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
2.2
2.3
2.4
2.5
2.6
This Policy shall be effective from the date of its adoption by the Board.
4.1
(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
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
6.2. Composition of the Committee
6.3. Chairman of the Committee
6.4. Frequency of the Meetings of the Committee
6.5. Committee Member’s Interest
6.6. quorum
6.7. Voting at the Meeting
7.1
7.2
7.3
7.4
7.5 Criteria for appointment of Independent Director:
7.6 Criteria for appointment of Managing Director / Executive Director:
7.7. Criteria for appointment of KMPs
7.8. Criteria for appointment of senior Management employees
7.9. Term / Tenure
7.10. Familiarization Programme for Independent Directors
7.11. Evaluation
7.12. Removal
7.13. Retirement
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