair and reasonable process for determining the appropriate remuneration at all levels of the Company is required to ensure that shareholders remain informed and confident in the management of the Company. To harmonize the aspirations of human resources consistent with the goals of the Company and in terms of the provisions of the Companies Act, 2013 and the rules made thereunder and the Listing Regulations as amended from time to time, this policy on nomination and remuneration of Directors on the Board of the Company, Key Managerial Personnel and other employees in the Senior Management is formulated in compliance with Section 178 of the Companies Act, 2013 read with the applicable rules thereto and of the Listing Regulations with the Stock Exchanges.
This Policy shall act as a guideline for determining, inter- alia, qualifications, positive attributes and independence of a Director, appointment and removal of the Directors, Key Managerial Personnel and Senior Management employees and matters relating to the remuneration for the Directors, Key Managerial Personnel and other employees.
Pursuant to the requirement of Section 178 of the Companies Act, 2013 and the Listing Regulations with the Stock Exchanges, the Company has a duly constituted Nomination and Remuneration Committee.
2.1
The objective of this Policy is to outline a framework to ensure that the Company’s remuneration levels are aligned with best industry practices and are good enough to attract and retain competent Directors on the Board, Key Managerial Personnel and the Senior Management Personnel of the quality required. The key objectives of this Policy include
(i) guiding the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management employees.
(ii) evaluating the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board.
(iii) recommending to the Board the remuneration payable to the Directors and setting forth a policy for determining remuneration payable to Key Managerial Personnel and Senior Management employees.
2.2
While determining the remuneration for the Directors, Key Managerial Personnel and Senior Management employees, regard should be given to prevailing market conditions, business performance and practices in comparable companies, also to financial and commercial health of the Company as well as prevailing laws and government/other guidelines, to ensure that pay structures are appropriately aligned and the levels of remuneration remain appropriate.
2.3
While designing the remuneration package it should be ensured:
(i) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate person, to ensure the quality required to run the Company successfully.
(ii) Remuneration to Directors, Key Managerial Personnel and Senior Management employees 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.
2.4
Some part of the remuneration package may be linked to the achievement of corporate performance targets of the Company and a strong alignment of interest with stakeholders.
2.5
The Committee shall observe the set of principles and objectives as envisaged under the Companies Act, 2013 (“Act”) (including Section 178 thereof), rules framed there under and the Listing Regulations including, inter-alia, principles pertaining to determining qualifications, positives attributes, integrity and independence.
2.6
In this context, the following Policy has been formulated by the Nomination and Remuneration Committee and recommended to the Board of Directors for adoption.
This Policy shall be effective from the date of its adoption by the Board.
4.1
In this Policy the following terms shall have the meaning assigned to them:
(i) “Act” means The Companies Act, 2013 and rules made thereunder.
(ii) “Board of Directors” or “Board” means the Board of Directors of the Company.
(ii) “Board of Directors” or “Board” means the Board of Directors of the Company.
(iii) “Committee” means Nomination and Remuneration Committee of Board of Directors of the Company, constituted in accordance with the provisions of Section 178 of the Act and the Listing Regulations.
(iv) “Company” means “Deepak Nitrite Limited.”
(v) “Director” shall mean a member of the Board of Directors of the Company appointed from time to time in accordance with the Articles of Association of the Company and provisions of the Act.
(vi) “Employees’ stock Option” means the option given to the Directors, other than Independent Directors, officers or employees of a Company or of its holding company or subsidiary company or companies, if any, which gives such directors, officers or employees, the benefit or right to purchase, or to subscribe for, the shares of the company at a future date at a pre- determined price.
(vii) “Executive Director” shall mean a Director who is in the whole-time employment of the Company other than Managing Director.
(viii) “Financial year” shall mean the period ending on the 31st day of March every year.
(ix) “Independent Director” shall mean a Director referred to in Section 149 (6) of the Act read with the Listing Regulations.
(x) “Key Managerial Personnel” or “KMP” shall have the meaning ascribed to it in the Act.
(xi) “Listing Regulations” shall mean Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time and for the time being in force.
(xii) “Managing Director” means a Director who, by virtue of the Articles of Association of the Company or an agreement with the Company or a resolution passed in its general meeting, or by its Board of Directors, is entrusted with substantial powers of management of the affairs of the Company and includes a Director occupying the position of Managing Director, by whatever name called.
(xiii) “Policy” or “this Policy” means, “Nomination and Remuneration Policy.”
(xiv) “Remuneration” means any money or its equivalent given or passed to any person for services rendered by him and includes perquisites as defined under the Income-tax Act, 1961.
(xv) “senior Management” means officers/personnel of the Company who are members of its core management team excluding Board of Directors and shall comprise all members of management one level below Chief Executive Officer / Managing Director / Whole-time Director including Chief Executive Officer and shall specifically include Chief Financial Officer and Company Secretary.
(i) “Act” means The Companies Act, 2013 and rules made thereunder.
(ii) “Board of Directors” or “Board” means the Board of Directors of the Company.
(ii) “Board of Directors” or “Board” means the Board of Directors of the Company.
(iii) “Committee” means Nomination and Remuneration Committee of Board of Directors of the Company, constituted in accordance with the provisions of Section 178 of the Act and the Listing Regulations.
(iv) “Company” means “Deepak Nitrite Limited.”
(v) “Director” shall mean a member of the Board of Directors of the Company appointed from time to time in accordance with the Articles of Association of the Company and provisions of the Act.
(vi) “Employees’ stock Option” means the option given to the Directors, other than Independent Directors, officers or employees of a Company or of its holding company or subsidiary company or companies, if any, which gives such directors, officers or employees, the benefit or right to purchase, or to subscribe for, the shares of the company at a future date at a pre- determined price.
(vii) “Executive Director” shall mean a Director who is in the whole-time employment of the Company other than Managing Director.
(viii) “Financial year” shall mean the period ending on the 31st day of March every year.
(ix) “Independent Director” shall mean a Director referred to in Section 149 (6) of the Act read with the Listing Regulations.
(x) “Key Managerial Personnel” or “KMP” shall have the meaning ascribed to it in the Act.
(xi) “Listing Regulations” shall mean Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time and for the time being in force.
(xii) “Managing Director” means a Director who, by virtue of the Articles of Association of the Company or an agreement with the Company or a resolution passed in its general meeting, or by its Board of Directors, is entrusted with substantial powers of management of the affairs of the Company and includes a Director occupying the position of Managing Director, by whatever name called.
(xiii) “Policy” or “this Policy” means, “Nomination and Remuneration Policy.”
(xiv) “Remuneration” means any money or its equivalent given or passed to any person for services rendered by him and includes perquisites as defined under the Income-tax Act, 1961.
(xv) “senior Management” means officers/personnel of the Company who are members of its core management team excluding Board of Directors and shall comprise all members of management one level below Chief Executive Officer / Managing Director / Whole-time Director including Chief Executive Officer and shall specifically include Chief Financial Officer and Company Secretary.
4.2
Unless the context otherwise requires, words and expressions used in this Policy and not defined herein but defined in the Companies Act, 2013 and/or Listing Regulations as may be amended from time to time shall have the meaning respectively assigned to them therein.
This Policy is applicable to:
(i) Directors (Managing Director, Executive Director, Independent Director and Non-
Independent Director)
(ii) Key Managerial Personnel
(iii) Senior Management employees
(iv) Other Employees
6.1 Role of the Committee
(a) Identifying persons who are qualified to become Director and who may be appointed in Senior Management cadre 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.
(b) 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 Senior Management employees.
(c) Formulating the criteria for evaluation of Independent Directors and the Board.
(d) Devising a policy on Board diversity.
(e) Ensuring that the Board comprises of a balanced combination of Executive Directors and Non-Executive Directors.
(f) The Committee shall take into consideration and ensure the compliance of provisions under Schedule V of the Companies Act, 2013 for appointing and fixing remuneration of Managing Directors / Executive Directors.
(g) While approving the remuneration, the Committee shall take into account financial position of the Company, trend in the industry, qualification, experience and past performance of the appointee.
(h) any other role as may be specified by the Board
6.2. Composition of the Committee
(a) The Committee shall comprise of at least three (3) Directors, all of whom shall be non-executive Directors and at least half shall be Independent Directors.
(b) The Board shall reconstitute the Committee as and when required to comply with the provisions of the Act and/or the Listing Regulations.
(c) Membership of the Committee shall be disclosed in the Annual Report.
(d) Term of the Committee shall continue unless terminated by the Board of Directors.
6.3. Chairman of the Committee
(a) Chairman of the Committee shall be an Independent Director.
(b) Chairman of the Company (whether Executive or non- Executive) may be appointed as a member of the Committee but shall not Chair the Committee.
(c) In the absence of the Chairman, the members of the Committee present at the meeting shall choose one amongst them to act as Chairman.
(d) Chairman of the Committee shall be present at the Annual General Meeting or may nominate some other member to answer the shareholders’ queries.
6.4. Frequency of the Meetings of the Committee
The meeting of the Committee shall be held at such intervals as may be required.
6.5. Committee Member’s Interest
(a) A member of the Committee is not entitled to be present when his or her own remuneration is discussed at a meeting or when his or her performance is being evaluated.
(b) The Committee may invite such executives, as it considers appropriate, to be present at the meetings of the Committee.
6.6. quorum
The quorum necessary for transacting business at a meeting of the Committee shall be two (2) members or one-third of the members of the Committee, whichever is greater.
6.7. Voting at the Meeting
(a) Matters arising for determination at Committee meetings shall be decided by a majority of votes of members present. Any such decision shall for all purposes be deemed a decision of the Committee.
(b) In the case of equality of votes, the Chairman of the meeting will have a casting vote.
7.1
The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as a Director, KMP and Senior Management employee.
7.2
A person should possess adequate qualifications, expertise and experience for the position he/ she is considered for appointment as a Director, Key Managerial Personal or Senior Management employee.
7.3
The Company shall not appoint or continue the employment of any person as Managing Director / Executive 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 such appointment
7.4
The appointment as recommended by the Committee to the Board shall be subject to the approval of the Board.
7.5 Criteria for appointment of Independent Director:
7.5.1. The proposed appointee shall comply with the criteria specified in the relevant provisions of the Act and/or the Listing Regulations. He or she shall not, directly or indirectly, represent the interest of any specific vendor or customer or stakeholder and shall have business reputation and strong ethical standards and possess leadership skills and business experience including board procedures.
7.5.2. The Independent Director shall fulfill the qualification and requirements specified under the Act and Listing Regulations.
7.5.3. He or she shall also declare his or her independent status prior to their appointment to the Board and maintain the same during his or her tenure as an Independent Director. Being a Director of the Company, he or she shall adhere to the Code of Conduct stipulated for the Director.
7.6 Criteria for appointment of Managing Director / Executive Director:
7.6.1. The Company can have more than one Managing Director or Executive Director.
7.6.2. The appointee(s) shall have good educational background, preferably with specialization in the field. He shall have exemplary skills and leadership qualities to lead the Company or as the case may be the function assigned to him.
7.6.3. Depending on the role and responsibility, he shall have hands on experience in the relevant filed. For example as ED (Operations) is expected to have adequate knowledge and experience about the plant operations and related issues. The suitability of the candidate shall be determined on a case to case basis by the Committee. Being a Director of the Company, Managing Director / Executive Director shall adhere to the Code of Conduct stipulated for the Director.
7.6.4. He shall fulfill the conditions as specified under Part I of Schedule V of the Act. However, in case the conditions specified under Part I of Schedule V of the Act is not fulfilled, such appointments shall be subject to the approval of the Central Government.
7.7. Criteria for appointment of KMPs
7.7.1. Pursuant to the requirement of Section 203 of the Act, the Company is required to appoint a Managing Director / Manager / Chief Executive Officer and in their absence an Executive Director as Whole Time KMP.
7.7.2. The Company may also appoint a Chief Executive Officer (CEO) who may or may not be a Director. The qualification, experience and stature of the CEO could be in line with that of the Executive Director. Where the CEO is designated as KMP, he shall act subject to the superintendence and control of the Board.
7.7.3. The Company is also required to appoint a Chief Financial Officer (CFO) as KMP as per the requirement of the Act. The CFO shall preferably be a Chartered Accountant or a Cost & Management Accountant or holds an equivalent qualification and have relevant work experience. He shall be well versed with finance
function including but not limited to funding, taxation, forex and other core matters. As required under the Listing Regulations, the appointment of CFO shall be subject to approval of the Audit Committee.
7.7.4. As required under the said Section of the Act, a Company Secretary (CS) is also required to be appointed by the Company as a KMP. The CS shall have the prescribed qualification and requisite experience to discharge the duties specified in law and as may be assigned by the Board / Managing Director / Executive Director from time to time.
7.7.5. KMPs, other than Managing Director and/or Executive Director shall adhere to the Code of Conduct stipulated for the Senior Management.
7.8. Criteria for appointment of senior Management employees
7.8.1. Senior Management employees shall possess the requisite qualifications, expertise and experience depending upon the requirement of the relevant position.
7.8.2. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person are sufficient / satisfactory for the concerned position.
7.8.3. Senior Management employees shall adhere to the Code of Conduct stipulated for the Senior Management.
7.9. Term / Tenure
7.9.1. Managing Director and Executive Director
The Company shall appoint or re-appoint any person as its Managing Director / 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 the term.
7.9.2. Independent Director
(a) 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 such appointment in the Board’s report.
(b) No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.
(c) The Independent Director shall comply with the requirement of number of directorships he or she can hold as prescribed under the provisions of the Act or the Listing Regulations including any amendment thereto from time to time.
7.10. Familiarization Programme for Independent Directors
The Company shall familiarize the Independent Directors with the Company, their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company, etc., through various programmes.
7.11. Evaluation
7.11.1.Subject to Schedule IV of the Companies Act, 2013 and Listing Regulations, the Committee shall carry out the evaluation of Directors periodically.
7.11.2.The performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated.
7.11.3.The Independent Directors at their separate meeting shall review, on yearly basis, the performance of Non- Independent Directors and the Board as a whole.
7.11.4.The Independent Directors at their separate meeting shall also review, on yearly basis, the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors.
7.11.5. The entire process of the Performance Evaluation shall be kept in strict confidence and shall not be disclosed to any person except to those required to perform their duties under the Act.
7.11.6.All the records of Performance Evaluation process and outcome shall be maintained by the Company Secretary of the Company and shall be kept at the Registered Office of the Company. Such records shall be preserved till such time as may be decided by the Board from time to time or as required under the Act.
7.12. Removal
Due to reasons for any disqualification mentioned in the Act, rules made thereunder or under any other applicable laws, rules and regulations, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director,
KMP and Senior Management employees subject to the provisions and compliance of the applicable laws, rules and regulations.
7.13. Retirement
The Director, KMP and Senior Management employees shall retire as per the applicable provisions of the Act and/or the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management employees in the same position / remuneration or otherwise even after attaining the retirement age, in the interest and for the benefit of the Company, in accordance with the provisions of the Act and approval of members, wherever required.
NOMINATION AND REMUNERATION POLICY
NOMINATION AND REMUNERATION POLICY
Your Company has adopted a Nomination and Remuneration Policy for the Directors, Key Managerial Personnel and other employees pursuant to the requirement of Section 178 of the Act and the Listing Regulations. The Nomination and Remuneration Policy of your Company is annexed as Annexure - D and is also available on the Company’s website on www.godeepak.com
