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| Corporate Social Responsibility Policy | CORPORATE |
| Name of Director | Designation / Nature of Directorship | |
| 1 | Mrs. R. Renukadevi | Non-Executive, Independent Director and Chairman of the Committee |
| 2 | Mr. K. Srinivasan | Chairman and Managing Director |
| 3 | Mrs. Shakthi Srinivasan | Joint Managing Director |
| 4 | Mr. Dhiaan Shakthi Srinivasan | Whole Time Director |
| 5 | Mr. S. Nishtashri | Whole Time Director |
This Nomination and Remuneration Policy is being formulated in
compliance with Section 178 of the Companies Act, 2013 read along
with the applicable rules thereto, as amended from time to time.
This policy on nomination and remuneration of Directors, Key
Managerial Personnel and Senior Management has been formulated by
the Nomination and Remuneration Committee (NRC or the Committee) and
has been approved by the Board of Directors.
“Remuneration” means any money or its equivalent
given or passed to any person for services rendered by him and
includes perquisites as defined under the Income-tax Act, 1961;
“Key Managerial Personnel” means
“Senior Managerial Personnel” mean the personnel of
the company who are members of its core management team excluding
Board of Directors. Normally, this would comprise all members of
management, of rank equivalent to General Manager and above,
including all functional heads.
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 recommend to the Board on Remuneration payable to the
Directors, Key Managerial Personnel and Senior Management.
The role of the NRC will be the following:
To formulate criteria for determining qualifications,
positive attributes and independence of a Director.
To formulate criteria for evaluation of Independent Directors
and the Board.
To identify persons who are qualified to become Directors and
who may be appointed in Senior Management in accordance with
the criteria laid down in this policy.
To carry out evaluation of Director’s performance.
To recommend to the Board the appointment and removal of
Directors and Senior Management.
To recommend to the Board policy relating to remuneration for
Directors, Key Managerial Personnel and Senior Management.
To devise a policy on Board diversity, composition, size.
Succession planning for replacing Key Executives and
overseeing.
To carry out any other function as is mandated by the Board
from time to time and / or enforced by any statutory
notification, amendment or modification, as may be
applicable.
To perform such other functions as may be necessary or
appropriate for the performance of its duties.
The proceedings shall be carried out in strict confidentiality, in an
unbiased manner and shall ensure thorough fact finding. The Whistle
Blower–Complainant, Managing Director, Audit Committee Chairman and
every internal and external stakeholder involved in the process
shall:
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 authority to decide whether
qualification, expertise and experience possessed by a
person is sufficient/satisfactory for the position.
The Company shall not appoint or continue the employment of
any person as Whole-time Director who has attained the age
of seventy years. Provided that the term of the person
holding this position may be extended beyond the age of
seventy years with the approval of shareholders by passing a
special resolution.
The Company shall appoint or re-appoint any person as its Executive
Chairman, Managing Director or Executive Director for a term not
exceeding five years at a time. No re-appointment shall be made
earlier than one year before the expiry of term.
An Independent Director shall hold office for a term up to five
consecutive years on the Board of the Company and will be eligible
for re-appointment on passing of a special resolution by the Company
and disclosure of such appointment in the Board’s report. No
Independent Director shall hold office for more than two consecutive
terms of up to a 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.
At the time of appointment of Independent Director it should be
ensured that number of Boards on which such Independent Director
serves is restricted to seven listed companies as an Independent
Director and three listed companies as an Independent Director in
case such person is serving as a Whole-time Director of a listed
company or such other number as may be prescribed under the Act.
Evaluation — The Committee shall carry out
evaluation of performance of Director, KMP and Senior Management
Personnel yearly or at such intervals as may be considered
necessary.
The Committee may recommend with reasons recorded in writing, removal
of a Director, KMP or Senior Management Personnel subject to the
provisions and compliance of the Companies Act, 2013, rules and
regulations and the policy of the Company.
The Director, KMP and Senior Management Personnel shall retire as per
the applicable provisions of the Act and the prevailing policy of
the Company. The Board will have the discretion to retain the
Director, KMP, Senior Management Personnel in the same position/
remuneration or otherwise even after attaining the retirement age,
for the benefit of the Company.
The Remuneration/ Commission etc. to be paid to Managing
Director / Whole-time Directors, etc. shall be governed as
per provisions of the Companies Act, 2013 and rules made
there under or any other enactment for the time being in
force and the approvals obtained from the Members of the
Company.
The Nomination and Remuneration Committee shall make such
recommendations to the Board of Directors, as it may
consider appropriate with regard to remuneration to Managing
Director / Whole-time Directors.
The Non-Executive / Independent Directors may receive sitting
fees and such other remuneration as permissible under the
provisions of Companies Act, 2013 [Subject to the approval
of the Board of Directors]. The amount of sitting fees shall
be such as may be recommended by the Nomination and
Remuneration Committee and approved by the Board of
Directors.
All the remuneration of the Non-Executive / Independent
Directors (excluding remuneration for attending meetings as
prescribed under Section 197 (5) of the Companies Act, 2013)
shall be subject to ceiling/ limits as provided under
Companies Act, 2013 and rules made there under or any other
enactment for the time being in force. The amount of such
remuneration shall be such as may be recommended by the
Nomination and Remuneration Committee and approved by the
Board of Directors or shareholders, as the case may be.
An Independent Director shall not be eligible to get Stock
Options and also shall not be eligible to participate in any
share based payment schemes of the Company.
Any remuneration paid to Non-Executive / Independent
Directors for services rendered which are of professional in
nature shall not be considered as part of the remuneration
for the purposes of clause (ii) above if the following
conditions are satisfied:
The Services are rendered by such Director in his
capacity as the professional; and
In the opinion of the Committee, the director
possesses the requisite qualification for the
practice of that profession.
The remuneration to Key Managerial Personnel and Senior
Management shall consist of fixed pay and incentive pay, in
compliance with the provisions of the Companies Act, 2013
and in accordance with the Company’s Policy.
The Compensation Committee of the Company, constituted for
the purpose of administering the Employee Stock Option/
Purchase Schemes, shall determine the stock options and
other share based payments to be made to Key Managerial
Personnel and Senior Management.
The Fixed pay shall include monthly remuneration, employer’s
contribution to Provident Fund, contribution to pension
fund, pension schemes, etc. as decided from to time.
The Incentive pay shall be decided based on the balance
between performance of the Company and performance of the
Key Managerial Personnel and Senior Management, to be
decided annually or at such intervals as may be considered
appropriate.
The Committee may issue guidelines, procedures, formats, reporting
mechanism and manuals in supplement and for better implementation of
this policy as considered appropriate. The Committee may delegate
any of its powers to one or more of its members.
