You are here » Home » Companies » Company Overview » HB Stockholdings Ltd

HB Stockholdings Ltd.

BSE: 532216 Sector: Financials
NSE: HBSL ISIN Code: INE550B01022
BSE 00:00 | 20 Aug 17.20 0.20
(1.18%)
OPEN

17.00

HIGH

17.85

LOW

16.20

NSE 00:00 | 20 Aug 17.00 0.15
(0.89%)
OPEN

16.85

HIGH

17.00

LOW

16.55

OPEN 17.00
PREVIOUS CLOSE 17.00
VOLUME 6040
52-Week high 21.10
52-Week low 6.93
P/E
Mkt Cap.(Rs cr) 12
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 17.00
CLOSE 17.00
VOLUME 6040
52-Week high 21.10
52-Week low 6.93
P/E
Mkt Cap.(Rs cr) 12
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

HB Stockholdings Ltd. (HBSL) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 30lh Annual Report and the AuditedAccounts of your Company for the financial year ended 31st March 2017.

FINANCIAL RESULTS

The Financial performance of the Company for the year is summarised below:

(Rs in Lacs)

PARTICULARS Current Year Ended 31-03-2017 Previous year Ended 31-03-2016
Total Revenue 1517.73 384.27
Total Expenses 318.87 283.53
Profit for the Year before Tax and exceptional items 1198.86 100.74
-Tax Expenses (including earlier years) 136.77 12.18
- Exceptional items 0.00 0.00
Profit After tax and Exceptional Items 1062.09 88.56
Earning per Equity Shares (Before exceptional items)
---EPS Basic (Rs.) 4.46 0.37
---EPS Diluted (Rs.) 4.46 0.37
(After Exceptional Items)
---EPS Basic (Rs.) 4.46 0.37
---EPS Diluted (Rs.) 4.46 0.37

DIVIDEND

In order to conserve resources for the future DirectorsRs of your company do notrecommend any dividend for the year ended 31st March 2017.

PERFORMANCE REVIEW & OUTLOOK

The Indian economy has continued to consolidate the gains achieved in restoringmacroeconomic stability. Real GDP growth in the first half of the year was 7.2 percent onthe weaker side of the 7.0-7.75 per cent projection in the Economic Survey 2015-16 andsomewhat lower than the 7.6 percent rate recorded in the second half of 2015-16. The mainproblem was fixed investment which declined sharply as stressed balance sheets in thecorporate sector continued to take a toll on firmsRs spending plans.

During the year under review Income from operations was Rs.1497.16 Lakhs (previousyear Rs. 384.27Lakhs) comprising Dividend Income Rs.184.05 Lakhs (previous year Rs. 44.03Lakhs) Interest on Loan / ICD Rs.376.59 Lakhs (previous year Rs. 428.75 Lakhs)Securities Trading Gain of Rs. 0.30 Lakhs (previous year Loss of Rs.19.10 Lakhs) Profitbooked on Sale of Investments Rs. 324.74 Lakhs (previous year Loss of Rs.123.45 Lakhs) andProvisions for diminution in the value of Investment written back Rs. 308.77 Lakhs(previous year Rs.54.04 Lakhs). Other Income during the year was Rs. 20.57 Lakhs. NetProfit before Tax and exceptional items for the year was Rs.1198.86 Lakhs (previous yearRs. 100.74 Lakhs)

An economy recovering from demonetisation will need policy support. On the assumptionthat the equilibrium cash-GDP ratio will be lower than before demonetisation the bankingsystem will benefit from a higher level of deposits. Thus market interest ratesdeposits lending and yields on ten years government securities should be lower in2017-18 than 2016-17. This will provide a boost to the economy.

Industry Trends and its future prospects have been summed up in the ManagementDiscussion and Analysis Report which forms part of this Annual Report.

SCHEME OF ARRANGEMENT

The Board of Directors in their meeting held on 11th February 2016 hadapproved a Composite Scheme of Arrangement (Rsthe Scheme's) between HB StockholdingsLimited (Rsthe CompanyRs) HB Portfolio Limited and HB Estate Developers Limited and theirrespective members and creditors under Sections 391 to 394 read with Sections 100 to 104of the Companies Act 1956 or any corresponding provisions of the Companies Act 2013subject to various approvals as may be required. The Appointed Date(s) in the Scheme are01st April 2015 and 02nd April 2015 as particularly defined in the Scheme ofArrangement.

The Company received NIL Observation Letter / No Objection Certificate dated 23rd June2016 from the BSE Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE) in terms ofRegulation 37 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

In terms of the order dated 16th September 2016 passed by the HonRsble High Court ofPunjab & Haryana at Chandigarh the Court Convened Meeting (CCM) of the EquityShareholders of the Company was held on Saturday the 03rd December 2016 at 11.00 A.M. TheEquity Shareholders of the Company accorded their necessary approval to the Scheme withthe requisite majority. The Company has also received requisite approval to the Schemefrom its Public Equity Shareholders by way of Postal Ballot including e-voting result ofwhich was declared on 05th December 2016 pursuant to SEBI Circular bearing No. CIR/CFD/CMD/16/2015 dated November 30 2015.

The Company Petition has been duly transferred from the HonRsble High Court of Punjaband Haryana Chandigarh to the National Company Law Tribunal Chandigarh Bench atChandigarh as per the provisions of Sec 230 to 233 of the Companies Act 2013 read withthe Companies (Compromises Arrangements and Amalgamations) Rules 2016 and the Companies(Transfer of Pending Proceedings) Rules 2016 notified by the Ministry of CorporateAffairs vide its Notification Dated 07th December 2016 which came into force with effectfrom 15th December 2016.

The matter came up for hearing on 11th May 2017 before the National Company LawTribunal (NCLT) Chandigarh Bench at Chandigarh. The HonRsble Bench of NCLT admitted theSecond Motion Application filed by the Company and passed an order for issuing Noticealong with copy of Petition and Scheme to various authorities. The next date of hearinghas been fixed for 20th July 2017.

The Copy of Scheme of Arrangement along with all other documents are available on thewebsite of the BSE Limited and National Stock Exchange of India Ltd. www.bseindia.com and www.nseindia.com and also on the Company's websitehaving at www.hbstockholdings .com / Scheme ofArrangement

The effect of the Scheme on the Financial Statements of the Company from the saidAppointed Date(s) shall be given upon sanction of Scheme by the NCLT and receipt ofvarious other requisite approvals.

SUBSIDIARY AND ASSOCIATES COMPANIES

In compliance with the provision of Section 129(3) of the Companies Act 2013 thecompany has prepared Consolidated Financial Statement along with its wholly ownedsubsidiary and Associate Companies. As on 31st March 2017 Mount FinanceLimited is the Indian Wholly Owned Subsidiary Company and Taurus Asset Management CompanyLimited is Associate Company within the meaning of Sec 2(6) of the Companies Act 2013.The Consolidated Financial Statement for the year 2016-17 forms a part of the AnnualReport and Accounts and these documents shall be laid before the Annual General Meeting. AReport on the performance and the financial position of the Subsidiary and AssociateCompanies in form AOC-1 forms part of the Consolidated Financial Statement. The FinancialStatements of the Subsidiary Companies shall be made available upon request by any Memberof the Company interested in obtaining the same. The Financial Statements of theSubsidiary Company will also be kept for inspection by the Member of the Company at itsRegistered Office.

The company does not have an unlisted material subsidiary as per Reg 24(1) of SEBI(Listing Obligation and Disclosure Requirements) Reg 2015 in the immediately precedingaccounting year. In Compliance to Reg 16 ( c ) of the Listing Regulations a policy ofdetermining Material Subsidiary was formulated by the Audit Committee and approved by theBoard and the same was posted on the web site of the Company and may be accessed at the weblink www. hbstockholdings.com

RELATED PARTY TRANSACTIONS

All Related Party Transactions entered into during the financial year ended 31stMarch 2017 were on armRss length basis and were in the ordinary course of business. Duringthe year under review there were no materially significant Related Party Transactionsentered into by the Company. Accordingly the disclosure of Related Party Transactions asrequired under Section 134(3)(h) of the Companies Act 2013 in Form AOC-2 is notapplicable. None of the Directors of the Company has any pecuniary relationships ortransactions vis-a-vis the Company.

On the recommendation of the Audit Committee the Board of Directors of the Company hasapproved a Policy to regulate transactions between the Company and its Related Parties incompliance of the Companies Act 2013 and the Rules made there under read with Regulation23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. ThePolicy on Related Party Transactions has since been uploaded on the Company's website. Theweb link for the same is www.hbstockholdings.com/InvestorInformation/Corporate Governance

Internal Control Systems and their Adequacy

The Internal Control System adopted by the Company is commensurate with its size scaleand business operations which covers all the locations. To maintain objectivity andindependence the Internal Audit function reports to the Chairman of the Audit Committeeof the Board. The scope and authority of the Internal Audit function has been detailed inthe Audit Committee section of the Corporate Governance Report of the Company.

Internal Auditors of the Company monitors and evaluates the efficacy and adequacy ofinternal control systems in the company its compliance with the operating systemsaccounting procedures and policies of the Company's operation. Internal Audit Reportstimulates other functional departments to improve their systems and procedures tostrengthen the controls. All these issues are regularly placed before the Audit Committeemeeting for its deliberations and monitoring.

Risk Management

In order to achieve sustained business growth the Company has laid a ComprehensiveRisk Assessment and minimization procedure. The Company has developed a Risk Managementprocess to ensure that all current and future risk exposures are identified assessedquantified appropriately mitigated minimised and managed and same is reviewed by theAudit Committee and approved by the Board from time to time. These procedures are reviewedto ensure management controls risks through means of a properly defined framework; bestrisk management policies are followed and risk minimisation exercises to be attributed andsame are monitored by Audit Committee of the Board.

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE

As required under Regulation 34(3) read with Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Management Discussion& Analysis Report; a Report on the Corporate Governance together with the ComplianceCertificate from the Company's Statutory AUDITORR'S confirming compliance(s) forms anintegral part of this report. NOMINATION AND REMUNERATION COMMITTEE

In terms of Section 178 of the Companies Act 2013 read with Regulation 19 of SEBI(LODR) Regulations 2015 a Nomination and Remuneration Committee was reconstituted of allindependent directors on the Board of the Company. Nomination and Remuneration Policy ofthe Company forms part of the Boards Report and enclosed at Annexure I. Thedetailed terms of reference of the Nomination and Remuneration Committee number and dateof the meetings held attendance of the directors etc. are given separately in theattached Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Board constituted a Corporate Social Responsibility (CSR) Committee pursuant toSection 135 of the Act and composition stipulated in the Corporate Governance Report formspart of this Annual Report. The Board of Directors have approved the Corporate SocialResponsibility

Policy of the Company and its contents are disclosed in the Annexure II. Thedetails of the CSR Policy can be viewed on the website of the Company at wwwhbstockholdings.com.

Based on the previous Year's average profits of the Company an amount of Rs. 421756was to be incurred on the CSR activities during the year. No amount was spent on CSRactivities. The Company is in the process of identification of a suitable project to spendthe amount.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In terms of the provisions of Sec 177(9) & (10) of the Companies Act 2013 andpursuant to the provisions of Regulation 22 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a Vigil Mechanism for Stakeholders Employeesand Directors of the Company has been established. The Whistle Blower Policy approved bythe Board of Directors has been uploaded on the website of the Company. During the yearunder review no matter relating to Vigil Mechanism was reported to the Audit Committee. ACopy of Board approved Whistle Blower Policy is posted on the Company's website at www.hbstockholdings.com. AUDITORSStatutory Auditors

M/s. P. Bholusaria & Co. Chartered Accountants New Delhi having FRN 000468N areStatutory Auditors of the Company and they hold office till the conclusion of the ensuingAnnual General Meeting.

The Board of Directors placed on record its appreciation for the services rendered byM/s P . Bholusaria & Co. Chartered Accountants as the Statutory Auditors of theCompany. Subject to the approval of the members the Board of Directors of the Company hasrecommended the appointment of M/s G C Agarwal & Associates Chartered AccountantsNew Delhi FRN 017851N as the Statutory Auditors of the Company pursuant to Section 139 ofthe Companies Act 2013 for a term of Five (5) consecutive years subject to ratificationof their appointment by the members every year in the Annual General Meeting. TheCompany has received a letter from them to the effect that their appointment if madewould be within the prescribed limits under Section 141(3)(g) of the Companies Act 2013and they are not disqualified for appointment.

MemberRss attention is drawn to a Resolution proposing the appointment of M/s G CAgarwal & Associates Chartered Accountants as the Statutory Auditors of the Companywhich is included at item no: 3 of the Notice convening the Annual General Meeting of theCompany.

Internal Auditors

M/s MARV & Associates LLP Chartered Accountants New Delhi were appointed asInternal Auditors of the Company by the Board in terms of Sec 138 of the Companies Act2013. Internal Audit Report are regularly placed before the Audit Committee of the Boardfor their review and follow up.

Secretarial Auditors

M/s A N Kukreja & Co. Company Secretaries were appointed by the Board to undertakethe Secretarial Audit for the year 2016-2017 pursuant to the provisions of Section 204 ofthe Companies Act 2013 and other applicable rules. The Secretarial Audit Report in MR-3is annexed herewith and marked as Annexure III.

Observation on AUDITORR'S and Secretarial AUDITORR'S Report

There are no qualifications observations reservation or adverse remarks made by theStatutory AUDITORR'S and Secretarial AUDITORR'S in their Report(s) respectively save andexcept disclaimer made by them in discharge of their professional duties.

DIRECTORS & OTHER KEY MANAGERIAL PERSONNEL

Appointment / Changes and Reappointment of Directors & KMP Company's Boardmembers comprise of eminent persons with proven competence and integrity. They havefinancial literacy experience leadership qualities and the ability of thinkingstrategically. Company's Directors have a significant degree of commitment and devotionand spares their adequate time for the meetings and for other deliberations. During theyear Mr. Vijay Sood Managing Director (KMP) of the Company resigned at the close ofbusiness hours on 30th November 2016 and Board accepted his resignation andplaced on record the appreciation for the valuable contribution made by him during thetenure of his services as the Managing Director of the Company.

As per Article 89(1) and (2) of the Article of Association of the Company read with theprovisions of Section 152 of the Companies Act 2013 Mr. Lalit Bhasin Director of theCompany shall retire by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re-appointment. The Board of Directors recommends his reappointment tothe members.

Meeting of Board of Director(s)

The Board of Directors of the Company meets at regular intervals to discuss and decideon company / business policy and strategy apart from other routine businesses. The Boardmeetings are normally held in Gurgaon and Notice of the meetings are given well in advanceto all the directors. Agenda of the Board and Committee meetings are circulated at least aweek prior to the date of the meeting including notes on the items to be discussed at themeeting(s) to enable directors of the Company to take an informed decision. Details of theBoard Meeting(s) held are given in the Corporate Governance Report attached withDirectorsRs Report.

Board Diversity

The Company recognizes the importance and benefits of having the diverse Board toenhance quality of its performance.

The Company believes that a diverse Board will enhance the quality of the decisionsmade by the Board by utilizing the different skills qualification professionalexperience gender knowledge etc. of the members of the Board necessary for achievingsustainable and balanced growth of the Company. The Board of Directors on therecommendations of the Nomination and Remuneration Committee has adopted a Policy onDiversity of Board of Directors in terms of Regulation 19 of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015.

Annual Evaluation of the Board

Pursuant to the provisions of the Companies Act 2013 and applicable provisions of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has

carried out an Annual Performance Evaluation of its own performance and of all theDirectors of the Company individually as well as the evaluation of the working of AuditNomination & Remuneration and other Compliance Committees. The manner in which theannual evaluation has been carried out is been suitably explained in the CorporateGovernance Report.

Declaration by Independent Directors

Mr. Gulshan Rai Mr. Harbans Lal and Mrs Asha Mehra are three Independent Director(s)on the Board of the Company. Declaration Forms duly filled in under Section 149(6) of theCompanies Act 2013 were received from Independent Directors of the Company which confirmsthat all these directors respectively met with the criteria of Independence as prescribedin the Companies Act 2013 and also in Reg 16(b) of the SEBI Listing Regulations. RemunerationPolicy

The Board on the recommendation of the Nomination & Remuneration Committee hasframed a policy for selection and appointment of Directors Senior Managerial personneland payment of remuneration to them. The Nomination and Remuneration Policy is stated andbeing a part of the Corporate Governance Report.

Remuneration of Directors Key Managerial Personnel and Employee

Disclosure pertaining to Remuneration and other details as required under section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial personnel) Rules 2014 is not applicable as none of the Director/ and or employee of the Company are in receipt of the remuneration specified in theseRules.

DIRECTORSRs RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) read with sub section (5) of the Companies Act 2013the Directors Responsibility Statements hereby states that a) in the preparation ofthe Annual Accounts the applicable accounting standards have been followed along withproper explanation relating to material departures; b) The Directors have selectedsuch accounting policies and applied them consistently and made judgments and estimatesthat are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company at the end of the financial year and of the profit or loss of the Companyfor that period; c ) The Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; d) The Directors had prepared the annual financial statementshave been prepared on a going concern basis and e) The Directors have laid downproper internal financial controls to be followed by the Company and that such internalfinancial controls were adequate and operating effectively. f) The Directors havedevised proper systems to ensure compliance with the provisions of all applicable laws andthat such systems were adequate and operating effectively.

Information as per Section 134 (3) (m) of the Companies Act 2013 The particularsunder Section 134 (3)(m) of the Companies Act 2013 read with Rules 8(1) of Companies(Accounts) Rules 2014 information in respect of conservation of energy and technologyabsorption are not applicable to the Company.

During the year under review there was no Earnings or outgo of Foreign Exchange by theCompany.

Particulars of Employees

A statement containing particulars of employees required pursuant to Section 197(12) ofthe Companies Act 2013 read with Rules 5(2) of the Companies (Appointment andRemuneration of Managerial personnel) Rules 2014 is given in an annexure and forms part ofthe DirectorRss Report and marked as Annexure IV.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 is requiredunder section 92 of the Companies Act 2013. The extract of Annual Return in Form MGT-9 isannexed herewith as "Annexure-V "

STATUTORY STATEMENT

The Board of Directors of your Company stateRss that no disclosure or reporting isrequired in respect of the following items as there were no transactions on these itemsduring the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of Equity Shares with differential rights as to dividend voting or otherwise.

3. The Managing Director of the Company receives no remuneration or commission from anyof its subsidiaries.

4. No significant and material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

5. As per the Annual Report submitted by the Committee constituted to monitor the casesfor Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013 during the year under review there was no case filed or pending for review.

6. There was no change in the nature of business during the year under review.

7. None of the company have become or ceases to be the subsidiary joint venture orassociate of this company during the year under review.

8. No Listing Fee and other dues are pending to the Stock Exchange(s) and otherdepositories.

ACKNOWLEDGMENT

Your Directors would like to express their appreciations for the assistance andcooperation received from banks customers members and other stake holders during theyear under review. Your Directors also wish to acknowledge the valuable services renderedby the executive and staff of the Company at all levels.

For and on Behalf of the Board of Directors
Sd/-
LALIT BHASIN
Place : Gurugram (CHAIRMAN)
Date : 26th May 2017 DIN 00002114

NOMINATION AND REMUNERATION POLICY (AMENDED)

1. PREAMBLE:

In pursuance of the Company's policy to consider human resources as its invaluableassets to pay equitable remuneration to all Directors Key Managerial Personnel (KMP) andemployees of the Company to harmonize the aspirations of human resources consistent withthe goals of the Company this policy on nomination and remuneration of Directors KMP andSenior Management has been formulated by the Nomination and Remuneration Committee("NRC/Committee") and approved by the Board of Directors of the Company at theirmeeting held on 11th February 2015 in compliance with Section 178 of theCompanies Act 2013 read along with the applicable rules thereto and Regulation 19 of theSEBI(Listing Obligations & Disclosure Requirement) Reg.2015 read with Part D ofSchedule II of the Regulation.

The Policy has been revised by the Board on 11th February 2016 on therecommendation of Nomination and Remuneration Committee Meeting held on the same day.

2. OBJECTIVE:

The Objective of this policy is to lay down a framework in relation to remuneration ofDirectors KMP and Senior Management. The Key Objectives of the Committee would be:

2.1. To guide the Board in relation to appointment and removal of Directors KMP andSenior Management.

2.2. Formulate the criteria for determining qualifications positive attributes andindependence of a Director and recommend to the Board a policy relating to theremuneration of Directors KMP and Senior Management.

2.3. Formulation of criteria for evaluation of performance of Independent Director andthe Board of Directors.

2.4. To evaluate the performance of the members of the Board and provide necessaryreport to the Board for further evaluation of the Board.

2.5. To recommend to the Board on Remuneration payable to the Directors KMP and SeniorManagement.

2.6. To provide to KMP and Senior Management reward linked directly to their effortperformance dedication and achievement relating to the Company's operations.

2.7. To retain motivate and promote talent and to ensure long term sustainability oftalented managerial persons and create competitive advantage.

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

2.9 To assist the Board to extend or continue the terms of appointment of IndependentDirector on the basis of report of performance evaluation of an Independent Director.

2.10. To assist the Board in fulfilling responsibilities.

2.11 To Implement and monitor policies and processes regarding principles of corporategovernance.

3. DEFINITIONS:

"Act" means the Companies Act 2013 and Rules framed there under asamended from time to time.

"Board" means Board of Directors of the Company.

"Directors" mean Directors of the Company both executive andnon-executive.

"Key Managerial Personnel (KMP)" means

i. Managing Director or Chief Executive Officer or Manager and in their absence aWhole-time Director;

ii. Chief Financial Officer;

iii. Company Secretary; and

iv. such other officer as may be prescribed.

"Senior Management" means Senior Management means the personnel of theCompany who are members of its core management team excluding Board of Directorscomprising all members of management one level below the executive directors includingthe functional heads.

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.

4. APPOINTMENT AND REMOVAL OF DIRECTOR KEY MANAGERIAL PERSONNEL (KMP) AND SENIORMANAGEMENT:

A. Appointment Criteria and Qualifications

(I) 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.

(II) 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.

(III) The Company shall not appoint or continue the employment of any person asWhole-time Director who has attained the age of seventy years. Provided that the term ofthe person holding this position may be extended beyond the age of seventy years with theapproval of shareholders by passing a special resolution based on the explanatorystatement annexed to the notice for such motion indicating the justification for extensionof appointment beyond seventy years.

B. Term / Tenure

(I) 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. Nore-appointment shall be made earlier than one (1) year before the expiry of term.

(II) Independent Director:

a) An Independent Director shall hold office for a term up to five consecutive years onthe Board of the Company and will be eligible for re-appointment on passing of a specialresolution by the Company and disclosure of such appointment in the BoardRss Report.

b) No Independent Director shall hold office for more than two consecutive terms ofupto maximum of five (5) years each but such Independent Director shall be eligible forappointment 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 beappointed in or be associated with the Company in any other capacity either directly orindirectly.

c) At the time of appointment of Independent Director it should be ensured that numberof Boards on which such Independent Director serves is restricted to seven listed entitiesas an Independent Director and three listed entities as an Independent Director in casesuch person is serving as a Whole-time Director of a listed entities or such other numberas may be prescribed under the Act.

C. Evaluation

The Committee shall carry out evaluation of performance of every Director KMP andSenior Management Personnel at regular interval (yearly).

D. Removal

Due to reasons for any disqualification mentioned in the Act or under any otherapplicable Act rules and regulations there under the Committee may recommend to theBoard with reasons recorded in writing removal of a Director KMP or Senior ManagementPersonnel subject to the provisions and compliance of the said Act rules and regulations.

E. Retirement

The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Act and the prevailing policy of the Company. The Board will have thediscretion 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 theCompany.

5. REMUNERATION TO DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / SENIOR MANAGEMENTPERSONNEL:

The Committee to recommend to the Board on Remuneration payable to the Directors

KMP and Senior Management Personnel of the Company.

a) The Remuneration / Compensation / Commission etc. to be paid to Managing DirectorWhole-time/Executive Director Non-Executive Director / Independent Directors KMP shallbe governed as per applicable provisions of the Companies Act 2013 and rules made thereunder or any other enactment for the time being in force.

b) The Non-Executive / Independent Director may receive remuneration by way of sittingfee for attending the meeting of the Board or Committee thereof or for any other purposewhatsoever as may be decided by the Board of Directors. The amount of sitting fees shallbe subject to ceiling/ limits as provided under Companies Act 2013 and rules made thereunder or any other enactment for the time being in force.

c) The remuneration payable to Senior Management Personnel shall be governed by theCompany's HR Policy.

6. DUTIES IN RELATION TO NOMINATION MATTERS:

The duties of the Committee in relation to nomination matters include:

a) Ensuring that there is an appropriate induction in place for new Directors andmembers of Senior Management and reviewing its effectiveness;

b) Ensuring that on appointment to the Board Non-Executive Directors receive a formalletter of appointment in accordance with the guidelines provided under the Companies Act2013;

c) Identifying and recommending Directors who are to be put forward for retirement byrotation;

d) Determining the appropriate size diversity and composition of the Board;

e) Developing a succession plan for the Board and Senior Management and regularlyreviewing the plan;

f) Evaluating the performance of the Board members and Senior Management in the contextof the Company's performance from business and compliance perspective;

g) Making recommendations to the Board concerning any matters relating to thecontinuation in office of any Director at any time including the suspension or terminationof service of an Executive Director as an employee of the Company subject to the provisionof the law and their service contract.

h) Delegating any of its powers to one or more members of the Committee;

i) Recommend any necessary changes to the Board; and

j) Considering any other matters as may be requested by the Board.

7. DUTIES IN RELATION TO REMUNERATION MATTERS:

The duties of the Committee in relation to remuneration matters include:

a) Considering and determining the remuneration based on the performance and alsobearing in mind that the remuneration is reasonable and sufficient to attract retain andmotivate members of the Board and such other factors as the Committee shall deemappropriate all elements of the remuneration of the members of the Board.

b) Approving the remuneration of the Senior Management including KMP of the Companymaintaining a balance between fixed and incentive pay reflecting short and long termperformance objectives appropriate to the working of the Company.

c) Delegating any of its powers to one or more members of the Committee.

d) Considering any other matters as may be requested by the Board.

8. REVIEW AND AMENDMENT:

a) The Committee or the Board may review the policy as and when it deems necessary.

b) The Committee may issue the guidelines procedures formats reporting mechanism andmanual in supplement and better implementation to this policy if it thinks necessary.

c) This policy may be amended or substituted by the Committee or by the Board as andwhen required and also by the Company Secretary where there is any statutory changesnecessitating the change in the policy.