Lords Chloro Alkali Ltd.
|BSE: 500284||Sector: Industrials|
|NSE: MODIALKALI||ISIN Code: INE846D01012|
|BSE 13:02 | 23 Jun||39.00||
|NSE 05:30 | 01 Jan||Lords Chloro Alkali Ltd|
Lords Chloro Alkali Ltd. (MODIALKALI) - Director Report
Company director report
TO THE MEMBERS
Your Directors are pleased to present the 40th Annual Report together withthe Audited Financial Statements of the Company for the Financial Year ended on 31stMarch 2019.
1. FINANCIAL PERFORMANCE
(Rs. in Lakhs
During the year the Company has achieved the revenue of Rs. 25113.56 lakhs with theincrease of 51.33% as compared to previous year. Profit after tax is Rs. 2298.92 lakhswith increase of 171.34% as compared to previous year.
2. performance and state of company affairs
Your Company has increased its production capacity to 220 TPD. During this yearremaining two electrolysers of old forced circulation technology are also replaced bylatest technology available in the marked called NCZ from AKCC Japan. This has made theentire operations more reliable energy efficient and has made your Company to be staycompetent in the market. Now all the electrolysers are based on new technology.
Company has a plan to increase the Caustic soda capacity to 300 TPD in near future.Further your Company is also working on few new products for captive
consumption of Chlorine for which environment clearance has already been taken.
Also Company has accredited with ISO 9001: 2015 for quality management system ISO14001: 2015 for environmental management system and ISO 45001: 2018 for occupationalhealth and safety.
There was adequate demand of caustic soda within India in year 201819. Imports ofCaustic Soda decreased by 48% (approx) in comparison to 2017-18. Enforcement of BISstandards for Caustic Soda also played major role towards decrease in imports quantitiesthis resulted in better capacity utilization of manufacturing capacities in India.
CIF Prices of Caustic Soda Lye remained in the range of $ 485 (approx) which supportedthe price of Caustic Soda and chlorine in India. Higher annual turnover and profitabilityshows that available production capacity of company was utilized at optimum level.
Economic conditions in India are showing growth around 6% (approx) year on year basis.Stable political environment and business opportunities prevailing in India may result ineconomy to grow even faster in years to come.
4 FUTURE OUTLOOK
Products of company are linked with growth of economy which is expected to remain highwith the vision of Government Infrastructure growth and make in India initiatives ofGovernment will strengthen the demand for basic chemicals like Caustic Soda and chlorinein India. However the planned manufacturing capacity expansions in India and chances ofhigher import quantities may have impact on the prices of Caustic Soda prices.
Company is working on the possibilities of adding to the product line with chlorinederivatives like Aluminium chloride Chlorinated paraffines etc. which will add value. Inhouse consumption of chlorine will help Company in further expansion of causticmanufacturing facilities which are planned in 2020-21.
5. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of the Section 152 of Companies Act 2013 read with theCompanies (Appointment and Qualification of Directors) Rules 2014 and the Articles ofAssociation of Company Shri Rakesh Ahuja Non-Executive Director is liable to retire byrotation at the ensuing Annual General Meeting (AGM) and being eligible has offeredhimself for re-appointment. Appropriate resolution for his re-appointment is being placedfor your approval at the ensuing Annual General Meeting. The brief resume of Director andother related information has been detailed in the notice convening the 40thAGM
of your Company. Your Directors recommend his re-appointment as a NonExecutive Directorof the Company.
During the year under review Board of Directors on the recommendation of theNomination & Remuneration Committee had approved in their meeting held on 1stNovember 2018 the appointment of Ms. Meenakshi Sharma as an Additional Director incapacity of Independent Director of the Company to hold office till the ensuing AnnualGeneral Meeting.
The present term of Shri Madhav Dhir Whole Time Director of the Company shall expirew.e.f. 31st May 2019 and on the recommendation of the Nomination &Remuneration Committee of the Board in its meeting held on 29th May 2019subject to the approval of Members by Ordinary Resolution at the ensuing Annual GeneralMeeting had re-appointed him as Whole Time Director of the Company for a term of 5 (five)years w.e.f. 1st June 2019.
During the year under review Shri Dipendra Chaudhary Company Secretary of the Companyhad tendered his resignation from w.e.f. 28th February 2019.
The Company has received the declaration from all Independent Directors of the Companyconfirming that they meet the criteria of Independence as prescribed under the CompaniesAct 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board of Directors of the Company in theirmeeting held on 11th February 2019 had carried out the annual evaluation ofits own performance the Individual Directors (Including the Independent and NonIndependent Directors) as well as of its committees. The structured questionnaires werecirculated to all the Directors requesting them to fill and return the duly filledquestionnaires to the Company giving their views for evaluation of the self & thepeers. The feedback received from the Directors had been compiled and the outcome has beensummarized.
The Independent Directors of the Company in their separate meeting held on 11thFebruary 2019 reviewed the performance of the Non-Independent Directors and the Board asa whole. They also reviewed the performance of the Chairperson of the Company.
The Policy on performance evaluation of Independent Directors Board of DirectorsCommittees and other individual Directors covered the role rights responsibilities ofIndependent Director and related matters are put up on the website of the Company at
The details of programmes for familiarization of Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company
and related matters are put up on the website of the Company at the link www.lordschloro.com.
The following policies of the Company are attached herewith marked as Annexure A andB.
a) Policy for selection of Directors and determining Directors independence; and
b) Remuneration Policy for Directors Key Managerial Personnel and other employees.
6. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS U/S 186
During the year the loans are given as per the provisions of Companies Act 2013 andno investment made guarantees given or securities provided by the Company.
7. material CHANGES AND commitments if ANY:
There were no material changes and commitments have been occurred between the end ofthe financial year of the Company to which the financial statements relate and date ofsigning of board report affecting the financial position of the company.
8. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
The Company has not received any significant/material orders from the statutoryregulatory bodies/courts/tribunals which affect the operations/status of the Company.
9. COST RECORDS
The Cost accounts and records as required to be maintained under Section 148 (1) of Actare duly made and maintained by the Company.
10. STATUTORY AUDITORS
At the 37th AGM of your Company the members had approved the appointment ofM/s Gupta Vigg & Co. Chartered Accountants as Statutory Auditors of the Company tohold office till the conclusion of 42nd AGM subject to ratification by theMembers at every Annual General Meeting.
However pursuant to the amendment in Section 139 of the Companies Act 2013requirement of the ratification of the appointment of Statutory Auditors at every AnnualGeneral Meeting has been omitted and accordingly the proposal for the ratification of theM/s Gupta Vigg & Co. Chartered Accountants as Statutory Auditors has not beenconsidered.
11. COST AUDITORS
The provisions of section 148 of the Companies Act 2013 read with Rules 4 & 5 ofthe Companies (Cost Audit and Record) Rules 2014 for maintenance of Cost Records CostAudit are applicable to the Company for the financial year 2019-20.
The Board of Directors of your Company at its meeting held on 29th May2019 has on the recommendation of Audit Committee had approved the appointment of M/sGoyal Goyal & Associates Cost Accountant as Cost Auditor of your Company to conductthe audit of cost records for the Financial Year 2019-20. The remuneration proposed to bepaid to the Cost Auditor subject to your ratification at the 40th AGM will beRs. 50000/- (Rupees Fifty Thousand) for the Financial Year 2019-20.
12. SECRETARIAL AUDITOR
Pursuant to the provisions of section 204 of the Companies Act 2013 and rules madethereunder the Board of Directors of the Company had appointed Shri Sanjeev PandeyPartner of M/s SSPK & Co. Practicing Company Secretary as Secretarial Auditors toconduct Secretarial Audit of the Company for the financial year 2018-19. The SecretarialAudit Report for the financial year ended 31st March 2019 is annexed herewithas Annexure C to this Report.
13. AUDITORS OBSERVATIONS
In reference to the Comments mentioned in the Statutory Auditors Report and SecretarialAudit Report for the year 2018-19 we wish to submit the following:
Company has not received all the records from old management. We are in the process ofreconciliation the records. We shall deposit the whole amount in the Investor Educationand Protection Fund (IEPF) as soon as records are reconciled.
During the year under review no fraud was reported by the statutory auditor of theCompany under section 143(12) of the Companies Act 2013.
14. SAFETY ENVIRONMENT PROTECTION & POLLUTION CONTROL
Your Company is continuously making endeavors to have safe operations by training andconducting various safety audits/ mock drills.
We have started the work on implementing a water harvesting system to stop wastage ofrain water and for improving the ground water level. Work is in advance stage. This is inline with the company's policy to safeguard the environment in and outside the factory.
To work in more organized way Company has taken ISO 9001: 2015 for quality managementsystem ISO 14001: 2015 for environmental management system and ISO 45001: 2018 foroccupational health and safety from world famous TUV NORD.
15. DIVIDEND AND TRANSFER TO RESERVE
During the year the Company has earned a profit of Rs. 2301.39 Lakhs however keepingin view the future needs expansion plans and other fund requirements your Board ofDirectors did not recommend any dividend for the financial year 2018-19 and Rs. 2301.39Lakhs has been transferred to General Reserve.
16. ENERGY CONSERVATION TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGOING.
In compliance with provisions of clause (m) of sub-section (3) of Section 134 of theCompanies Act 2013 read with the Companies (Accounts) Rules 2014 the statements givingthe required information relating to energy conservation technology absorption foreignexchange earnings and outgoings is annexed herewith as Annexure D.
17. CONTRACTS AND ARRANGEMENTS WITH RELATED pARTIES
All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis.
The particulars of contracts or arrangements with related parties referred to inSection 188(1) of the Companies Act 2013 read with rule 8(2) of the Companies (Accounts)Rules 2014 in the prescribed Form AOC - 2 is annexed as Annexure E to this Report.
The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website at
18. particulars OF employees & RELATED DISCLOSURES
The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:
a) The ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year:
*Shri Shiv Dutt Sharma ceased to be Director of the Company w.e.f. 1stNovember 2018.
** Ms. Meenakshi Sharma has been inducted on the Board of the Company in the capacityof Independent Director w.e.f. 1st November 2018.
(b) The percentage increase in remuneration of each Director Chief Financial OfficerCompany Secretary in the financial year:
*Shri Dipendra Chaudhary has joined the Company w.e.f. 27th February 2018and tendered his resignation w.e.f. 28th February 2019 hence increase inpercentage with previous year is not possible.
c) The percentage increase in the median remuneration of employees in the financialyear:
The percentage increase in the median remuneration of employees in the financial yearwas 17.19%.
(d) the number of permanent employees on the rolls of Company;
The number of permanent employees on the rolls of the Company at the end of financialyear were 187.
(e) average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:
Average percentile increase in the salaries of employees other than the managerialpersonnel is 14.45%. Average percentile increase in the salaries of managerial personnelis 122.37%.
(f) Affirmation that the remuneration is as per the remuneration policy of the Company:
The Company affirms that the remuneration is as per the remuneration policy of theCompany.
Pursuant to the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 noemployee except Managing Director who is employed throughout the financial year was inreceipt of remuneration of Rs. 1.02 crores (one crore and two lakh) or more per annum andno employee who is employed for a part of the financial year was in receipt ofremuneration Rs. 8.5 lakhs (eight lakhs fifty thousand) or more per month. Any memberinterested in obtaining the information of top-10 employee of the Company may write to theCompany Secretary at the registered office or the corporate office of the Company.
19. ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure F tothis Report and also available on the website of the Company.
20. public deposits
During the year under review your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014 (including any statutory modification(s) orre-enactment(s) for the time being in force).
21. CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 34 read with Schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a Report on Corporate Governance and aCertificate from the Practicing Company Secretary confirming the compliance withconditions of corporate governance are appended herewith.
Further as per the above mentioned regulation and Schedule the Report on ManagementDiscussion & Analysis is also annexed herewith to this Report.
A certificate from Managing Director and Chief Financial Officer of the Company interms of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 inter-aliaconfirming the correctness of financial statements and cash flow statements adequacy ofinternal control measures and reporting of matters was placed before the Audit Committeeand Board.
22. RISK MANAGEMENT
The Company has constituted a Risk Management Committee which ensures that the Companyhas an appropriate and effective Enterprise Risk Management system with appropriatepolicies and processes which carries out risk assessment and ensures that risk mitigationplans are in place by validating the same at regular intervals.
Brief details about the Risk Management are provided in the Corporate GovernanceReport.
23. CORPORATE SOCIAL RESPONSIBILITY
In accordance with the provision of Section 135 of the Companies Act 2013 read withrules made thereunder Company has constituted Corporate Social Responsibility Committeewhich framed a Board approved CSR Policy for the Company same is available on Company'swebsite www.lordschloro.com.
An annual report of CSR activity has been disclosed with this report as Annexure G.
24. MEETINGS OF THE BOARD
Four meetings of the Board of Directors were held during the year. For further detailsplease refer section of Report on Corporate Governance of this Annual Report.
25. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company established a vigil mechanism for directors and employees to reportconcerns about unethical behavior actual or suspected fraud or violation of the Company'sCode of Conduct or ethics policy.
This mechanism provides adequate safeguards against victimization of director(s) /employee(s) and also provide for direct access to the Chairman of the Audit Committee inexceptional cases.
The details of establishment of such mechanism disclosed at the website of the company
26. DETAILS ON INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS
Your Company has put in place adequate internal financial controls with reference tothe financial statements some of which are outlined below.
Your Company has adopted accounting policies which are in line with the AccountingStandards prescribed in the Companies (Accounting Standards) Rules 2006 that continue toapply under Section 133 and other applicable provisions if any of the Companies Act2013 read with Rule 7 of the Companies (Accounts) Rules 2014 to the extent applicable.These are in accordance with generally accepted accounting principles in India.
The Management periodically reviews the financial performance of your Company againstthe approved plans across various parameters and takes necessary action wherevernecessary.
Your Directors state that during the year under review there was no case reportedpursuant to the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013.
28. DIRECTORS RESPONSIBILITY STATEMENT
Your Directors state that:
a) in the preparation of the annual accounts for the year ended on 31stMarch 2019 the applicable accounting standards read with requirements set out underSchedule III to the Act have been followed and there are no material departures from thesame;
b) the Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at the financial year ended on 31stMarch 2019 and of the profit of the Company for the year ended on that date;
c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going concern' basis;
e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating.
Your Directors wish to convey their deep appreciation to all the Company'semployees/workers for their dedication and hard work as well as their collectivecontribution to the Company's performance.
The Directors would also like to thanks to the Members Customers Dealers SuppliersBankers Financial Institutions Government Authorities and all other business associatesfor continued support given by them to the Company and their confidence in its management.
For and on behalf of the Board of Directors Lords Chloro Alkali Limited
POLICY FOR THE SELECTION AND APPOINTMENT OF DIRECTORS TO THE BOARD
The Company's primary concern in relation to the composition of the Board is to have awell-balanced group with a variety of backgrounds skills and experience. The priority inthe nomination of a proposed board member is to identify their respective skills that willadd value to the company and which may not exist in the present composition of boardmembers.
Any Board member may recommend a candidate for a Board position to the Nomination andRemuneration Committee which shall be responsible for identifying whether the nomineemeets the criteria is suitable and whether a position exists.
If considered acceptable by the Nomination and Remuneration Committee the candidate isintroduced to the other directors and a vote taken at a Board meeting as to theappointment of the candidate to the Board.
In terms of the Constitution a person appointed as a director by the Board retires atthe next Annual General Meeting and is eligible for election as a director by the Members.
Appointment of Board members is to be considered keeping in mind a broad range ofcriteria interalia including but not be limited to qualifications skills industryexperience background integrity and other qualities required to successfully fulfillhis/her responsibilities and obligations as the member of the Board.
Criteria for Independent Director
1. For the purpose of this clause the expression independent director' shallmean a non-executive director other than a nominee director of the company:
a. who in the opinion of the Board is a person of integrity and possesses relevantexpertise and experience;
b. (i) who is or was not a promoter of the company or its holding subsidiary orassociate company or member of the promoter group of the listed entity;
(ii) who is not related to promoters or directors in the company its holdingsubsidiary or associate company;
c. apart from receiving director's remuneration has or had no material pecuniaryrelationship with the company its holding subsidiary or associate company or theirpromoters or directors during the two immediately preceding financial years or duringthe current financial year;
d. none of whose relatives has or had pecuniary relationship or transaction with thecompany its holding subsidiary or associate company or their promoters or directorsamounting to two percent or more of its gross turnover or total income or fifty lakhrupees or such higher amount as may be prescribed whichever is lower during the twoimmediately preceding financial years or during the current financial year;
e. who neither himself nor any of his relatives
(i) holds or has held the position of a key managerial personnel or is or has beenemployee of the company or its holding subsidiary or associate company in any of thethree financial years immediately preceding the financial year in which he is proposed tobe appointed;
(ii) is or has been an employee or proprietor or a partner in any of the threefinancial years immediately preceding the financial year in which he is proposed to beappointed of
(A) a firm of auditors or company secretaries in practice or cost auditors of thecompany or its holding subsidiary or associate company; or
(B) any legal or a consulting firm that has or had any transaction with the companyits holding subsidiary or associate company amounting to ten percent or more of the grossturnover of such firm;
(iii) holds together with his relatives two percent or more of the total voting powerof the company; or
(iv) is a Chief Executive or director by whatever name called of any nonprofitorganization that receives twenty-five percent or more of its receipts from the companyany of its promoters directors or its holding subsidiary or associate company or thatholds two percent or more of the total voting power of the company;
(v) is a material supplier service provider or customer or a lessor or lessee of thecompany;
f. who is less than 21 years of age.
g. who is not a non-independent director of another company on the board of which anynon- independent director of the Company is an independent director.
Other directorships / committee memberships
The Board members are expected to have adequate time and expertise and experience tocontribute to effective Board performance.
The Nomination and Remuneration Committee shall take into account the nature of and thetime involved in a Director's service on other Boards in evaluating the suitability ofthe individual Director and making its recommendations to the Board.
A Director shall not serve as Director in more than 20 companies of which not more than10 shall be Public Limited Companies. A Director shall not serve as an IndependentDirector in more than 7 Listed Companies and not more than 3 Listed Companies in case heis serving as a Whole-time Director in any Listed Company.
A Director shall not be a member in more than 10 Committees or act as Chairman of morethan 5 Committees across all companies in which he holds directorships. For the purpose ofconsidering the limit of the Committees Audit Committee and Stakeholders' RelationshipCommittee of all Public Limited Companies whether listed or not shall be included andall other companies including Private Limited Companies Foreign Companies and Companiesunder Section 8 of the Companies Act 2013 shall be excluded.
Nomination and Remuneration Policy
This Nomination and Remuneration Policy applies to the Board of Directors (the"Board") Key Managerial Personnel (the "KMP") and the SeniorManagement Personnel of Lords Chloro Alkali Limited (the "Company").
"Key Managerial Personnel" (KMP) means -
key managerial personnel" in relation to a company means
(i) the Chief Executive Officer or the Managing Director or the Manager;
(ii) the Company Secretary;
(iii) the Whole-Time Director;
(iv) the Chief Financial Officer;
(v) such other officer not more than one level below the directors who is inwhole-time employment designated as key managerial personnel by the Board; and
(vi) such other officer as may be prescribed.
The term "Senior Management" means all personnel of the Company who aremembers of its core management team excluding members of the Board of Directorscomprising all members of management one level below the executive directors includingthe functional heads.
This Policy is in compliance with Section 178 of the Companies Act 2013 read alongwith the applicable rules thereto.
The primary objective of the Policy is to provide a framework and set standards for thenomination and remuneration of Directors Key Managerial Personnel and other employeecomprising the senior management. The Company aims to achieve a balance of meritexperience and skills amongst its Directors Key Managerial Personnel and SeniorManagement.
2.1 The Board is ultimately responsible for the appointment of Directors and KeyManagerial Personnel.
2.2 The Board had delegated responsibility for assessing and selecting the candidatesfor the enrolment of Directors Key Managerial Personnel and the Senior Management of theCompany to the Nomination and Remuneration Committee which makes recommendations &nominations to the Board.
3. Nomination and Remuneration Committee
The Nomination and Remuneration Committee is responsible for:
3.1 Identifying individuals suitably qualified to be appointed as the Director and KMPsor as in the Senior Management of the Company;
3.2 Recommending to the Board on the selection of individuals nominated fordirectorship;
3.3 Making recommendations to the Board on the remuneration payable to theDirectors/KMPs/Senior Officials so appointed/reappointed;
3.4 Assessing the independence of Independent Directors;
3.5 Such other key issues/matters as may be referred by the Board or as may benecessary in view of the provisions of the Companies Act 2013 and Rules there under.
3.6 To make recommendations to the Board concerning any matters relating to thecontinuation in office of any Director Senior Management at any time including thesuspension or termination of service of an Executive Director as an employee of theCompany subject to the provision of the law and their service contract;
3.7 Ensure that level and composition of remuneration is reasonable and sufficientrelationship of remuneration to performance is clear and meets appropriate performancebenchmarks;
The Nomination and Remuneration Committee comprises of the following:
a) The Committee shall consist of a minimum 3 or more non-executive directors majorityof them being independent.
b) The quorum shall be either two members or one third of the members of the committeewhichever is greater including at least one independent director in attendance.
c) Membership of the Committee and Nomination and Remuneration policy shall bedisclosed in the Annual Report.
d) Term of the Committee shall be continued unless terminated by the Board ofDirectors.
a) Chairman of the Committee shall be an Independent Director.
b) Chairman of the Company may be appointed as a member of the Committee but shall notbe a Chairman of the Committee.
c) In the absence of the Chairman the members of the Committee present at the meetingshall choose one amongst them to act as Chairman.
d) Chairman of the Nomination and Remuneration Committee could be present at the AnnualGeneral Meeting or may nominate some other member to answer the Members' queries.
COMMITTEE MEMBERS INTERESTS
a) 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.
b) The Committee may invite such executives as it considers appropriate to be presentat the meetings of the Committee.
a) 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.
b) In the case of equality of votes the Chairman of the meeting will have a castingvote.
4. Appointment of Directors/KMPs/Senior Officials
4.1 Enhancing the competencies of the Board and attracting as well as retainingtalented employees for role of KMP/a level below KMP are the basis for the Nomination andRemuneration Committee to select a candidate for appointment to the Board. Whenrecommending a candidate for appointment the Nomination and Remuneration Committee hasregard to:
- Assessing the appointee against a range of criteria which includes but not be limitedto qualifications skills regional and industry experience background and otherqualities required to operate successfully in the position with due regard for thebenefits from diversifying the Board;
- The extent to which the appointee is likely to contribute to the overalleffectiveness of the Board work constructively with the existing directors and enhancethe efficiencies of the Company;
- The skills and experience that the appointee brings to the role of KMP/SeniorOfficial and how an appointee will enhance the skill sets and experience of the Board as awhole;
- The nature of existing positions held by the appointee including directorships orother relationships and
- The impact they may have on the appointee's ability to exercise independent judgment;
4.2 Personal specifications to be broadly considered:
- Holding relevant education qualification in relevant disciplines;
- Experience of management in a diverse organization;
- Excellent interpersonal communication and representational skills;
- Demonstrable leadership skills;
- Commitment to high standards of ethics personal integrity and probity;
- Commitment to the promotion of equal opportunities community cohesion and health andsafety in the workplace;
- Having continuous professional development to refresh knowledge and skills.
5. Letters of Appointment
Each Director/KMP/Senior Officials is required to sign the letter of appointment withthe Company containing the terms of appointment and the role assigned in the Company.
6. Remuneration of Directors Key Managerial Personnel and Senior Management
The guiding principle is that the level and composition of remuneration shall bereasonable and sufficient to attract retain and motivate Directors Key ManagementPersonnel and other senior officials. The Directors Key Management Personnel and othersenior official's salary shall be based & determined on the individual person'sresponsibilities and performance and in accordance with the limits as prescribedstatutorily if any.
The Nominations & Remuneration Committee determines individual remunerationpackages for Directors KMPs and Senior Officials of the Company taking into accountfactors it deems relevant including but not limited to market business performance andpractices in comparable companies having due regard to financial and commercial health ofthe Company as well as prevailing laws and government/other guidelines.
a) Base Compensation (fixed salaries)
Must be competitive and reflective of the individual's role responsibility andexperience in relation to performance of day-to-day activities usually reviewed on anannual basis; (includes salary allowances and other statutory/non-statutory benefitswhich are normal part of remuneration package in line with market practices).
b) Variable salary:
The nomination and remuneration committee may in its discretion structure any portionof remuneration to link rewards to corporate and individual performance fulfilment ofspecified improvement targets or the attainment of certain financial or other objectivesset by the Board. The amount payable is determined by the Committee based on performanceagainst pre-determined financial and non-financial metrics.
6.1 The Independent Directors shall not be entitled to any stock option and may receiveremuneration by way of fee for attending meetings of the Board or Committee thereof or forany other purpose as may be decided by the Board and profit related commission as may beapproved by the members. The sitting fee to the Independent Directors shall not be lessthan the sitting fee payable to other directors.
6.2 The remuneration payable to the Directors shall be as per the Company's policy andshall be valued as per the Income Tax Rules.
6.3 The remuneration payable to the Key Managerial Personnel and the Senior Managementshall be as may be decided by the Board having regard to their experience leadershipabilities initiative taking abilities and knowledge base.
7. Evaluation/ Assessment of Directors/ KMPs/Senior Officials of the Company -
The evaluation/assessment of the Directors KMPs and the senior officials of theCompany is to be conducted on an annual basis on such criteria as may be deemed fit andappropriate.
The Executive Director/Non-Independent Directors along with the Independent Directorswill evaluate/assess each of the Independent Directors on the such parameters as may bedeemed fit and appropriate. Only the Independent Director being evaluated will notparticipate in the said evaluation discussion.