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Milgrey Finance & Investments Ltd.

BSE: 511018 Sector: Financials
NSE: N.A. ISIN Code: INE679T01013
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P/E 257.50
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OPEN 15.40
CLOSE 15.45
VOLUME 2700
52-Week high 23.00
52-Week low 15.40
P/E 257.50
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Milgrey Finance & Investments Ltd. (MILGREYFININV) - Director Report

Company director report

To

The Members of

Milgrey Finance and Investments Limited

1. Report:

Your Directors have presented the 37thAnnual Report together with theAudited Financial Statements for the year ended 31stMarch 2020.

2. Financial Highlights:

The Company's financial performance for the year under review along with previousyear's figures is given hereunder:

(Amount in Rs.)
Particulars Year ended 31st March 2020 Year ended 31st March 2019
Income from Operations - -
Profit before Interest Depreciation Exceptional Items Other Income and Tax (1267737) (1906641)
Less: Finance Costs 517 147766
Depreciation - -
Exceptional Items - -
Add: Other Income - 125705
Profit/(Loss)before Tax (1268254) (2054407)
Less: Tax Expense - -
Profit/(Loss)after tax (1268254) (2054407)

3. Business Performance:

During the financial year 2019-20 the Company has not earned any revenue fromoperations. There has been no change in the Business of the company during the financialyear ended on 31st March 2020.

4. Impact of CoVID-19:

During the last quarter of the year under review the incidence of CoVID-19 developedinto a global pandemic. The directors have assessed the impact of CoVID-19 on the businessof the Company and there are significant adverse impact on business revenue and changes ason balance sheet date. The company continues to handle its business operations althoughoperations of the Company have been disrupted due to the current lockdown conditions inmost part of the country.

Due to the worldwide uncertainty caused by CoVID-19 and its potential to impact thecompany the company has put in place mitigation plans to minimize the adverse impact onboth revenue and profitability. There are no material changes or commitments affecting thefinancial position of the Company between the end of the financial year and the date ofthe report.

5. Dividend:

Due to non-availability of surplus profit your Company has not declared any dividendduring the year under review.

6. Transfer to reserves:

The Company did not have any profits to be transferred to Reserves during the yearunder consideration.

7. Share Capital:

Authorized Share Capital:

The Authorized Share Capital of the Company as at 31st March 2020 wasRs.20000000/- (Two Crore only) divided into 2000000 (Twenty Lakhs) Equity Shares ofRs. 10/- each.

Issued & Subscribed Share Capital:

As on the 31st March 2020 the Issued & Subscribed Capital of theCompany stands at Rs. 19900000/- divided into 1990000 Equity Shares of Rs. 10/- each.

During the year under review the Company has not issued any shares with differentialvoting rights.

Further it has neither issued employee stock options nor sweat equity shares and doesnot have any scheme to fund its employees to purchase the shares of the Company.

8. Material changes and commitments during the year:

During the year under review there have been no material changes and commitmentsaffecting the financial position of the Company.

9. Material changes and commitments affecting financial position between the end of thefinancial year and date of report:

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year and the date ofthis Report.

10. Deposit:

The Company has not accepted any deposits from the public and as such no amount onaccount of principal or interest on deposits from public was outstanding as on the date ofthe balance sheet for the Financial Year 2019 - 2020.

11. Particulars of loans guarantees or investments made u/s 186 of the companies act2013:

The particulars of loans guarantees and investments have been disclosed in thefinancial statements which also form part of this report.

12. Corporate Social Responsibility:

The Company has not developed and implemented any Corporate Social ResponsibilityInitiatives as per the provisions of section 135(1) of the Companies Act 2013 read withCompanies (Corporate Social Responsibility Policy) Rules 2014 as the aforesaid provisionsare not applicable to the Company.

13. Conservation of energy research and development technology absorption foreignexchange earnings and outgo:

The particulars as prescribed under sub-section (3)(m) of section 134 of the CompaniesAct 2014 read with Rule 8(3) of Companies (Accounts) Rules 2014 are annexed herewith at"Annexure - I".

14. Internal control system and their adequacy:

The details with respect to the internal control systems and internal Audit has beenbriefed in Management Discussion and Analysis Report which is annexed herewith as "Annexure- II".

15. Independent Director's Declaration:

The Company has received necessary declaration from each Independent Director underSection 149(7) of the Companies Act 2013 that he / she meets the criteria ofIndependence as laid down in Section 149(6) of the Companies Act 2013.

16. Company's policy on appointment and remuneration of Directors:

Your Company has been following well laid down policy on appointment and remunerationof Directors KMP and Senior Management Personnel. The appointments of Directors are madepursuant to the recommendation of Nomination and Remuneration Committee. The remunerationof Executive Directors comprises of Basic Salary and Perquisites and follows applicablerequirements of the Companies Act 2013. Approval of shareholders and the CentralGovernment if so required for payment of remuneration to Executive Directors is soughtfrom time to time. A brief of the Policy on appointment and remuneration of Directors KMPand Senior Management is uploaded on the Company's website at www.milgrey.in The Company'sRemuneration Policy for Directors Key Managerial Personnel and Senior Management isenclosed as "Annexure -III" to this Report.

17. Board Evolution:

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration and otherCommittees.

The Nomination and Remuneration has defined the evaluation criteria procedure and timeschedule for the Performance Evaluation process for the Board its Committees andDirectors. A structured questionnaire was prepared after taking into consideration inputsreceived from the Directors covering various aspects of the Board's functioning such asadequacy of the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations and governance.

The performance evaluation of the Independent Directors was carried out by the entireBoard excluding the Directors being evaluated.

18. Directors and Key Managerial Personnel:

Sr. No. Name of Directors and KMP Designation Date of Appointment Date of Resignation
1. Mr. Mahendra Bacchawat Managing Director 14th Aug 2018 -
2. Mr. Mitesh Jaani Executive Director 12th Dec 2017 22 nd August 2019
3. Mr. Abhay Gupta Non-Executive Director 14th Aug 2018 -
4. Mrs. Minakshi Singh Independent Director 18 th June 2018 -
5. Mr. Nirdesh Shah Independent Director 18 th June 2018 -
6. Mr. Manav Kumar Independent Director 22nd August 2019 -
7. Mr. Abhishek Sanga Independent Director 22nd August 2019 -
8. Mr. Mitesh Jaani Chief Financial Officer 26th April 2019 22 nd August 2019
9. Mr. Bhim Chaudhary Chief Financial Officer 22nd August 2020 -
10. Ms. Ayushi Sharma Company Secretary & Compliance Officer 15th March 2016 08 th April 2019
11. Mr. Shrawan Kumar Jha Company Secretary & Compliance Officer 08th May 2019 22nd November 2019
12. Ms. Neha Rajan Mankame Company Secretary & Compliance Officer 30th June 2020 -

19. Changes in Directors & KMPs:

Retirement by Rotation

In accordance with the provisions of Section 152 of the Act read with Article 91 of theArticles of Association of the Company Mr. Abhay Gupta will retire by rotation at the AGMand being eligible has offered himself for re-appointment. Your Board has recommended hisre-appointment.

Key Managerial Personnel:

• Mr. Mitesh Jaani resigned from the post of Chief Financial Officer of theCompany w.e.f. 22nd August 2019.

• Mr. Bhim Chaudhary appointed as Chief Financial Officer of the Company w.e.f. 22ndSeptember 2020.

• Ms. Ayushi Sharma resigned from the post of Company Secretary & ComplianceOfficer of the Company w.e.f 8th April 2019.

• Mr. Shrawan Kumar Jha resigned from the post of Company Secretary &Compliance Officer of the Company w.e.f 22nd November 2020.

• Ms. Neha Rajan Mankame appointed as a Company Secretary & Compliance Officerof the Company w.e.f 30th June 2020.

20. Human resource:

The Company has well documented and updated policies in place to prevent any kind ofdiscrimination and harassment including sexual harassment. The Whistle Blower Policyplays an important role as a watchdog.

The Company has established a vigil mechanism for Directors and employees to reporttheir genuine concerns.

There were no employees during the whole or part of the year who were in receipt ofremuneration in excess of limits as covered under the Companies Act 2013 read with Rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

21. Board meetings:

During the year Ten (10) Board Meetings were convened and held on 8th April2019 26th April 2019 8th May 2019 20th May 2019 13thJune 2019 9th August 2019 22nd August 2019 30thAugust 2019 12th November 2019 and 11th February 2020.

The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.

Sr. No. Date of meeting T otal strength of Board No. of Directors Present
1. 8th April 2019 7 7
2. 26th April 2019 7 7
3. 8th May 2019 7 7
4. 20th May 2019 7 7
5. 13th June 2019 7 7
6. 9th August 2019 7 7
7. 22 nd August 2019 4 4
8. 30th August 2019 6 6
9. 12th November 2019 6 6
10. 11th February 2020 6 6

22. Independent Directors' Meeting:

During the year under review Independent Directors met on 11th February2020 inter-alia to discuss:

• Evaluation of the performance of Non-Independent Directors and the Board aswhole.

• Evaluation of the performance of the Chairman of the Company taking intoaccount the views of the Executive and Non-Executive Directors.

• Evaluation of the quality quantity content and timeless of flow of informationbetween the management and the Board.

23. Subsidiaries joint ventures and associate companies:

The company does not have any subsidiary/ Joint Ventures/ Associate Companies.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

Particulars of contracts or arrangements with related parties referred to in section188(1) of the Companies Act 2013 read with Rule 8(2) of Companies (Accounts) Rules 2014in prescribed Form AOC - 2is annexed herewith at "Annexure - IV".

25. Policy against sexual harassment:

The Company has framed a policy on Sexual Harassment of Women at workplace whichcommits to provide a workplace that is free from all forms of discrimination includingsexual harassment. The Policy can be viewed at Company website with the link aswww.milgrey.in

26. Vigil mechanism:

The Company has established vigil mechanism pursuant to Section 177 of the Act and theListing Agreement for Directors and Employees to report their concerns and has also takensteps to safeguard any person using this mechanism from victimization and in appropriateand exceptional cases. The said policy is uploaded on the Company's website and can beviewed at Company website with the link as www.milgrey.in

Provision for direct access to the chairperson of the Audit Committee in appropriate orexceptional cases has also be established.

During the year there have been no complaints alleging child labour forced labourinvoluntary labour and discriminatory employment.

27. Code of conduct for prevention of insider trading:

The Company has adopted a Code of Conduct for Prevention of Insider Trading under theSEBI (Prohibition of Insider Trading) Regulations 2015. The Code lays down guidelines forprocedures to be followed and disclosures to be made by insiders while trading in thesecurities of the Company. Details of dealing in the Company's shares by DesignatedPersons are placed before the Audit Committee on a quarterly basis. The Company has alsoadopted a Code of Corporate Disclosure Practices for ensuring timely and adequatedisclosure of Unpublished Price Sensitive Information by the Company to enable theinvestor community to take informed investment decisions with regard to the Company'sshares

The policy is uploaded on the Company's website and can be viewed at the Companywebsite at www.milgrey.in

28. Particulars of employees u/s 197(12) of the Companies Act 2013:

The Information & Statement of Particulars of employees pursuant to Section 197 ofthe Companies Act 2013 and Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed as "Annexure - V".

29. Directors' Responsibility Statement:

In terms of the provisions of Companies Act 2013 the Directors state that:

• In preparation of the annual accounts for the financial year ended 31stMarch 2020 the applicable accounting standards have been followed along with properexplanation relating to material departures;

• The directors had selected such accounting policies to the financial statementsand applied them consistently and made judgments and estimates that are reasonable andprudent so as to give true and fair view of the state of affairs of the Company at the endof the financial year as on 31st March 2020 and of the profit of the Companyfor that period;

• The directors had taken proper and sufficient care for maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

• The directors had prepared the annual accounts on a going concern basis; and

• The directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

• The directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

30. Committees of the Board:

The Company has duly constituted the Committees required under the Companies Act 2013read with applicable rules made thereunder and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. The Committees of the Board formed are asunder:

i. Audit Committee;

ii. Stakeholders Relationship Committee;

iii. Nomination and Remuneration Committee.

The details with respect to the composition powers roles terms of referenceMeetings of all the relevant committees are provided in the report on corporate governanceof the Company which forms part of this Annual Report.

31. Corporate Social Responsibility (CSR):

The companies on whom the provisions of the CSR shall be applicable are contained inSub Section (1) of Section 135 of the Companies Act 2013. As per the said section thecompanies having Net worth of INR 500 crore or more; or Turnover of INR 1000 crore ormore; or Net Profit of INR 5 crore or more during any financial year shall be required toconstitute a Corporate Social Responsibility Committee of the Board "hereinafter CSRCommittee" with effect from 1st April 2014.

As your Company does not fall in any of the criteria specifies above thedisclosure/reporting as applicable to CSR companies is not applicable to the Company.However the Company strives to make constant efforts to contribute to the Society bytrying to achieve a balance of economic environmental and social imperatives while atthe same time addressing the expectations of shareholders and stakeholders.

32. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future:

During the period under review no material orders have been passed by the regulatorsor courts or tribunals impacting the going concern status and company's operation infuture.

33. Auditors and their reports:

Statutory Auditor:

M/s. A.K. Kocchar & Associates Chartered Accountants (FRN. 120410W) have beenappointed as Statutory Auditors of the Company at the Annual General Meeting held on 27thSeptember 2019 till the conclusion of the Annual General Meeting to be held in the year2023.

There are no qualifications reservations or adverse marks made by the StatutoryAuditor in its report. The said report also forms a part of this Annual Report.

Secretarial Auditor:

As required under Section 204 of the Companies Act 2013 and Rules there under theBoard had appointed M/s. NKM & Associates. Practicing Company Secretaries asthe Secretarial Auditor of the Company. Report of the Secretarial Auditor has been annexedas "Annexure - VI" to this Report.

Internal Auditor:

Pursuant to Section 138 of the Companies Act 2013 and Rules thereunder the Board hasappointed M/s. Ajay Sharma & Associates as an Internal Auditor of the Company.

34. Reporting of frauds by Auditor:

During the year under review the Statutory Auditor and the Secretarial Auditor havenot reported any instances of frauds committed by the Company by its officers or employeesto the audit committee under section 143(12) of the Companies Act 2013 details of whichneeds to be mentioned in the Annual Report.

35. Extract of Annual Return:

The details forming part of the extract of the Annual Return in form MGT - 9 asrequired under Section 92 of the Companies Act 2013is annexed herewith marked as "Annexure- VII" to this Report.

36. Transfer of amounts to Investor Education and Protection Fund:

There are no amounts due and outstanding to be credited to Investor Education andProtection Fund as on 31st March 2020.

37. Risk management:

Risk management comprises all the organizational rules and actions for earlyidentification of risks in the course of doing business and the management of such risks.

Although not mandatory as a measure of good governance the Company has constituted aRisk Management Committee of the Board. The Committee reviews the Company's performanceagainst identified risks formulates strategies towards identifying new and emergent risksthat may materially affect the Company's overall risk exposure and reviews the RiskManagement Policy and structure.

This robust Risk Management framework seeks to create transparency minimize adverseimpact on business objectives and enhance the Company's competitive advantage. TheInternal Audit Department is responsible for facilitating coordination with the heads ofvarious Departments with respect to the process of identifying key risks associated withthe business manner of handling risks adequacy of mitigating factors and recommendingcorrective action.

The Company has adopted a Risk Management Policy pursuant to Section 134 of the Act.The Policy is also made available at the company's website at www.milgrey.in

38. Corporate governance:

As per Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Corporate Governance provisions are not applicable to your Company.However the Company thinks that it a good practice to follow the governance to increasethe stakeholders trust and provide you with a separate Report on Corporate Governance. Thesaid report forms part of this Annual Report and also contains certain disclosuresrequired under the Companies Act 2013.

39. Acknowledgements:

Your Directors acknowledge the dedicated service of the employees of the Company duringthe year. They would also like to place on record their appreciation for the continuedco-operation and support received by the Company during the year from bankers businesspartners and other stakeholders.

By and on behalf of the Board of Directors For Milgrey Finance and Investments Limited

Sd/- Sd/-
Mahendra Bachhawat Abhay Gupta
Managing Director Director
DIN:07547289 DIN:02294699

Place: Mumbai

Date: 30th November 2020

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The world economy is currently is experiencing the turbulence caused by the outbreak ofCoVID-19 since January 2020. India at present is one of the worst affected countries inthe world. The CoVID-19 had brought the economy to the standstill and has significantlyimpacted the overall business and GDP Growth of the Country. The GDP of India fell by 23%in the First Quarter of FY 2020. The Government of India has taken steps not only torestart the economy and also providing some support in the form of loan moratoriumextension of due dates etc. However unless the outbreak is controlled and a vaccine isdeveloped we can't expect things to normalize.

Financial Performance:

In FY 2019-20 your company reported Nil revenue and the net loss before tax stood atRs. 1268254/-. Significant Changes in the Key Financial Ratios:

Key Financial Ratios FY 2019-20 FY 2018-19

% Change (YOY)

Remarks
Debtors Turnover Ratio - - - -
Inventory Turnover Ratio - - - -
Interest Coverage Ratio - (12.90) - -
Current Ratio 7.79 14.29 (6.51) The current ratio has reduced YoY. However it is still above the desired level.
Debt -Equity Ratio 0.13 0.06 0.07 The debt to equity ratio has increased.
Operating Profit Margin - (15.17) - -
Net Profit Margin - (16.34) - -
Return on Net worth (0.14) (0.20) 0.06 Return on Networth has improved.

Opportunities and Threats:

Investments:

The volatility in stock indices in the financial year under review represents both anopportunity and challenge for the Company. Capital market activities in which most of theactivities depend on is also influenced by global events happening in the US Europe &China and hence there is an amount of uncertainty in the near term outlook of the market.

Risk Management:

The Company's risk management policy stems from a philosophy of pursuing sustainablegrowth and creating economic value while calibrating and mitigating risks. It is integralto how we plan and execute business strategies.

Credit Risk Management:

• The Company possesses a robust risk management policy to manage risk associatedwith the business.

• Customer selection is of paramount importance and in this the company'sbusiness development and credit teams have the necessary expertise to ensure assetquality.

• Underwriting decisions are based on knowledge about the prospective customer'sbusiness as well as assessment of his cash flows and ensuring adequacy of collateral orguarantees.

Operational Risk Management:

• The Company's Risk management Committee reviews and discusses all assets withsignificant risks including deliberating on the sector-specific and systemic risks in thebusiness environment.

Human Resource Risk Management:

• The Company offers a challenging and yet rewarding work environment to itsworkforce.

• Employees are trained to think like entrepreneurs and are rewarded monetarily aswell as with career advancements for their achievements.

Interest Rate Risk Management:

• The Company's resources can be a blend of fixed semi-fixed or floating rateloans while its assets offerings may or may not be fixed rate products.

• Any risk arising from this situation is however mitigated by the Companychoosing its lenders with care and with aggressive negotiation thereby ensuring the finestrates for itself; thereby keeping a positive Asset- Liability combination.

Human Resources:

People are the corner stone of our business. While we have all the processes in placeit is important that we have the right people at job to achieve the goals. Our employeesare our most important assets. The competency development of our employees continues to bea key area of strategic focus for us. We encourage employees to upgrade their skill andknowledge to keep pace with the changing dynamics of the business.

We have an adaptive recruitment and induction process to suit the businessrequirements. In order to attract retain and motivate talented and critical employees andto encourage employees to align individual performance with ownership the Company mayconsider share-based benefits to high- performing executives and mid-level managers.

Internal Control Systems:

The Company possess adequate internal control to ensure that all assets are protectedagainst loss from unauthorised use or disposition and that all transactions areauthorised recorded and reported correctly. An efficient internal audit team monitorsadherence to these controls. Statutory auditors also present their suggestions to theappropriate committees of directors for improvements in control and compliance. The Auditcommittee regularly reviews the audit findings as well as the adequacy and effectivenessof the internal control measures.

Cautionary Statement:

Statements in this Management Discussion and Analysis describing the Company'sobjectives projections estimates and expectations may be 'forward looking" withinthe meaning of applicable laws and regulations. Actual results might differ materiallyfrom those expressed or implied.

NOMINATION & REMUNERATION POLICY

Our policy on the appointment and remuneration of directors and key managerialpersonnel provides a framework based on which our human resources management aligns theirrecruitment plans for the strategic growth of the Company. The nomination and remunerationpolicy is provided herewith pursuant to section 178(4) of the Companies Act 2013 andRegulation 19 read with schedule II part D of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

INTRODUCTION:

The Company considers human resources as its invaluable assets. This policy onnomination and remuneration of Directors Key Managerial Personnel (KMPs) SeniorManagement Personnel (SMP) has been formulated in terms of the provisions of the CompaniesAct 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015in order to pay equitable remuneration to the Directors KMPs and employees of the Companyand to harmonize the aspirations of human resources consistent with the goals of theCompany.

PURPOSE:

The primary objective of the Policy is to provide a framework and set standards for thenomination remuneration and evaluation of the Directors KMP and officials comprising theSMP. The Company aims to achieve a balance of merit experience and skills amongst itsDirectors KMPs and SMPs.

OBJECTIVE:

The objective of this policy is to lay down a framework in relation to remuneration ofDirectors KMP Senior Management Personnel and other employees. The Key Objectives of thepolicy is:

• 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 assist the Board in fulfilling responsibilities.

APPLICABILITY:

This Policy is applicable to:

i. Directors viz. Executive Non-executive and Independent

ii. Key Managerial Personnel (KMPs)

iii. Senior Management Personnel (SMPs)

iv. Other Employees of the Company as applicable.

ACCOUNTABILITIES:

• The Board is ultimately responsible for the appointment of Directors and KMPs.

• The Board has delegated responsibility for assessing and selecting thecandidates for the role of Directors KMP and the SMP of the Company to the Nomination andRemuneration Committee which makes recommendations and nominations to the Board.

DEFINITIONS:

"ACT" means Companies Act 2013 and rules framed thereunder.

"BOARD" means Board of Directors of the Company as constituted fromtime to time.

"DIRECTOR" means Directors of the Company.

"POLICY" or "THIS POLICY" means Nomination andRemuneration Policy

"COMMITTEE" means Nomination and Remuneration Committee of the Company asconstituted or reconstituted by the Board from time to time.

"COMPANY" means Milgrey Finance and Investments Limited.

"REMUNERATION" means any money or its equivalent given or passed to anyperson for services rendered by him and includes perquisites as defined under theIncome-tax Act 1961;

"INDEPENDENT DIRECTOR" means a Director referred to in Section 149 (6) ofthe Companies Act 2013. Unless the context otherwise requires words and expressions usedin this policy and not defined herein but defined in the Companies Act 2013 as may beamended from time to time shall have the meaning respectively assigned to them therein.

"KEY MANAGERIAL PERSONNEL" means:

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

ii. Chief Financial Officer;

iii. Company Secretary;

iv. and such other officer as may be prescribed.

"SENIOR MANAGERIAL PERSONNEL" mean the personnel of the company who aremembers of its core management team excluding Board of Directors. Normally this wouldcomprise all members of management of rank equivalent to General Manager and aboveincluding all functional heads.

CONSTITUTION OF COMMITTEE:

The Nomination and Remuneration Committee constituted should consist of three or morenonexecutive directors out of which not less than one-half should be independentdirectors. However the chairperson of the company (whether executive or non-executive)may be appointed as a member of the Nomination and Remuneration Committee but shall notchair such Committee. In the absence of the Chairman the members of the Committee presentat the meeting shall choose one amongst them to act as Chairman.

Chairman of the Nomination and Remuneration Committee meeting could be present at theAnnual General Meeting or may nominate some other member to answer the shareholders'queries. Minimum two (2) members shall constitute a quorum for the Committee meeting.Membership of the Committee shall be disclosed in the Annual Report

ROLE OF COMMITTEE:

The Role and Powers of the Committee shall be as under:

• Formulation of the criteria for determining qualifications positive attributesand independence of a director and recommend to the Board a policy relating to theremuneration of the directors key managerial personnel and other employees;

• Formulation of criteria for evaluation of Independent Directors and the Board;

Devising a policy on Board diversity;

• Identifying persons who are qualified to become directors and who may beappointed in senior management in accordance with the criteria laid down and recommend tothe Board their appointment and removal.

APPOINTMENT AND REMOVAL OF DIRECTOR KMP AND SENIOR MANAGEMENT:

1. Appointment Criteria and Qualifications:

a) 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.

b) 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 are sufficient /satisfactory for the concerned position.

c) The Company shall not appoint or continue the employment of any person as Whole-timeDirector who has attained the age of seventy years. Provided that the term of the personholding this position may be extended beyond the age of seventy years with the approval ofshareholders by passing a special resolution based on the explanatory statement annexed tothe notice for such motion indicating the justification for extension of appointmentbeyond seventy years.

d) Appointment of Independent Directors is subject compliance of provisions of section149 of the Companies Act 2013 read with schedule IV and rules framed thereunder.

2. Term / Tenure:

a) 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.

b) Independent Director: An Independent Director shall hold office for a term up tofive consecutive years on the Board of the Company and will be eligible for re-appointmenton passing of a special resolution by the Company and disclosure of such appointment inthe Board's report. At the time of appointment of Independent Director it should beensured that number of Boards on which such Independent Director serves is restricted toseven listed companies as an Independent Director and three listed companies as anIndependent Director in case such person is serving as a Whole-time Director of a listedcompany or such other number as may be prescribed under the Act.

The maximum tenure of Independent Directors shall also be in accordance with theCompanies Act

2013 and clarifications/ circulars issued by the Ministry of Corporate Affairs in thisregard from time

to time.

3. Evaluation:

The Committee shall carry out evaluation of performance of every Director KMP andSenior Management Personnel at regular intervals i.e. yearly or at such intervals as maybe considered necessary. The same may however be delegated by the Committee.

4. Removal:

Due to reasons for any disqualification as mentioned in the Act pursuant to section 164or under any other applicable provisions rules and regulations there under the Committeemay recommend to the Board with reasons recorded in writing removal of a Director KMPor Senior

Management Personnel subject to the provisions and compliance of the said Act rulesand regulations.

5. Retirement:

Any Director other than the Independent Director KMP and Senior Management shallretire as per the applicable provisions of the Companies Act 2013 and the prevailingpolicy of the Company. The Board will have the discretion to retain the Director KMPSenior Management in the same position / remuneration or otherwise even after attainingthe retirement age for the benefit of the Company.

REMUNERATION TO DIRECTORS / KMPs/ SMPs:

1. Remuneration to Managing Director / Whole-time Directors:

a) The Remuneration/ Commission etc. to be paid to Managing Director / Whole-timeDirectors etc. shall be governed as per provisions of the Companies Act 2013 and rulesmade there under or any other enactment for the time being in force and the approvalsobtained from the Members of the Company.

b) The Nomination and Remuneration Committee shall make such recommendations to theBoard of Directors as it may consider appropriate with regard to remuneration to ManagingDirector / Whole-time Directors.

2. Remuneration to Non- Executive / Independent Directors:

a) The Non-Executive / Independent Directors may receive sitting fees and such otherremuneration as permissible under the provisions of Companies Act 2013. The amount ofsitting fees shall be such as may be recommended by the Nomination and RemunerationCommittee and approved by the Board of Directors.

b) All the remuneration of the Non- Executive / Independent Directors (excludingremuneration for attending meetings as prescribed under Section 197 (5) of the CompaniesAct 2013) shall be subject to ceiling/ limits as provided under Companies Act 2013 andrules made there under or any other enactment for the time being in force. The amount ofsuch remuneration shall be such as may be recommended by the Nomination and RemunerationCommittee and approved by the Board of Directors or shareholders as the case may be.

c) Any remuneration paid to Non- Executive / Independent Directors for servicesrendered which are of professional in nature shall not be considered as part of theremuneration for the purposes of clause (b) above if the following conditions aresatisfied:

i. The Services are rendered by such Director in his capacity as the professional; and

ii. In the opinion of the Committee the director possesses the requisite qualificationfor the practice of that profession.

3. Remuneration to Key Managerial Personnel and Senior Management:

a) The remuneration to Key Managerial Personnel and Senior Management shall consist offixed pay and incentive pay in compliance with the provisions of the Companies Act 2013and in accordance with the Company's Policy.

b) The Fixed pay shall include monthly remuneration employer's contribution toProvident Fund contribution to pension fund pension schemes etc. as decided from totime.

c) If any Managerial Personnel draws or receives directly or indirectly by way ofremuneration any such sums in excess of the limits prescribed under the Companies Act2013 or without the

prior sanction of the Central Government where required he / she shall refund suchsums to the Company and until such sum is refunded hold it in trust for the Company.

d) Increments if declared to the existing remuneration / compensation structure shallbe recommended by the Committee to the Board which should be within the limits approved bythe Shareholders in the case of Managerial Personnel.

4. Familiarization Program for Independent Directors:

The Company shall familiarize the Independent Directors with the company their rolesrights responsibilities in the Company nature of the industry in which the Companyoperates business model of the company etc. through various programs.

PROCEEDINGS OF THE MEETING:

Proceedings of all meetings must be recorded in the Minutes Book and signed by theChairperson of the

Committee at the subsequent meeting. Minutes of the Committee meeting will becirculated at the

subsequent Board and Committee meeting for noting.

REVIEW AND AMENDMENT TO THE POLICY:

The Board of Directors on its own and / or as per the recommendations of Nomination andRemuneration

Committee can amend this Policy as and when deemed fit.

• The Committee or the Board may review the Policy as and when it deems necessary.

• The Committee may issue the guidelines procedures formats reporting mechanismand manual in supplement and better implementation to this Policy if it thinks necessary.

• This Policy may be amended or substituted by the Committee or by the Board asand when required and also by the Compliance Officer where there is any statutory changesnecessitating the change in the policy.

• In case of any amendment(s) clarification(s) circular(s) etc. issued by therelevant authorities not being consistent with the provisions laid down under thisPolicy then such amendment(s) clarification(s) circular(s) etc. shall prevail upon theprovisions and this Policy shall stand amended accordingly from the effective date as laiddown under such amendment(s) Clarification circular(s) etc.

DISCLOSURE:

The details of this Policy and the evaluation criteria as applicable shall be disclosedin Annual Report as part of Board's Report.

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