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Max Heights Infrastructure Ltd.

BSE: 534338 Sector: Infrastructure
NSE: N.A. ISIN Code: INE393F01010
BSE 00:00 | 17 Sep 14.09 0.64
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NSE 05:30 | 01 Jan Max Heights Infrastructure Ltd
OPEN 14.00
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VOLUME 128
52-Week high 15.54
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P/E 10.06
Mkt Cap.(Rs cr) 22
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Sell Price 0.00
Sell Qty 0.00
OPEN 14.00
CLOSE 13.45
VOLUME 128
52-Week high 15.54
52-Week low 9.50
P/E 10.06
Mkt Cap.(Rs cr) 22
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Max Heights Infrastructure Ltd. (MAXHEIGHTS) - Director Report

Company director report

To

The Members of

Max Heights Infrastructure Limited.

Your Directors have pleasure in presenting the 39th Directors' Report of your Companytogether with the Audited Statement of Accounts and the Auditors' Report of your companyfor the financial year ended 31st March 2020.

1.FINANCIAL HIGHLIGHTS AND STATE OF COMPANY'S AFFAIRS

a) FINANCIAL RESULTS

(Amount in )

Particulars

Standalone

Consolidated
Current Year Previous Year Current Year Previous Year
Total Income 35163426.00 59017503.00 439925235.82 458600182.37
Total Expenses 30499865.27 50156800.84 421059466.98 435379119.91
Profit / Loss before tax 4663560.73 8860702.16 18865768.84 23221062.46
Tax Expenses
Current Tax 1089050.00 2314220.00 4677110.00 5991520.00
Earlier years tax 0.00 0.00 0.00 0.00
Deferred Tax (23020.00) (10440.00) (12131.16) (52687.46)
Profit / Loss after Tax 3597530.73 6556922.16 14200790.00 17176854.50
Net Profit Transferred to Reserves 0.00 0.00 0.00 0.00
Earnings per share
Basic 0.23 0.42 0.83 0.83
Diluted 0.23 0.42 0.83 0.83

(b) (i) Highlights of the Company's Performance (Standalone) for the year ended 31stMarch 2020 are as under:

During the year the Company recorded a Total Revenue of 35163426.00/- (previousyear 59017503.00/-). The Company recorded a Net Profit of 3597530.73/- during thefinancial year ended 31st March 2020 as compared to a Net Profit of 6556922/- in theprevious year.

(ii) Highlights of the Company's Performance (Consolidated) for the year ended 31stMarch 2020

are as under:

During the year the Company recorded a Total Consolidated Revenue of 439925235.82/-(previous year 458600182.37/-). The Company recorded a Net Profit of 14200790.00/-during the financial year ended 31st March 2020 as compared to a Net Profit of17176854.50/- in the previous year.

( C) Segment-wise position of business and its operations; (Amount in )

Particulars Year ended 31.03.2020 Standalone Previous Year Ended 31.03.2019 Consolidated Year ended 31.03.2020 Previous Year Ended 31.03.2019
Segment Revenue (net sale / income from each 1 segment should be disclosed under this head)
(a) Segment - Real Estate 300.73 517.96 4289.61 4 211.37
(b) Segment - Finance 50.86 72.13 94.47 110.34
(c) Segment -Shares - - - -
Total 351.59 590.09 4384.08 4321.71
Less: Inter Segment Revenue - - - -
Revenue From Operations 351.59 590.09 4384.08 4321.71
Segment Results 2 (Profit (+) Loss (-) before tax and interest from each segment
(a) Segment - Real Estate 115.57 135.35 633.80 1 043.81
(b)Segment - Finance 50.86 72.13 94.47 110.34
(c) Segment- Shares - - - -
Total Profit before tax 166.43 207.48 728.27 1 154.15
Less: (i) Finance Cost 19.99 (21.69) ( 356.85 ) ( 422.06)
(ii) Other Un- allocable Expenditure net off unallocable income 99.79 (97.18) ( 182.76 ) ( 499.90)
Profit Before Tax 46.65 88.61 188.66 232.19
Capital Employed 3 (Segment assets - segment Liabilities)
(a) Segment - Real Estate 2437.06 2217.33 3 448.42 3 081.17
(b) Segment - Finance 444.22 622.25 1 049.09 954.14
(c) Segment – Shares - - - -
Total Capital Employed 2881.28 2839.58 4 497.51 4 035.31

(d) Share Capital

The Authorised Share Capital as at 31st March 2020 stood at 170000000/- (RupeesSeventeen Crores only) divided into 17000000 ( One Crore Seventy Lakh) equity shares of10/- (Ten) each and the paid up Equity Share Capital as on 31st March 2020 stood at156092250/- (Rupees Fifteen Crore Sixty Lakh Ninety Two Thousand Two Hundred and Fiftyonly) divided into 15609225 (One Crore Fifty Six Lakh Nine Thousand Two Hundred andTwenty Five) equity shares of 10/- (Ten) each. During the year under review there was nochange reported.

(e) Transfer to Reserves in Terms of Section 134 (3) (J) of The Companies Act 2013('The Act')

For the Financial Year ended 31st March 2020 the Company has not proposed to carryany amount to the General

Reserve Account.

(f) Dividend

During the year under review the Board of Directors has not recommended dividend onthe equity shares of the

Company due to meager profit in the financial year 2019-20.

(g) Material Changes and Commitments

In the start of the Month of March 2020 COVID -19 was gripping India and the PrimeMinister announced the National Lockdown from 25th March 2020 and it continued till 31stMay 2020 due to outbreak of COVID-19 Pandemic. The Financials Market witnessed the largescale depression. Further during the period of National Lockdown all employees have beenadvised to Work from Home where their job duty permits it until further Notice by theManagement.

There are no material changes from the end of Financial Year till the date of thisreport.

2. PUBLIC DEPOSITS

During the year under report your Company did not accept any deposits from the publicwithin the ambit of Section

73 of the Act and the Companies (Acceptance of Deposits) Rules 2014.

3. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(a) Changes in Directors and Key Managerial Personnel as on the date of this report i.During the year under review there was no change in the Directors of your Company. ii.Appointment and Resignation of Company Secretary and Compliance Officer:

? Ms. Gitika Arora resigned from the post of Company Secretary and Compliance Officerof the Company with effect from 14th June 2019.

? Ms. Vandita Arora was appointed as the Company Secretary and Compliance Officer witheffect from 31st December 2019.

(b) Retirement by rotation

In terms of the provisions of Section 152(6) of the Act and the Articles of Associationof the Company Mr. Satish Chander Narang (DIN: 00095693) retires by rotation at theensuing Annual General Meeting ('AGM') of the Company and being eligible offers himselffor re-appointment. Your Board has recommended his re-appointment.

(c) Code of conduct of Board of Directors and Senior Management

The Company has formulated a Code of Conduct for Directors and Senior ManagementPersonnel. Further the Board of Directors and Senior Management Personnel have fullycomplied with the provisions of the Code of Conduct of Board of Directors and SeniorManagement of the Company during the Financial Year ending 31st March 2020.

(d) Declaration of Independence by the Independent Directors

A declaration from Mr. Jawahar Lal Mr. Kartar Chand Ahuja and Mr. Ashok Ahuja theIndependent Directors of your Company has been received confirming that they meet thecriteria of Independence as prescribed under Section 149(6) of the Act read with Rule 5 ofthe Companies (Appointment and Qualification of Directors) Rules 2014 and Regulation16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015("SEBI Listing Regulations").

The Independent Directors have complied with the Code for Independent Directorsprescribed in Schedule IV to the Act.

Framework for Familiarization Programme for the Independent Directors and theFamiliarization Programmes imparted to independent directors are made available on thewebsite of the Company at web link http://www.maxheights.com/Policies.aspx#.

(e) Key Managerial Personnel of the Company

Mr. Naveen Narang was re-appointed as the Managing Director of the Company for a termof two years with effect from

5th February 2020. Further the Board of Directors has recommended his re-appointmentin the ensuing AGM.

Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company as on the date of this report are Mr. Naveen Narang Managing Director &Chief Financial Officer and Ms. Vandita Arora Company Secretary.

(f) Attributes qualifications and appointment of Directors

The Nomination and Remuneration Committee has adopted the attributes and qualificationsas provided in Section 149(6) of the Act and Rule 5 of the Companies (Appointment andQualification of Directors) Rules 2014 in respect of Independent Directors. TheCommittee has also adopted the same attributes and qualifications to the extentapplicable in respect of Non-Independent Directors.

All the Non-Executive Directors of the Company fulfil the fit and proper criteria forappointment as Directors. Further all Directors of the Company other than IndependentDirectors are liable to retire by rotation. One-third of the Directors who are liable toretire by rotation retire every year and are eligible for re-election.

(g) Remuneration Policy

The Board on the recommendation of the Nomination and Remuneration Committee approvedthe Remuneration Policy for the Directors Key Managerial Personnel and other employees ofthe Company a copy of which is enclosed as Annexure- I to this Report.

(h) Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of the Act SEBIListing Regulations and the Guidance Note on Board Evaluation issued by the Securities andExchange Board of India on January 5 2017 as required in terms of Section 134(3) (p) ofthe Act. The performance evaluation of the Board and individual Directors was based oncriteria approved by the Nomination and Remuneration Committee. The Directors expressedtheir satisfaction with the overall evaluation process.

In a separate meeting of independent directors performance of non-independentdirectors the Chairman of the Company and the board as a whole was evaluated taking intoaccount the views of executive directors and non-executive directors.

4. NUMBER OF BOARD MEETINGS

Seven (7) Meetings of the Board were held during the year. Details of the same areavailable in the Corporate

Governance Report section of the Annual Report.

5. BOARD COMMITTEES

Presently the Company has three Board Committees with the following members:

Mr. Ashok Ahuja Chairman
Audit Committee Mr. Naveen Narang Member
Mr. Jawahar Lal Member
Nomination and Remuneration Committee Mr. Jawahar Lal Chairman
Mr. Satish Chander Narang Member
Mr. Ashok Ahuja Member
Ms. Mansi Narang Chairperson
Stakeholders Relationship Committee Mr. Jawahar Lal Member
Mr. Ashok Ahuja Member

Committee Meetings Details of are available in the Corporate Governance Report sectionof the

Annual Report.

6. DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Act your Board of Directors to the best oftheir knowledge and ability confirm that: -

i. in the preparation of the Annual Accounts the applicable accounting standards havebeen followed and there are no material departures;

ii. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;

iii. they 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;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

7. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Act and Accounting Standard (AS) - 21 on Consolidated FinancialStatements read with AS - 23 on Accounting for Investments in Associates the auditedconsolidated financial statements is provided in the Annual Report.

8. SUBSIDIARIES ASSOCIATES AND JOINT VENTURES

As on 31st March 2020 your Company had 4 (Four) Subsidiary Companies i.e. MaxHeights Promoters Private Limited Max Heights Township & Projects Private LimitedIcon Realcon Private Limited Maxheights Realtors Limited and 1 (One) Associate Companyi.e. Max Heights Developers Private Limited. There has been no material change in thenature of the business of the subsidiaries. No Company has become or ceased to become itsSubsidiary Joint Ventures or Associate Company during the year under review.

Pursuant to the provisions of Section 129(3) of the Act a statement containing thesalient features of Financial Statements of the Company's subsidiaries in the Form no.AOC-1 is attached herewith as Annexure-II which forms part of this report.

Further pursuant to the provisions of Section 136 of the Act the Financial Statementsof the Company Consolidated Financial Statements along with relevant documents andseparate Audited Financial Statements in respect of subsidiaries are available on thewebsite of the Company.

The policy determining the material subsidiaries as approved is available on thewebsite of the

Company at web link http://www.maxheights.com/Policies.aspx#.

9. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Company provides a gender friendly workplace and has complied with provisionsrelating to the constitution of Internal Complaints Committee under the Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and constituted anInternal Complaints Committee accordingly. During the year under review there were nocases filed pursuant to Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013.

None of the employees of your Company is covered under the provisions of Rule 5(2) ofthe

Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

Disclosures relating to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are also provided in Annexure-III.

10. LISTING INFORMATION

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited (BSE) andCalcutta Stock Exchange Limited (CSE). However the Application for delisting of the equityshares of the Company from the CSE is pending with the Exchange.

The payment of listing fees for the year 2019-20 has been made to BSE Limited.

11. DEMATERIALIZATION OF SHARES

The securities of the Company are admitted with NSDL and CDSL the ISIN allotted to theCompany is

INE393F01010.

12. CORPORATE GOVERNANCE

To comply with the conditions of Corporate Governance pursuant to Regulation 34(3)read with Schedule V of the SEBI Listing Regulations with the Stock Exchanges a Report onCorporate Governance Declaration by Managing Director and Auditor's Certificate areincluded in the Annual Report as Annexure – IV to the Board Report.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the Financial Year 2019-20 the provisions of Section 135(1) of the Act readwith the Companies

(Corporate Social Responsibility Policy) Rules 2014 are not applicable.

14. RISK MANAGEMENT

The Board has approved the Risk Management Policy of the Company. The Company's riskmanagement framework is designed to address risks intrinsic to operations financials andcompliances arising out of the overall strategy of the Company. The Company managesmonitors and reports on the principal risks and uncertainties that can impact its abilityto achieve its objectives. The responsibility for management of risks vests with theManagers/ officers responsible for the day- to-day conduct of the affairs of the Companywhich lead to identification of areas where risk management processes need to bestrengthened. Annual update is provided to the Board on the effectiveness of the Company'srisk management systems and policies.

15. INTERNAL FINANCIAL CONTROLS & INTERNAL AUDIT

The Company has adequate internal financial controls with respect to the financialstatements commensurate with the size and scale of the operations of the Company. Duringthe year such controls were tested and no reportable material weakness in operation hasbeen observed. Internal audit of the Company has been carried out during the year. TheAudit Committee reviews the internal audit findings provides guidance on internalcontrols and ensures that the internal audit recommendations are implemented.

16. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The particulars of loans guarantees and investments under Section 186 of the Act havebeen

disclosed in the Financial Statements.

17. RELATED PARTY TRANSACTIONS

During the year under review all the contracts / arrangements/ transactions entered bythe Company during the Financial Year under review with related parties were in ordinarycourse of business / on an arm's length basis.

 

The details in AOC-2 of transactions entered into by the Company with itsrelated party are provided in

Annexure- V to this Report.

All Related Party Transactions were placed before the Audit Committee for approval.Omnibus approval of the Audit Committee was obtained for the transactions which were of arepetitive nature. The transactions entered into pursuant to the omnibus approval sogranted were reviewed and statements giving details of all related party transactions wereplaced before the Audit Committee on a quarterly basis. The Policy on materiality ofrelated party transactions and dealing with related party transactions as approved by theBoard is available on the website of the Company at web link http://www.maxheights.com/Policies.aspx#.

18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURT / TRIBUNALS

During the year under review no significant or material orders were passed by theRegulators / Courts /

Tribunals which would impact the going concern status of the Company and its futureoperations.

19. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Act the details forming part of the extract of theAnnual Return in Form

MGT-9 in Annexure-VI will form part of this Board Report.

20. STATUTORY AUDITORS AND AUDIT REPORT

Pursuant to the provisions of Section 139 of the Act read with Companies (Audit andAuditors) Rules 2014 as amended from time to time M/s Praveen Om Jain & Co.Chartered Accountants (Firm Registration No. No.019993N) were appointed as StatutoryAuditors from the conclusion of the 36th Annual General Meeting (AGM) held on 29thSeptember 2017 till the conclusion of the 41st AGM of the Company to be held in the year2022.

The comments made by the Auditors' in their Report are self- explanatory and do notcall for any further

comments. The Auditors' Report does not contain any qualification reservation oradverse remark.

21. COST RECORDS

The Company is not required to maintain cost records in terms of Section 148 of the Actread with the Companies (Cost Records and Audit) Rules 2014.

22. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s P B & Associates Company Secretaries in Practice to undertake theSecretarial Audit of the Company for the Financial Year 2019-20. The Secretarial AuditReport given by M/s. P B & Associates Company Secretaries in MR- 3 is provided underAnnexure- VII to this Report.

The comments made by the Secretarial Auditor are self - explanatory and do not requireany further comments. The Secretarial Auditors' Report does not contain any qualificationreservation or adverse remark.

Pursuant to Circular No.CIR/ CFD/ CMD1/ 27/ 2019 dated 8th February 2019 issued bythe SEBI the Company has obtained Annual Secretarial Compliance Report from a PracticingCompany Secretary on compliance of all applicable SEBI Regulations and circulars/guidelines issued there under and the copy of the same has been submitted with the StockExchanges within the prescribed due date.

23. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(2) read with Schedule V of the SEBI Listing Regulations is presentedin a separate section forming a part of the Annual Report.

24. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Steps taken on conservation of energy and impact thereof: Efforts to conserveelectricity by

operating only necessary lights fittings and fixtures were made during the FinancialYear 2019-20.

Steps taken by the Company for utilizing alternate sources of energy: NIL Capitalinvestment on energy conservation equipment: NIL. TECHNOLOGY ABSORPTION:

(I) Efforts in brief made towards technology absorption and benefits derived as aresult of the above efforts e.g. product improvement cost reduction productdevelopment import substitution etc : Nil

(II) No technology was/is imported during the last 3 years reckoned from the beginningof the Financial

Year)

Expenditure incurred on research and development – NIL

25. FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no foreign exchange earnings or outflow during the Financial Year 2019-20.

26. ESTABLISHMENT OF VIGIL MECHANISM

The Vigil Mechanism Policy of the Company is formulated in terms of Section 177 (9) ofthe Act read with the provisions of the SEBI Listing Regulations and thereby alsoincorporates Whistle Blower Policy to address the genuine concerns if any of thedirectors and employees. As per the said policy protected disclosures can be made by thewhistle blower to the dedicated e-mail / telephone line/ letter to Chairman of AuditCommittee.

The details of the Policy on Vigil Mechanism and Whistle Blower Policy as approved bythe Board have been stated in the Report on Corporate Governance available on the websiteof the Company at web link http://www.maxheights.com/Policies.aspx#.

27. SECRETARIAL STANDARDS

During the year under review the Company has complied with the applicable SecretarialStandards

issued by the Institute of Company Secretaries of India.

28. ACKNOWLEDGEMENT

Your directors would like to express their sincere appreciation for the assistance andco-operation received from the financial institutions banks Government authoritiescustomers vendors and shareholders during the year under review.

Your directors also wish to place on record their deep sense of appreciation for thecommitted services

by the Company's executives staff and workers.

By Order of the Board For MAX HEIGHTS INFRASTUCTURE LIMITED

Sd/-Naveen Narang Managing Director & CFO

DIN : 00095708

Date : 20th August 2020 Place : New Delhi

Regd. Off.: Max Heights Infrastructure Limited SD-65 Tower Apartment Pitampura NewDelhi- 110034.

CIN:L67120DL1981PLC179487 E-Mail ID: info@maxheights.com

NOMINATION & REMUNERATION POLICY (DIRECTORS KMP & SENIOR MANAGEMENT)

INTRODUCTION

In pursuance of the Company's philosophy to consider its employees as its invaluableassets to pay equitable remuneration to all the Directors Key Managerial Personnel (KMP)and employees of the Company to harmonize the aspirations of human resources consistentwith the goals of the Company and in terms of the provisions of the Companies Act 2013this policy on nomination and remuneration of Directors Key Managerial Personnel andSenior Management has been formulated by the Nomination & Remuneration Committee andapproved by the Board of Directors.

OBJECTIVE

The objective and purpose of the Policy are as given below:

1. To lay down criteria and terms and conditions with regard to identifying persons whoare qualified to become Directors (Executive and Non-Executive) and persons who may beappointed in Senior Management and Key Managerial positions and to determine theirremuneration.

2. To carry out evaluation of the performance of Directors as well as Key Managerialand Senior Management Personnel.

3. To provide them reward linked directly to their effort performance dedication andachievement of Organization's goals as entrusted on them.

4. To retain motivate and promote talent and to ensure long term retention of talentedmanagerial persons and create competitive advantage. In the context of the aforesaidobjectives the following policy has been framed and recommended by the Nomination &Remuneration Committee and adopted by the Board of Directors.

PART – A

POLICY FOR APPOINTMENT AND REMOVAL OF DIRECTOR KMP AND SENIOR MANAGEMENT

APPOINTMENT

1. The candidate for a position at Director KMP or Senior Management level is met bythe Managing Director in consultation with the other Directors. The interview is targetedat assessing the candidate on his/ her functional & leadership capabilities andcultural fitment to the organization.

2. The MD assesses the shortlisted candidates.

3. The selected candidate's details and the proposed compensation is shared with theNomination & Remuneration Committee for their review and suggestions. The same isshared with the Board at the next board meeting.

TERM/ TENURE

The tenure for Directors shall be governed by the terms defined in the Companies Act2013. However the tenure for other KMP and Senior Management Personnel will be governedby Terms of Appointment in accordance with the Recruitment Policy of the Company.

EVALUATION

The performance of the KMP and Senior Management Personnel is evaluated at regularintervals (half yearly/ yearly) by the Managing Director. The performance evaluation ofIndependent Directors shall be done by the Board excluding the Director being evaluatedbasis the contributions made to the Board deliberations on various matters includingbusiness strategy financial strategy operations cost and risk management etc. andsuggestions given in this regard.

REMOVAL

Due to reasons for any disqualification mentioned in the Companies Act 2013 rulesmade thereunder or under any other applicable Act rules and regulations the ManagingDirector may recommend to the Committee and the Board with reasons recorded in writingremoval of a Director subject to the provisions and compliance of the said Act rules andregulations.

For other KMP or Senior Management Personnel the removal will be governed by the Termsof Appointment in

accordance with the Recruitment Policy of the Company and the subsequent approval ofthe Managing Director.

RETIREMENT

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. TheManaging Director will have the discretion to retain the Director KMP Senior ManagementPersonnel in the same position / remuneration or otherwise even after attaining theretirement age for the benefit of the Company.

PART – B

POLICY RELATING TO EVALUATION AND REMUNERATION OF THE KMP AND SENIOR MANAGEMENT

PERSONNEL EVALUATION PROCESS:

The three Point Rating scale for performance review of Executive Director KMP andSenior Management is to be followed:

1. Rating on Basic Job Responsibilities: indicating whether the basic jobresponsibilities have been met during the year.

2. Rating on Goals: Annual rating on each goal on a five-point scale. Weighted averageof the ratings is calculated to arrive at a 'Weighted Goal Score'.

3. Rating on Capabilities Factors: The qualitative aspects of the performance isassessed using the Capabilities Factors by the supervisor on a five-point scale.

Based on a holistic view of the Three Point Rating the supervisor provides an overallRating. This rating is reviewed by the Managing Director along with the immediatereporting officer who does a Qualitative review of the performance based on the effortsput in by the employee results achieved and impact of the external and internal factorsto arrive at a 'Final Annual Rating'.

The revision in the total remuneration is directly linked to the 'Final Annual Rating'for all employees.

1. The remuneration/ compensation/ commission etc. to the KMP and Senior ManagementPersonnel will be determined by the Managing Director in consultation with other Directors(except the Independent Directors) in accordance with the Recruitment Policy of theCompany which is based upon the Final Annual Rating employee potential and marketbenchmark compensation. The revised remuneration is shared with the Nomination &Remuneration Committee for review.

2. The remuneration/ compensation/ commission etc. shall be subject to the prior/ postapproval of the shareholders of the Company and Central Government wherever required.

.