Nomination and Remuneration Committee

(i) Composition of Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of the following members as on March 31, 2020:

The Committee’s composition meets with the requirement of Section 178 of the Act and requirements of the Listing Regulations

The Company Secretary acts as a Secretary to the Committee.

(ii) Terms of Reference

In accordance with the provisions of the Act and the Listing Regulations, the Terms of Reference for the Nomination and Remuneration Committee of Directors are as under:

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board of Directors a policy relating to the remuneration of the Directors, Key Managerial Personnel and Senior Management

2. To specify the manner for effective evaluation of performance of Board, its Committee and individual Directors;

3. Devising a policy on diversity of Board of Directors;

4. Identifying persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down, and recommend to the Board their appointment and removal;

5. Whether to extend or continue the term of appointment of the Independent Directors, on the basis of the report of performance evaluation of Independent Directors;

6. To recommend to the Board, all remuneration, in whatever form, payable to Senior Management; and

7. Such other terms as may be required under the Act or the Listing Regulations

(iii) Meetings and Attendance thereat

Two (2) meetings of the Nomination and Remuneration Committee were held during the Financial Year 2019-20 on May 3, 2019 and February 3, 2020.

The attendance at the Nomination and Remuneration Committee meetings held during Financial Year 2019-20 was as under:

Shri Sudhir Mankad, Chairman of the Nomination and Remuneration Committee, was present at the previous Annual General Meeting of the Company held on June 28, 2019.

(iv) Performance evaluation criteria for Independent Directors

The criteria for performance evaluation of Independent Directors has been disclosed in the Directors’ Report.

(v) Remuneration Policy

The Company has adopted a Nomination and Remuneration Policy for Directors, Key Managerial Personnel and Senior Management and is annexed to the Directors’ Report. The said Policy is directed towards rewarding performance, based on review of achievements periodically and is in consonance with the existing industry practice. The key factors considered in formulating the Policy are as under:

1. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors to run the Company successfully;

   Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

   Remuneration to Directors, Key Managerial Personnel and Senior Management 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

The Company does not have any Employee Stock Option Scheme.