Nomination and Remuneration Policy
1. Introduction 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. Objective of the Policy 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. 3. Effective Date This Policy shall be effective from the date of its adoption by the Board. 4. Definitions 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 [...]