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.