In terms of Section 178 of the Companies Act 2013 and Regulation 19 and Part DSchedule II of SEBI (LODR) Regulation 2015 and as amended from time to time this policyon nomination and remuneration of Directors Key Managerial Personnel (KMP) SeniorManagement and other employees of the Company has been formulated by the Nomination andRemuneration Committee of the Company and approved by the Board of Directors vide itsresolution dated November 14 2014. This policy shall act as a guideline for determininginter-alia qualifications positive attributes and independence of a Director mattersrelating to the remuneration appointment removal and evaluation of performance of theDirectors Key Managerial Personnel Senior Management and other employees.
Aims and Objectives of the Policy:
The key aims objectives of this policy are:
The policy aims to enable the company to attract retain and motivate highquality members for the Board and executives
To lay down criteria and terms and conditions with regard to identifying personswho are qualified to become Directors (Executive and Non-Executive) and persons who may beappointed in Senior Management and Key Managerial positions and to determine theirremuneration.
The policy seeks to enable the Company to provide a well-balanced andperformance- related compensation package taking into account shareholders interestindustry practices and relevant Indian corporate regulations.
To carry out evaluation of the performance of Directors as well as KeyManagerial and Senior Management Personnel.
To provide them reward linked directly to their effort performance dedicationand achievement relating to the Company's operations.
To retain motivate and promote talent and to ensure long term sustainability oftalented managerial persons and create competitive advantage.
> Board means Board of Directors of the Company.
> Directors means Directors of the Company.
> Committee means Nomination and Remuneration Committee of the Company asconstituted or reconstituted by the Board.
> Company means Commex Technology Limited.
> Independent Director means a director referred to in Section 149 (6) of theCompanies Act 2013.
> Key Managerial Personnel (KMP) means-
i. Executive Chairman and / or Managing Director;
ii. Whole-time Director;
iii. Chief Financial Officer;
iv. Com pa ny Secreta ry;
v. Such other officer as may be prescribed under the applicable statutory provisions /regulations.
> Senior Management means personnel of the Company occupying the position ofChief Executive Officer (CEO) of any unit / division or Vice President including VicePresident of any unit / division of the Company.
Unless the context otherwise requires words and expressions used in this policy andnot defined herein but defined in the Companies Act 2013 as may be amended from time totime shall have the meaning respectively assigned to them therein.
This policy shall be effective from 14th November 2014 Constitution ofthe Nomination and Remuneration Committee:
The Board has changed the nomenclature of Remuneration Committee by renaming it asNomination and Remuneration Committee on 14th November 2014 by the Board of Directors atits meetings held on 14th November 2014. The Nomination and Remuneration Committeereconstitutes due to sad demise of Late Mr. Ketan Sheth Managing Director of the companyand it comprises of the following Directors:
|Sr. No. ||Name ||Position |
|1. ||Mr. Ali Ukani ||Chairman |
|2. ||Mr. Y. J. Divekar ||Member |
|3. ||Mrs. Kavita Pawar ||Member |
The Board has the power to reconstitute the Committee consistent with the Company'spolicy and applicable statutory requirement.
The Policy is applicable to
S Directors (Executive and Non-Executive)
S Key Managerial Personnel
S Senior Management Personnel
This Policy is divided in three parts: Part - A covers the matters to be dealtwith and recommended by the Committee to the Board Part - B covers the appointment andnomination and Part - C covers remuneration and perquisites etc.
The key features of this Company's policy shall be included in the Board'sReport.
MATTERS TO BE DEALT WITH PERUSED AND RECOMMENDED TO THE BOARD BY THE NOMINATION ANDREMUNERATION COMMITTEE
The Committee shall:
Formulate the criteria for determining qualifications positive attributes andindependence of a director.
Identify persons who are qualified to become Director and persons who may beappointed in Key Managerial and Senior Management positions in accordance with thecriteria laid down in this policy.
Recommend to the Board appointment and removal of Director KMP and SeniorManagement Personnel.
POLICY FOR APPOINTMENT AND REMOVAL OF DIRECTOR KMP AND SENIOR MANAGEMENT
Appointment criteria and qualifications:
1. The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel and recommend to the Board his / her appointment.
2. A person should possess adequate qualification expertise and experience for theposition he / she is considered for appointment. The Committee has discretion to decidewhether qualification expertise and experience possessed by a person is sufficient /satisfactory for the concerned position.
3. The Company shall not appoint or continue the employment of any person as WholetimeDirector who has attained the age of seventy years. Provided that the term of the personholding this position may be extended beyond the age of seventy years with the approval ofshareholders by passing a special resolution based on the explanatory statement annexed tothe notice for such motion indicating the justification for extension of appointmentbeyond seventy years.
1. Managing Director/Whole-time Director:
The Company shall appoint or re-appoint any person as its Executive Chairman ManagingDirector or Executive Director for a term not exceeding five years at a time. Noreappointment shall be made earlier than one year before the expiry of term.
2. Independent Director:
> An Independent Director shall hold office for a term up to five consecutive yearson the Board of the Company and will be eligible for re-appointment for another term up tofive consecutive years on passing of an ordinary resolution by the Company and disclosureof such appointment in the Board's report.
> No Independent Director shall hold office for more than two consecutive terms butsuch Independent Director shall be eligible for appointment after expiry of three years ofceasing to become an Independent Director. Provided that an Independent Director shallnot during the said period of three years be appointed in or be associated with theCompany in any other capacity either directly or indirectly.
> At the time of appointment of Independent Director it should be ensured that
number of Boards in which he/she is a director is doesn't exceed the limit providedunder
Section 165 of the Companies Act 2013 and rules made thereunder and as amended from
time to time.
The Committee shall carry out evaluation of performance of every Director KMP andSenior Management Personnel at regular interval (yearly).
Due to reasons for any disqualification mentioned in the Companies Act 2013 rulesmade thereunder or under any other applicable Act rules and regulations the Committeemay
recommend to the Board with reasons recorded in writing removal of a Director KMP orSenior Management Personnel subject to the provisions and compliance of the said Actrules and regulations.
The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Companies Act 2013 and the prevailing policy of the Company. The Boardwill have the discretion to retain the Director KMP Senior Management Personnel in thesame position / remuneration or otherwise even after attaining the retirement age for thebenefit of the Company.
POLICY RELATING TO THE REMUNERATION FOR THE WHOLE-TIME DIRECTOR KMP AND SENIORMANAGEMENT PERSONNEL
1. The remuneration / compensation / commission etc. to the Whole-time Director KMPand Senior Management Personnel will be determined by the Committee and recommended to theBoard for approval. The remuneration / compensation / commission etc. shall be subject tothe prior/post approval of the shareholders of the Company and Central Governmentwherever required.
2. The remuneration and commission to be paid to the Whole-time Director shall be inaccordance with the percentage / slabs / conditions laid down in the Articles ofAssociation of the Company and as per the provisions of the Companies Act 2013 and therules made thereunder.
3. Increments to the existing remuneration / compensation structure may be recommendedby the Committee to the Board which should be within the slabs approved by theShareholders in the case of Whole-time Director.
4. Where any insurance is taken by the Company on behalf of its Whole-time DirectorChief Executive Officer Chief Financial Officer the Company Secretary and any otheremployees for indemnifying them against any liability the premium paid on such insuranceshall not be treated as part of the remuneration payable to any such personnel. Providedthat if such person is proved to be guilty the premium paid on such insurance shall betreated as part of the remuneration.
Remuneration to Whole-time / Executive / Managing Director KMP and SeniorManagement Personnel:
1. Fixed pay:
The Whole-time Director / KMP and Senior Management Personnel shall be eligible for amonthly remuneration as may be approved by the Board on the recommendation of theCommittee. The break-up of the pay scale and quantum of perquisites including employer'scontribution to P.F pension scheme medical expenses club fees etc. shall be decided andapproved by the Board on the recommendation of the Committee and approved by theshareholders and Central Government wherever required.
2. Minimum Remuneration:
If in any financial year the Company has no profits or its profits are inadequatethe Company shall pay remuneration to its Whole-time Director in accordance with theprovisions of Schedule V of the Companies Act 2013 and if it is not able to comply withsuch provisions with the previous approval of the Central Government.
3. Provisions for excess remuneration:
If any Whole-time Director draws or receives directly or indirectly by way ofremuneration any such sums in excess of the limits prescribed under the Companies Act2013 or without the prior sanction of the Central Government where required he/ sheshall refund such sums to the Company and until such sum is refunded hold it in trust forthe Company. The Company shall not waive recovery of such sum refundable to it unlesspermitted by the Central Government.
Remuneration to Non- Executive / Independent Director:
1. Remuneration / Commission:
The remuneration / commission shall be fixed as per the slabs and conditions mentionedin the Articles of Association of the Company and the Companies Act 2013 and the rulesmade thereunder.
2. Sitting Fees:
The Non- Executive / Independent Director may receive remuneration by way of fees forattending meetings of Board or Committee thereof. Provided that the amount of such feesshall not exceed Rupees One lakh per meeting of the Board or Committee or such amount asmay be prescribed by the Central Government from time to time.
Commission may be paid within the monetary limit approved by shareholders subject tothe limit not exceeding 1% of the profits of the Company computed as per the applicableprovisions of the Companies Act 2013.
4. Stock Options:
An Independent Director shall not be entitled to any stock option of the Company. Amendmentsto this Policy:
The nomination and Remuneration Committee is entitled to amend this policy includingamendment or discontinuation of one or more incentive introduced in accordance to thispolicy.