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Policies : Nomination and Remuneration Policy

"IFB Industries Ltd ( IFB) has constituted a Nomination and Remuneration Committee ( committee) in its board meeting held on May 29, 2013 as per the terms and conditions provided in section 178 of the companies act 2013 and clause 49 of the listing agreement. As per the provisions, the company was required to frame a policy on nomination and remuneration of directors, Key Managerial Personnel (KMP), Senior Management and other employees of the company and the same has been formulated by the committee as under :

Functions of the Nomination and Remuneration Committee

The Nomination and Remuneration Committee shall, inter-alia, perform the following functions:

1. Identify persons who are qualified to become directors and employees who may be appointed in Key managerial position, senior management in accordance with the criteria laid down by the company , recommend to the board their appointment, remuneration and removal, including succession planning.

2. Ensure that the board comprises of a balanced combination of Executive Directors, Non-executive Directors and also the independent Directors, including Board diversity.

3. Devise framework to ensure that directors are inducted through suitable familiarization process alongwith criteria for evaluation of independent directors and the board.

4. Such other functions as may be decided in accordance with Companies Act, 2013 and the Listing Agreement, amended from time to time.

1. Applicability

The policy is applicable to :

a. Directors viz. Executive, Non-executive and Independent
b. Key Managerial Personnel
c. Senior Management Personnel
d. Other Employees of the company.

2. Policy for appointment and removal of Director, Key Managerial Personnel and Senior Management Personnel

a. Appointment

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 his / her appointment as per company's policy.

A person should possess adequate qualification, expertise and experience for the position he/ she is considered for appointment. The committee has the authority to decide whether qualification, expertise of a person is sufficient / satisfactory for the position.

A whole time KMP of the company shall not hold office in more than one company except its subsidiaries. However, he / she can be appointed as a director in any company, with the permission of the Board of Directors of the company.

b. Term/ Tenure

i) Managing Director/ Whole- time Director

The company shall appoint or reappoint any person as its Managing Director, Whole time Director as per the provision of the Companies Act, 2013. No re-appointment shall be made earlier than one year before the expiry of term.

ii) Independent Director

An independent director shall possess appropriate skills, experience and knowledge in one or more fields of finance, law, Management, sales, Marketing, Administration, Research, Corporate Governance, operations, Engineering or other disciplines related to the Company's business.

No Independent Director shall hold office for more than two consecutive terms of up to maximum of five years each, 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 and shall comply the provisions of section 149 read with Schedule IV of the Companies Act 2013 and rules made there under.

c. Evaluation

The committee shall carry out evaluation of performance of Directors, KMP and Senior Management Personnel Yearly or at such intervals as may be considered necessary.

Matter relating to the remuneration, perquisite for the whole-time / Executive / Managing Director

a. The remuneration/ compensation/ profit linked commission etc. to the whole time/ executive/ Managing Director will be recommended by the committee and approved by the board. The remuneration / compensation / profit linked commission etc shall be in accordance with the percentage / slabs/ conditions laid in the Companies Act, 2013 and shall subject to the prior/ post approval of the shareholders of the company and Central Government, whenever required.

b. If in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its whole-time director in accordance with the provisions of schedule-v of the Companies Act, 2013 and if it is not able to comply with such provisions, then with the previous approval of the central government.

Removal

The committee may recommend to the board with reasons recorded in writing removal of a director, KMP or one level below KMP subject to the provisions of the companies Act 2013 and all other applicable Acts, Rules and Regulations, if any.

Remuneration to Non-executive / Independent Directors

Sitting Fees

Sitting fees to Non-executive and Independent Directors of the company shall be paid as per applicable Regulations. The quantum of sitting fees will be determined as per the recommendation of Nomination and Remuneration committee and approved by the board of directors of the company.

Profit-linked Commission

If declared by the board, subject to approval of the shareholders.

Stock-options

An independent Director shall not be entitled to any Stock options of the company.
Remuneration to KMP, Senior Management Personnel and other employees

The KMPS, Senior Management Personnel and other employees of the Company shall be paid monthly remuneration as per Company's HR Policies and / or as may be approved by the committee.

If the remuneration of KMPs or any other officer is to be specifically approved by the committee and or by the board under any Regulation, then such approval will be accordingly procured.

The Company reserves its right to amend or modify this policy in whole or in part, at any time without assigning any reason whatsoever.
 
 
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