Lords Chloro Alkali Ltd
Directors Reports
TO THE MEMBERS,
Your Directors are pleased to present the 40th Annual Report together with
the Audited Financial Statements of the Company for the Financial Year ended on 31st
March, 2019.
1. FINANCIAL PERFORMANCE
(Rs. in Lakhs
| particulars |
For the year ended on 31st March, 2019 |
For the year ended on 31st March, 2018 |
| Sales (Net of excise duty) |
25,113.56 |
16,594.74 |
| Other Income |
49.70 |
49.95 |
| Operating Profit / (Loss) before Interest and Depreciation |
4,238.42 |
2,096.86 |
| Interest/ Finance Cost |
358.86 |
226.10 |
| Depreciation |
507.80 |
409.56 |
| Exceptional Items - (Gain)/ Loss |
- |
- |
| Profit/(loss) before tax |
3,371.76 |
1,461.20 |
| Tax expense |
(1,072.84) |
(613.95) |
| Net Profit / (Loss) |
2,298.92 |
847.25 |
| Other Comprehensive Income (Net of Tax) |
2.47 |
(31.58) |
| Total Comprehensive Income |
2,301.39 |
815.67 |
During the year, the Company has achieved the revenue of Rs. 25,113.56 lakhs with the
increase of 51.33% as compared to previous year. Profit after tax is Rs. 2,298.92 lakhs
with increase of 171.34% as compared to previous year.
2. performance and state of company affairs
Your Company has increased its production capacity to 220 TPD. During this year
remaining two electrolysers of old forced circulation technology are also replaced by
latest technology available in the marked called NCZ from AKCC, Japan. This has made the
entire operations more reliable, energy efficient and has made your Company to be stay
competent in the market. Now all the electrolysers are based on new technology.
Company has a plan to increase the Caustic soda capacity to 300 TPD in near future.
Further your Company is also working on few new products for captive
consumption of Chlorine for which environment clearance has already been taken.
Also, Company has accredited with ISO 9001: 2015 for quality management system, ISO
14001: 2015 for environmental management system and ISO 45001: 2018 for occupational
health and safety.
3. MARKETING
There was adequate demand of caustic soda within India in year 201819. Imports of
Caustic Soda decreased by 48% (approx) in comparison to 2017-18. Enforcement of BIS
standards for Caustic Soda also played major role towards decrease in imports quantities,
this resulted in better capacity utilization of manufacturing capacities in India.
CIF Prices of Caustic Soda Lye remained in the range of $ 485 (approx) which supported
the price of Caustic Soda and chlorine in India. Higher annual turnover and profitability
shows that available production capacity of company was utilized at optimum level.
Economic conditions in India are showing growth around 6% (approx) year on year basis.
Stable political environment and business opportunities prevailing in India may result in
economy to grow even faster in years to come.
4 FUTURE OUTLOOK
Products of company are linked with growth of economy which is expected to remain high
with the vision of Government Infrastructure growth and make in India initiatives of
Government will strengthen the demand for basic chemicals like Caustic Soda and chlorine
in India. However the planned manufacturing capacity expansions in India and chances of
higher import quantities may have impact on the prices of Caustic Soda prices.
Company is working on the possibilities of adding to the product line with chlorine
derivatives like Aluminium chloride, Chlorinated paraffines etc. which will add value. In
house consumption of chlorine will help Company in further expansion of caustic
manufacturing facilities which are planned in 2020-21.
5. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of the Section 152 of Companies Act, 2013 read with the
Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of
Association of Company, Shri Rakesh Ahuja, Non-Executive Director, is liable to retire by
rotation at the ensuing Annual General Meeting (AGM) and being eligible has offered
himself for re-appointment. Appropriate resolution for his re-appointment is being placed
for your approval at the ensuing Annual General Meeting. The brief resume of Director and
other related information has been detailed in the notice convening the 40th
AGM
of your Company. Your Directors recommend his re-appointment as a NonExecutive Director
of the Company.
During the year under review, Board of Directors, on the recommendation of the
Nomination & Remuneration Committee, had approved in their meeting held on 1st
November, 2018 the appointment of Ms. Meenakshi Sharma as an Additional Director in
capacity of Independent Director of the Company to hold office till the ensuing Annual
General Meeting.
The present term of Shri Madhav Dhir, Whole Time Director of the Company shall expire
w.e.f. 31st May, 2019 and on the recommendation of the Nomination &
Remuneration Committee of the Board in its meeting held on 29th May, 2019
subject to the approval of Members by Ordinary Resolution at the ensuing Annual General
Meeting, had re-appointed him as Whole Time Director of the Company for a term of 5 (five)
years w.e.f. 1st June, 2019.
During the year under review, Shri Dipendra Chaudhary, Company Secretary of the Company
had tendered his resignation from w.e.f. 28th February, 2019.
The Company has received the declaration from all Independent Directors of the Company
confirming that they meet the criteria of Independence as prescribed under the Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company in their
meeting held on 11th February, 2019 had carried out the annual evaluation of
its own performance, the Individual Directors (Including the Independent and Non
Independent Directors) as well as of its committees. The structured questionnaires were
circulated to all the Directors, requesting them to fill and return the duly filled
questionnaires to the Company giving their views for evaluation of the self & the
peers. The feedback received from the Directors had been compiled and the outcome has been
summarized.
The Independent Directors of the Company in their separate meeting held on 11th
February, 2019 reviewed the performance of the Non-Independent Directors and the Board as
a whole. They also reviewed the performance of the Chairperson of the Company.
The Policy on performance evaluation of Independent Directors, Board of Directors,
Committees and other individual Directors covered the role, rights, responsibilities of
Independent Director and related matters are put up on the website of the Company at www.lordschloro.com.
The details of programmes for familiarization of Independent Directors with the
Company, their roles, rights, responsibilities in the Company, nature of the industry in
which the Company operates, business model of the Company
and related matters are put up on the website of the Company at the link www.
lordschloro.com.
The following policies of the Company are attached herewith marked as Annexure A and
B.
a) Policy for selection of Directors and determining Directors independence; and
b) Remuneration Policy for Directors, Key Managerial Personnel and other employees.
6. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS U/S 186
During the year, the loans are given as per the provisions of Companies Act, 2013 and
no investment made, guarantees given or securities provided by the Company.
7. material CHANGES AND commitments, if ANY:
There were no material changes and commitments have been occurred between the end of
the financial year of the Company to which the financial statements relate and date of
signing of board report affecting the financial position of the company.
8. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE
The Company has not received any significant/material orders from the statutory
regulatory bodies/courts/tribunals which affect the operations/status of the Company.
9. COST RECORDS
The Cost accounts and records as required to be maintained under Section 148 (1) of Act
are duly made and maintained by the Company.
10. STATUTORY AUDITORS
At the 37th AGM of your Company, the members had approved the appointment of
M/s Gupta Vigg & Co., Chartered Accountants as Statutory Auditors of the Company, to
hold office till the conclusion of 42nd AGM subject to ratification by the
Members at every Annual General Meeting.
However, pursuant to the amendment in Section 139 of the Companies Act, 2013,
requirement of the ratification of the appointment of Statutory Auditors at every Annual
General Meeting has been omitted and accordingly the proposal for the ratification of the
M/s Gupta Vigg & Co., Chartered Accountants as Statutory Auditors has not been
considered.
11. COST AUDITORS
The provisions of section 148 of the Companies Act, 2013, read with Rules 4 & 5 of
the Companies (Cost Audit and Record) Rules, 2014, for maintenance of Cost Records, Cost
Audit are applicable to the Company for the financial year 2019-20.
The Board of Directors of your Company at its meeting held on 29th May,
2019, has on the recommendation of Audit Committee, had approved the appointment of M/s
Goyal, Goyal & Associates, Cost Accountant as Cost Auditor of your Company to conduct
the audit of cost records for the Financial Year 2019-20. The remuneration proposed to be
paid to the Cost Auditor subject to your ratification at the 40th AGM will be
Rs. 50,000/- (Rupees Fifty Thousand) for the Financial Year 2019-20.
12. SECRETARIAL AUDITOR
Pursuant to the provisions of section 204 of the Companies Act, 2013 and rules made
thereunder, the Board of Directors of the Company had appointed Shri Sanjeev Pandey,
Partner of M/s SSPK & Co., Practicing Company Secretary, as Secretarial Auditors to
conduct Secretarial Audit of the Company for the financial year 2018-19. The Secretarial
Audit Report for the financial year ended 31st March, 2019 is annexed herewith
as Annexure C to this Report.
13. AUDITORS’ OBSERVATIONS
In reference to the Comments mentioned in the Statutory Auditors Report and Secretarial
Audit Report for the year 2018-19, we wish to submit the following:
Company has not received all the records from old management. We are in the process of
reconciliation the records. We shall deposit the whole amount in the Investor Education
and Protection Fund (IEPF) as soon as records are reconciled.
During the year under review, no fraud was reported by the statutory auditor of the
Company under section 143(12) of the Companies Act, 2013.
14. SAFETY, ENVIRONMENT PROTECTION & POLLUTION CONTROL
Your Company is continuously making endeavors to have safe operations by training and
conducting various safety audits/ mock drills.
We have started the work on implementing a water harvesting system to stop wastage of
rain water and for improving the ground water level. Work is in advance stage. This is in
line with the company's policy to safeguard the environment in and outside the factory.
To work in more organized way, Company has taken ISO 9001: 2015 for quality management
system, ISO 14001: 2015 for environmental management system and ISO 45001: 2018 for
occupational health and safety from world famous TUV NORD.
15. DIVIDEND AND TRANSFER TO RESERVE
During the year, the Company has earned a profit of Rs. 2,301.39 Lakhs, however keeping
in view the future needs, expansion plans and other fund requirements, your Board of
Directors did not recommend any dividend for the financial year 2018-19 and Rs. 2,301.39
Lakhs has been transferred to General Reserve.
16. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGOING.
In compliance with provisions of clause (m) of sub-section (3) of Section 134 of the
Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 the statements giving
the required information relating to energy conservation, technology absorption, foreign
exchange earnings and outgoings is annexed herewith as Annexure D.
17. CONTRACTS AND ARRANGEMENTS WITH RELATED pARTIES
All contracts / arrangements / transactions entered by the Company during the financial
year with related parties were in the ordinary course of business and on an arm's length
basis.
The particulars of contracts or arrangements with related parties referred to in
Section 188(1) of the Companies Act 2013 read with rule 8(2) of the Companies (Accounts)
Rules, 2014 in the prescribed Form AOC - 2 is annexed as Annexure E to this Report.
The Policy on materiality of related party transactions and dealing with related party
transactions as approved by the Board may be accessed on the Company's website at www.lordschloro.com.
18. particulars OF employees & RELATED DISCLOSURES
The information required under Section 197 of the Act read with rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given
below:
a) The ratio of the remuneration of each Director to the median remuneration of the
employees of the Company for the financial year:
| Name of the Directors |
Ratio to median remuneration |
Remuneration (Rs. in Lakhs) |
| Shri Rakesh Ahuja |
- |
- |
| Shri Madhav Dhir |
10.96 |
35.07 |
| Shri Yuvraj Ahuja |
- |
- |
| Shri Ajay Virmani |
65.96 |
211.11 |
| Shri Pawan Kumar Nayar |
- |
- |
| Shri Sandeep Chaudhari |
- |
- |
| Shri Chandra Shaker Pathak |
- |
- |
| Shri Rajbir Singh Makhni |
- |
- |
| Smt. Poonam Rawat |
- |
- |
| Shri Shiv Dutt Sharma* |
- |
- |
| Ms. Meenakshi Sharma** |
- |
- |
| Shri Deepak Mathur |
10.28 |
32.90 |
*Shri Shiv Dutt Sharma ceased to be Director of the Company w.e.f. 1st
November, 2018.
** Ms. Meenakshi Sharma has been inducted on the Board of the Company in the capacity
of Independent Director w.e.f. 1st November, 2018.
(b) The percentage increase in remuneration of each Director, Chief Financial Officer,
Company Secretary in the financial year:
| Name |
% increase |
| Shri Ajay Virmani |
245.31 |
| Shri Madhav dhir |
45.70 |
| Shri Deepak Mathur |
13.26 |
| Shri Rajiv Kumar (Chief Financial Officer) |
21.16 |
| Shri Dipendra Chaudhary* (Company Secretary) |
- |
*Shri Dipendra Chaudhary has joined the Company w.e.f. 27th February, 2018
and tendered his resignation w.e.f. 28th February, 2019, hence increase in
percentage with previous year is not possible.
c) The percentage increase in the median remuneration of employees in the financial
year:
The percentage increase in the median remuneration of employees in the financial year
was 17.19%.
(d) the number of permanent employees on the rolls of Company;
The number of permanent employees on the rolls of the Company at the end of financial
year were 187.
(e) average percentile increase already made in the salaries of employees other than
the managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration:
Average percentile increase in the salaries of employees other than the managerial
personnel is 14.45%. Average percentile increase in the salaries of managerial personnel
is 122.37%.
(f) Affirmation that the remuneration is as per the remuneration policy of the Company:
The Company affirms that the remuneration is as per the remuneration policy of the
Company.
Pursuant to the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no
employee except Managing Director, who is employed throughout the financial year, was in
receipt of remuneration of Rs. 1.02 crores (one crore and two lakh) or more per annum and
no employee who is employed for a part of the financial year, was in receipt of
remuneration Rs. 8.5 lakhs (eight lakhs fifty thousand) or more per month. Any member
interested in obtaining the information of top-10 employee of the Company may write to the
Company Secretary at the registered office or the corporate office of the Company.
19. ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure F to
this Report and also available on the website of the Company.
20. public deposits
During the year under review, your Company has not accepted any deposit within the
meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or
re-enactment(s) for the time being in force).
21. CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 34 read with Schedule V of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance and a
Certificate from the Practicing Company Secretary confirming the compliance with
conditions of corporate governance are appended herewith.
Further as per the above mentioned regulation and Schedule, the Report on Management
Discussion & Analysis is also annexed herewith to this Report.
A certificate from Managing Director and Chief Financial Officer of the Company in
terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, inter-alia,
confirming the correctness of financial statements and cash flow statements, adequacy of
internal control measures and reporting of matters was placed before the Audit Committee
and Board.
22. RISK MANAGEMENT
The Company has constituted a Risk Management Committee which ensures that the Company
has an appropriate and effective Enterprise Risk Management system with appropriate
policies and processes which carries out risk assessment and ensures that risk mitigation
plans are in place by validating the same at regular intervals.
Brief details about the Risk Management are provided in the Corporate Governance
Report.
23. CORPORATE SOCIAL RESPONSIBILITY
In accordance with the provision of Section 135 of the Companies Act, 2013 read with
rules made thereunder, Company has constituted Corporate Social Responsibility Committee,
which framed a Board approved CSR Policy for the Company, same is available on Company's
website www.lordschloro.com.
An annual report of CSR activity has been disclosed with this report as Annexure G.
24. MEETINGS OF THE BOARD
Four meetings of the Board of Directors were held during the year. For further details,
please refer section of Report on Corporate Governance of this Annual Report.
25. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company established a vigil mechanism for directors and employees to report
concerns about unethical behavior, actual or suspected fraud or violation of the Company's
Code of Conduct or ethics policy.
This mechanism provides adequate safeguards against victimization of director(s) /
employee(s) and also provide for direct access to the Chairman of the Audit Committee in
exceptional cases.
The details of establishment of such mechanism disclosed at the website of the company www.lordschloro.com.
26. DETAILS ON INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS
Your Company has put in place adequate internal financial controls with reference to
the financial statements, some of which are outlined below.
Your Company has adopted accounting policies which are in line with the Accounting
Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to
apply under Section 133 and other applicable provisions, if any, of the Companies Act,
2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 to the extent applicable.
These are in accordance with generally accepted accounting principles in India.
The Management periodically reviews the financial performance of your Company against
the approved plans across various parameters and takes necessary action, wherever
necessary.
27. GENERAL
Your Directors state that during the year under review, there was no case reported
pursuant to the Sexual Harassment of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013.
28. DIRECTORS’ RESPONSIBILITY STATEMENT
Your Directors state that:
a) in the preparation of the annual accounts for the year ended on 31st
March, 2019, the applicable accounting standards read with requirements set out under
Schedule III to the Act, have been followed and there are no material departures from the
same;
b) the Directors have selected such accounting policies and applied them consistently
and made judgements and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at the financial year ended on 31st
March, 2019 and of the profit of the Company for the year ended on that date;
c) the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a ‘going concern' basis;
e) the Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating.
29. ACKNOWLEDGEMENT
Your Directors wish to convey their deep appreciation to all the Company's
employees/workers for their dedication and hard work as well as their collective
contribution to the Company's performance.
The Directors would also like to thanks to the Members, Customers, Dealers, Suppliers,
Bankers, Financial Institutions, Government Authorities and all other business associates
for continued support given by them to the Company and their confidence in its management.
For and on behalf of the Board of Directors Lords Chloro Alkali Limited
| place : New Delhi |
Yuvraj Ahuja |
Madhav Dhir |
Ajay Virmani |
| Date : 29th May, 2019 |
Director |
Whole Time |
Managing |
|
|
Director |
Director |
|
DIN:00164675 |
DiN:07227587 |
DiN:00758726 |
|
Anish Kumar |
Rajiv Kumar |
|
|
Company Secretary |
Chief Financial Officer |
|
ANNEXUREA
POLICY FOR THE SELECTION AND APPOINTMENT OF DIRECTORS TO THE BOARD
Policy
The Company's primary concern in relation to the composition of the Board is to have a
well-balanced group with a variety of backgrounds, skills and experience. The priority in
the nomination of a proposed board member is to identify their respective skills that will
add value to the company and which may not exist in the present composition of board
members.
procedure
Any Board member may recommend a candidate for a Board position to the Nomination and
Remuneration Committee which shall be responsible for identifying whether the nominee
meets the criteria, is suitable and whether a position exists.
If considered acceptable by the Nomination and Remuneration Committee the candidate is
introduced to the other directors and a vote taken at a Board meeting as to the
appointment of the candidate to the Board.
In terms of the Constitution, a person appointed as a director by the Board, retires at
the next Annual General Meeting and is eligible for election as a director by the Members.
Criteria
Appointment of Board members is to be considered keeping in mind a broad range of
criteria interalia including but not be limited to qualifications, skills, industry
experience, background, integrity and other qualities required to successfully fulfill
his/her responsibilities and obligations as the member of the Board.
Criteria for Independent Director
1. For the purpose of this clause, the expression ‘independent director' shall
mean a non-executive director, other than a nominee director of the company:
a. who, in the opinion of the Board, is a person of integrity and possesses relevant
expertise and experience;
b. (i) who is or was not a promoter of the company or its holding, subsidiary or
associate company or member of the promoter group of the listed entity;
(ii) who is not related to promoters or directors in the company, its holding,
subsidiary or associate company;
c. apart from receiving director's remuneration, has or had no material pecuniary
relationship with the company, its holding, subsidiary or associate company, or their
promoters, or directors, during the two immediately preceding financial years or during
the current financial year;
d. none of whose relatives has or had pecuniary relationship or transaction with the
company, its holding, subsidiary or associate company, or their promoters, or directors,
amounting to two percent or more of its gross turnover or total income or fifty lakh
rupees or such higher amount as may be prescribed, whichever is lower, during the two
immediately preceding financial years or during the current financial year;
e. who, neither himself nor any of his relatives —
(i) holds or has held the position of a key managerial personnel or is or has been
employee of the company or its holding, subsidiary or associate company in any of the
three financial years immediately preceding the financial year in which he is proposed to
be appointed;
(ii) is or has been an employee or proprietor or a partner, in any of the three
financial years immediately preceding the financial year in which he is proposed to be
appointed, of—
(A) a firm of auditors or company secretaries in practice or cost auditors of the
company or its holding, subsidiary or associate company; or
(B) any legal or a consulting firm that has or had any transaction with the company,
its holding, subsidiary or associate company amounting to ten percent or more of the gross
turnover of such firm;
(iii) holds together with his relatives two percent or more of the total voting power
of the company; or
(iv) is a Chief Executive or director, by whatever name called, of any nonprofit
organization that receives twenty-five percent or more of its receipts from the company,
any of its promoters, directors or its holding, subsidiary or associate company or that
holds two percent or more of the total voting power of the company;
(v) is a material supplier, service provider or customer or a lessor or lessee of the
company;
f. who is less than 21 years of age.
g. who is not a non-independent director of another company on the board of which any
non- independent director of the Company is an independent director.
Other directorships / committee memberships
The Board members are expected to have adequate time and expertise and experience to
contribute to effective Board performance.
The Nomination and Remuneration Committee shall take into account the nature of and the
time involved in a Director's service on other Boards, in evaluating the suitability of
the individual Director and making its recommendations to the Board.
A Director shall not serve as Director in more than 20 companies of which not more than
10 shall be Public Limited Companies. A Director shall not serve as an Independent
Director in more than 7 Listed Companies and not more than 3 Listed Companies in case he
is serving as a Whole-time Director in any Listed Company.
A Director shall not be a member in more than 10 Committees or act as Chairman of more
than 5 Committees across all companies in which he holds directorships. For the purpose of
considering the limit of the Committees, Audit Committee and Stakeholders' Relationship
Committee of all Public Limited Companies, whether listed or not, shall be included and
all other companies including Private Limited Companies, Foreign Companies and Companies
under Section 8 of the Companies Act, 2013 shall be excluded.
ANNEXUREB
Nomination and Remuneration Policy
This Nomination and Remuneration Policy applies to the Board of Directors (the
"Board"), Key Managerial Personnel (the "KMP") and the Senior
Management Personnel of Lords Chloro Alkali Limited (the "Company").
"Key Managerial Personnel" (KMP) means -
key managerial personnel", in relation to a company, means—
(i) the Chief Executive Officer or the Managing Director or the Manager;
(ii) the Company Secretary;
(iii) the Whole-Time Director;
(iv) the Chief Financial Officer;
(v) such other officer, not more than one level below the directors who is in
whole-time employment, designated as key managerial personnel by the Board; and
(vi) such other officer as may be prescribed.
The term "Senior Management" means all personnel of the Company who are
members of its core management team excluding members of the Board of Directors,
comprising all members of management one level below the executive directors, including
the functional heads.
This Policy is in compliance with Section 178 of the Companies Act, 2013 read along
with the applicable rules thereto.
1. purpose
The primary objective of the Policy is to provide a framework and set standards for the
nomination and remuneration of Directors, Key Managerial Personnel and other employee
comprising the senior management. The Company aims to achieve a balance of merit,
experience and skills amongst its Directors, Key Managerial Personnel and Senior
Management.
2. Accountabilities
2.1 The Board is ultimately responsible for the appointment of Directors and Key
Managerial Personnel.
2.2 The Board had delegated responsibility for assessing and selecting the candidates
for the enrolment of Directors, Key Managerial Personnel and the Senior Management of the
Company to the Nomination and Remuneration Committee which makes recommendations &
nominations to the Board.
3. Nomination and Remuneration Committee
The Nomination and Remuneration Committee is responsible for:
3.1 Identifying individuals suitably qualified to be appointed as the Director and KMPs
or as in the Senior Management of the Company;
3.2 Recommending to the Board on the selection of individuals nominated for
directorship;
3.3 Making recommendations to the Board on the remuneration payable to the
Directors/KMPs/Senior Officials so appointed/reappointed;
3.4 Assessing the independence of Independent Directors;
3.5 Such other key issues/matters as may be referred by the Board or as may be
necessary in view of the provisions of the Companies Act 2013 and Rules there under.
3.6 To make recommendations to the Board concerning any matters relating to the
continuation in office of any Director, Senior Management at any time including the
suspension or termination of service of an Executive Director as an employee of the
Company subject to the provision of the law and their service contract;
3.7 Ensure that level and composition of remuneration is reasonable and sufficient,
relationship of remuneration to performance is clear and meets appropriate performance
benchmarks;
The Nomination and Remuneration Committee comprises of the following:
a) The Committee shall consist of a minimum 3 or more non-executive directors, majority
of them being independent.
b) The quorum shall be either two members or one third of the members of the committee,
whichever is greater, including at least one independent director in attendance.
c) Membership of the Committee and Nomination and Remuneration policy shall be
disclosed in the Annual Report.
d) Term of the Committee shall be continued unless terminated by the Board of
Directors.
CHAIRMAN
a) Chairman of the Committee shall be an Independent Director.
b) Chairman of the Company may be appointed as a member of the Committee but shall not
be a Chairman of the Committee.
c) In the absence of the Chairman, the members of the Committee present at the meeting
shall choose one amongst them to act as Chairman.
d) Chairman of the Nomination and Remuneration Committee could be present at the Annual
General Meeting or may nominate some other member to answer the Members' queries.
COMMITTEE MEMBERS’ INTERESTS
a) A member of the Committee is not entitled to be present when his or her own
remuneration is discussed at a meeting or when his or her performance is being evaluated.
b) The Committee may invite such executives, as it considers appropriate, to be present
at the meetings of the Committee.
VOTING
a) Matters arising for determination at Committee meetings shall be decided by a
majority of votes of Members present and voting and any such decision shall for all
purposes be deemed a decision of the Committee.
b) In the case of equality of votes, the Chairman of the meeting will have a casting
vote.
4. Appointment of Directors/KMPs/Senior Officials
4.1 Enhancing the competencies of the Board and attracting as well as retaining
talented employees for role of KMP/a level below KMP are the basis for the Nomination and
Remuneration Committee to select a candidate for appointment to the Board. When
recommending a candidate for appointment, the Nomination and Remuneration Committee has
regard to:
- Assessing the appointee against a range of criteria which includes but not be limited
to qualifications, skills, regional and industry experience, background and other
qualities required to operate successfully in the position, with due regard for the
benefits from diversifying the Board;
- The extent to which the appointee is likely to contribute to the overall
effectiveness of the Board, work constructively with the existing directors and enhance
the efficiencies of the Company;
- The skills and experience that the appointee brings to the role of KMP/Senior
Official and how an appointee will enhance the skill sets and experience of the Board as a
whole;
- The nature of existing positions held by the appointee including directorships or
other relationships and
- The impact they may have on the appointee's ability to exercise independent judgment;
4.2 Personal specifications to be broadly considered:
- Holding relevant education qualification in relevant disciplines;
- Experience of management in a diverse organization;
- Excellent interpersonal, communication and representational skills;
- Demonstrable leadership skills;
- Commitment to high standards of ethics, personal integrity and probity;
- Commitment to the promotion of equal opportunities, community cohesion and health and
safety in the workplace;
- Having continuous professional development to refresh knowledge and skills.
5. Letters of Appointment
Each Director/KMP/Senior Officials is required to sign the letter of appointment with
the Company containing the terms of appointment and the role assigned in the Company.
6. Remuneration of Directors, Key Managerial Personnel and Senior Management
The guiding principle is that the level and composition of remuneration shall be
reasonable and sufficient to attract, retain and motivate Directors, Key Management
Personnel and other senior officials. The Directors, Key Management Personnel and other
senior official's salary shall be based & determined on the individual person's
responsibilities and performance and in accordance with the limits as prescribed
statutorily, if any.
The Nominations & Remuneration Committee determines individual remuneration
packages for Directors, KMPs and Senior Officials of the Company taking into account
factors it deems relevant, including but not limited to market, business performance and
practices in comparable companies, having due regard to financial and commercial health of
the Company as well as prevailing laws and government/other guidelines.
i) Remuneration:
a) Base Compensation (fixed salaries)
Must be competitive and reflective of the individual's role, responsibility and
experience in relation to performance of day-to-day activities, usually reviewed on an
annual basis; (includes salary, allowances and other statutory/non-statutory benefits
which are normal part of remuneration package in line with market practices).
b) Variable salary:
The nomination and remuneration committee may in its discretion structure any portion
of remuneration to link rewards to corporate and individual performance, fulfilment of
specified improvement targets or the attainment of certain financial or other objectives
set by the Board. The amount payable is determined by the Committee, based on performance
against pre-determined financial and non-financial metrics.
6.1 The Independent Directors shall not be entitled to any stock option and may receive
remuneration by way of fee for attending meetings of the Board or Committee thereof or for
any other purpose as may be decided by the Board and profit related commission as may be
approved by the members. The sitting fee to the Independent Directors shall not be less
than the sitting fee payable to other directors.
6.2 The remuneration payable to the Directors shall be as per the Company's policy and
shall be valued as per the Income Tax Rules.
6.3 The remuneration payable to the Key Managerial Personnel and the Senior Management
shall be as may be decided by the Board having regard to their experience, leadership
abilities, initiative taking abilities and knowledge base.
7. Evaluation/ Assessment of Directors/ KMPs/Senior Officials of the Company -
The evaluation/assessment of the Directors, KMPs and the senior officials of the
Company is to be conducted on an annual basis on such criteria as may be deemed fit and
appropriate.
The Executive Director/Non-Independent Directors along with the Independent Directors
will evaluate/assess each of the Independent Directors on the such parameters as may be
deemed fit and appropriate. Only the Independent Director being evaluated will not
participate in the said evaluation discussion.
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