Page 72 - Kolte Patil AR 2019-20

ANNEXURE II

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS INDEPENDENCE AND REMUNERATION POLICY FOR
DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

PREAMBLE (Listing Obligations and Disclosure Requirements) Regulations, 2015
OVERVIEW UNDER COMPANIES ACT 2013 and any other applicable provisions of Laws, as may be amended
from time to time
{Section 178 & Companies (Meetings of Board and its Powers) Rules
2014} 1) formulation of the criteria for determining qualifications,
positive attributes and independence of a director and
 Constitution of the Nomination and Remuneration Committee recommend to the board of directors a policy relating to, the
consisting of three or more non-executive directors out of remuneration of the directors, key managerial personnel and
which not less than one-half shall be independent directors
other employees;
 The Nomination and Remuneration Committee shall identify 2) formulation of criteria for evaluation of performance of
persons who are qualified to become directors and recommend independent directors and the board of directors;
to the Board their appointment and removal and shall carry out
evaluation of every director’s performance. 3) devising a policy on diversity of board of directors;
 The Nomination and Remuneration Committee shall formulate 4) identifying persons who are qualified to become directors and
the criteria for determining qualification, attributes and who may be appointed in senior management in accordance
independence of a director and recommend to the Board a with the criteria laid down, and recommend to the board of
policy, relating to the appointment of directors, remuneration directors their appointment and removal.
for the directors, key managerial personnel and senior 5) whether to extend or continue the term of appointment of the
management personnel i.e. employees at one level below the independent director, on the basis of the report of performance
Board including functional heads (the “Policy”). evaluation of independent directors.
 The Nomination and Remuneration Committee shall, while 6) recommend to the board, all remuneration, in whatever form,
formulating the Policy ensure that: payable to senior management.
• The level and composition of remuneration is reasonable PRESENT POSITION OF DIRECTORS & KEY
and sufficient to attract, retain and motivate directors of MANAGERIAL PERSONNEL OF THE COMPANY
the quality required to run the Company successfully;
 The Company has constituted a Nomination and Remuneration
• Relationship of remuneration to performance is clear and Committee of the Board of Directors (Board).
meets appropriate performance benchmark set out by the  At present, there are total ten directors on the Board of
Company; and
which three (3) are Executive Directors and two (2) are Non -
• Remuneration to directors, key managerial personnel and Executive and non-Independent and five (5) are Non-Executive
senior management involves a balance between fixed and Independent.
incentive pay reflecting short and long-term performance  Key Managerial Personnel (KMP) consists of Chairman and
objectives appropriate to the working of the company Managing Director, Vice Chairman, Executive Directors,
and its goals.
Chief Executive Officer, Chief Financial Officer and Company
• Such policy shall be disclosed in the Board’s report. Secretary.
OVERVIEW OF SEBI (LISTING OBLIGATIONS AND COMPOSITION OF NOMINATION AND
DISCLOSURE REQUIREMENT) REGULATIONS, REMUNERATION COMMITTEE
2015 Name of the Member Designation Category
The Company shall set up a Nomination and Remuneration Mr. Jayant Pendse Chairman Independent Director
committee which shall comprise at least three directors, all of
whom shall be non-executive directors and at least half shall be Mr. Prakash Gurav Member Independent Director
independent. Chairman of the committee shall be an independent Mr. G. L. Vishwanath Member Independent Director
director. Mr. Umesh Joshi Member Independent Director
The role of the committee shall, inter-alia to Carry out functions (i) Mrs. Manasa Vishwanath Member Independent Director
by the Board of Directors from time to time; and (ii) by the virtue Mrs. Sunita Kolte Member Non-Executive Director
of applicable provisions of the Companies Act, 2013 (iii) the SEBI

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