ANNEXURE - II
The Board of Directors of INTELLIVATE CAPITAL ADVISORS LIMITED ("theCompany") constituted the "Nomination and Remuneration Committee" at theirMeeting held on 14th November 2014 with Immediate effect consisting of three (3)Non-Executive Directors of which majority are Independent Directors.
The Nomination and Remuneration Committee and this Policy shall be in compliance withSection 178 of the Companies Act 2013 read along with the applicable rules thereto. TheKey Objectives of the Committee would be:
To guide the Board in relation to appointment and removal of Directors KeyManagerial Personnel and Senior Management;
To evaluate the performance of the members of the Board and provide necessaryreport to the Board for further evaluation of the Board;
To recommend to the Board on Remuneration payable to the Directors KeyManagerial Personnel and Senior Management;
To provide to Key Managerial Personnel and Senior Management reward linkeddirectly to their effort performance dedication and achievement relating to theCompany's operations;
To retain motivate and promote talent and to ensure long term sustainability oftalented managerial persons and create competitive advantage;
To devise a policy on Board diversity;
To develop a succession plan for the Board and to regularly review the plan.
ROLE OF 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 KMPAND SENIOR MANAGEMENT
Appointment criteria and qualifications
The Committee shall identify and ascertain the integrity qualificationexpertise and experience of the person for appointment as Director KMP or at SeniorManagement level and recommend to the Board his / her appointment.
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.
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.
Term / Tenure
Managing Director/Whole-time Director: The Company shall appoint or re-appoint anyperson as its Executive Chairman Managing Director or Executive Director for a term notexceeding five years at a time. No re-appointment shall be made earlier than one yearbefore the expiry of term.
Independent Director: An Independent Director shall hold office for a term up to fiveconsecutive years on the Board of the Company and will be eligible for re-appointment onpassing of a special resolution by the Company and disclosure of such appointment in theBoard's report.
No Independent Director shall hold office for more than two consecutive terms but suchIndependent 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.
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 Act or under any otherapplicable Act rules and regulations thereunder 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 saidAct rules and regulations.
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.
FREQUENCY OF MEETINGS
The meeting of the Committee shall be held at such regular intervals as may berequired.
The Committee shall consist of a minimum 3 non-executive directors majority ofthem being independent.
Membership of the Committee shall be disclosed in theAnnual Report.
Term of the Committee shall be continued unless terminated by the Board ofDirectors.
Chairperson of the Committee shall be an Independent Director.
Chairperson of the Company may be appointed as a member of the Committee butshall not be a Chairman of the Committee.
In the absence of the Chairperson the members of the Committee present at themeeting shall choose one amongst them to act as Chairperson.
Chairman of the Nomination and Remuneration Committee meeting could be presentat the Annual General Meeting or may nominate some other member to answer theshareholders' queries
COMMITTEE MEMBERS' INTERESTS
A member of the Committee is not entitled to be present when his or her ownremuneration is discussed at a meeting or when his or her performance is being evaluated.
The Committee may invite such executives as it considers appropriate to bepresent at the meetings of the Committee.
Matters arising for determination at Committee meetings shall be decided by amajority of votes of Members present and voting and any such decision shall for allpurposes be deemed a decision of the Committee.
In the case of equality of votes the Chairman of the meeting will have acasting vote.
REMUNERATION TO NON- EXECUTIVE / INDEPENDENT DIRECTOR:
Remuneration / Commission: The remuneration / commission shall be fixed as per theslabs and conditions mentioned in the Articles ofAssociation of the Company and theAct.
Sitting Fees: The Non- Executive / Independent Director may receive remuneration by wayof fees for attending meetings of Board or Committee. Provided that the amount of suchfees shall not exceed Rs 1 Lac per meeting of the Board or Committee or such amount as maybe prescribed by the Central Government from time to time.
Commission: Commission may be paid within the monetary limit approved by shareholderssubject to the limit not exceeding 1% of the profits of the Company computed as per theapplicable provisions of theAct.
Stock Options:An Independent Director shall not be entitled to any stock option of theCompany.
The duties of the Committee in relation to nomination matters include:
Ensuring that there is an appropriate induction in place for new Directors andmembers of Senior Management and reviewing its effectiveness;
Ensuring that on appointment to the Board Non-Executive Directors receive aformal letter of appointment in accordance with the Guidelines provided under theAct;
Identifying and recommending Directors who are to be put forward for retirementby rotation;
Determining the appropriate size diversity and composition of the Board;
Setting a formal and transparent procedure for selecting new Directors forappointment to the Board;
Evaluating the performance of the Board members and Senior Management in thecontext of the Company's performance from business and compliance perspective;
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;
Delegating any of its powers to one or more of its members or the Secretary ofthe Committee;
Recommend any necessary changes to the Board; and
Considering any other matters as may be requested by the Board.
The duties of the Committee in relation to remuneration matters include:
To consider and determine the Remuneration Policy based on the performance andalso bearing in mind that the remuneration is reasonable and sufficient to attract retainand motivate members of the Board and such other factors as the Committee shall deemappropriate all elements of the remuneration of the members of the Board.
To approve the remuneration of the Senior Management including key managerialpersonnel of the Company maintaining a balance between fixed and incentive pay reflectingshort and long term performance objectives appropriate to the working of the Company.
To delegate any of its powers to one or more of its members of the Committee.
To consider any other matters as may be requested by the Board.
| ||By order of the Board of the Directors || |
| ||For Intellivate Capital Advisors Limited || |
| ||Sd/- ||Sd/- |
| ||Vipul Modi ||Leena Modi |
|Place: Mumbai ||Director ||Managing Director |
|Date: 9 th August 2018 ||DIN: 00796116 ||DIN: 00796382 |