Nomination and Remuneration Committee

Objective

To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management.

To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board.

To provide to Key Managerial Personnel and Senior Management reward linked directly to their effort, performance, dedication and achievement relating to the Company’s operations.

To develop a succession plan for the Board and to regularly review the plan.

To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

Terms of Reference

The terms of reference of the Nomination and Remuneration Committee are as under:

A. Powers of the Audit Committee

• Formulate the criteria for determining qualifications, positive attributes and independence of a director.
• Identify persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in this policy.
• To carry out evaluation of Directors’ and KMPs performance periodically, at least once in six months.
• Recommend to the Board, appointment and removal of Director, KMP and Senior Management Personnel.
• To devise a policy on Board diversity, composition, size.
• Oversee the formulation and implementation of ESOP Schemes, its administration, supervision, and formulating detailed terms and conditions in accordance with SEBI Guidelines