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Nimbus Foods Industries Ltd.

BSE: 531598 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE301B01020
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OPEN 0.72
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VOLUME 800
52-Week high 0.84
52-Week low 0.19
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.76
Buy Qty 5067.00
Sell Price 0.71
Sell Qty 800.00

Nimbus Foods Industries Ltd. (NIMBUSFOODS) - Director Report

Company director report

To

THE MEMBERS of NIMBUS FOODS INDUSTRIES LIMITED

Your Directors have pleasure of presenting their 23rd Annual Reporton the business and operations of the Company together with the Audited Statements ofAccounts of the Company for the year ended on

31st March 2018.

FINANCIAL PERFORMANCE/HIGHLIGHTS:

The Financial Performance of the company for the year ended 31st March; 2018is summarized as below:

(Amount in Lakhs.)
Particulars

Year Ending 31st March 2018

Year Ending 31st March 2017

Total Revenue from operations (Net) (Incl. changes in inventory) 921.39 1249.92
Less: Expenditure (890.71) (1197.01)
Profit/(loss)before Interest Depreciation Tax

30.68

52.91

Less: Interest 0 0
Less: Depreciation & Amortization Cost (26.8) (22.48)
Profit/(loss)Before Tax

3.88

30.44

Less: Tax Expenses (3.23) (11.63)
Profit/(loss)after Tax

0.65

18.81

DIVIDEND:

To conserve the resources for the future requirement of the company your directorshave not recommended any dividend for the year.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there was no unpaid/unclaimed dividend the provisions of Section 125 of theCompanies Act 2013 do not apply.

TRANSFER TO RESERVES:

During the year under review the Company has not transferred any amount to reserves.

CHANGE IN THE NATURE OF THE BUSINESS:

During the year there is no change in the nature of the business of the Company.

PUBLIC DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 ("the Act") read with theCompanies (Acceptance of Deposit) Rules 2014 during the period under review. Hence therequirement for furnishing the details of deposits which are not in compliance withChapter V of the Act is not applicable.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary Joint venture or Associate Company.

BOARD OF DIRECTORS:

a) Composition of Board:

Name of Directors Designation Category

No. of Board Meeting held during the year

No. of Board Meeting attended during the year

Mr. Sanjay Mangal Chairman Independent 7 6
(Up to 27th December 2018)
Mr. Shailesh Chairman Independent 7 1
Shrivastava (w.e.f. 27/12/2017)
Mr. Arvind A. Thakkar Director Independent 7 6
Mr. Amit J. Khaksa Whole Time Director Promoter Executive 7 7
Mrs. Priti Wadhwani Women Director Non- Independent Non-Executive 7 6
Mr. Sharad Khandelwal Director Non- Independent Non-Executive 7 6

b) Changes in the Board during the year:

I. Resignation:

During the year Mr. Sanjay Gulab Chandra Mangal (DIN: 05355390) resigned fromthe post of Chairman and Director of the Company w.e.f. 27th December 2017.

II. Appointment:

During the year Mr. Shailesh Haribabu Srivastava (DIN: 08030825) was appointedas Chairman and Additional Director of the company w.e.f. 27th December2017.

c) Retirement by rotation:

As per the provisions of Section 152 of the Companies Act 2013 Ms. Priti Wadhwani(DIN: 03230600) is liable to retire by rotation at the ensuing Annual General Meeting andbeing eligible offers herself for reappointment. Your Directors recommend herreappointment.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

Regular meetings of the Board are held to discuss and decide on various businesspolicies strategies financial matters and other businesses.

During the year under review the Board duly met Seven (7) times on 30thMay 2017 12th August 2017 14th September 2017 14thNovember 2017 14th December 2017 27th December 2017 and 12thFebruary 2018 . In respect of said meetings proper notices were given and proceedings wereproperly recorded and signed in the Minutes Book maintained for the purpose.

KEY MANAGERIAL PERSONNEL:

I. Appointment & Resignation of Key Managerial Personnel (KMP):

During the year under review Mr. Faruk H. Diwan resigned from the post ofCompany Secretary of the w.e.f. 12th February 2018. The Company hasappointed Mr. Sandip Gohel as Company Secretary cum Compliance officer w.e.f 11thMay 2018. Further Mr. Pushpendra Chauhan resigned from the post of ChiefFinancial Officer (CFO) of the company w.e.f. 11th May 2018.

DECLARATIONS BY INDEPENDENT DIRECTORS:

All the Independent Directors of the Company have given their declarations stating thatthey meet the criteria of independence as laid down under Section 149(6) of the CompaniesAct 2013 and in the opinion of the Board the Independent directors meet the saidcriteria.

STATEMENT ON FORMAL ANNUAL EVALUATION OF BOARD:

Nomination and Remuneration Committee annually evaluates the performance of individualDirectors Committees and of the Board as a whole in accordance with the formal systemadopted by it. Further the Board also regularly in their meetings held for variouspurposes evaluates the performance of all the Directors committees and the Board as awhole. The Board considers the recommendation made by Nomination and RemunerationCommittee in regard to the evaluation of board members and also tries to discharge itsduties more effectively. Each Board member's contribution their participation wasevaluated and the domain knowledge they bring. They also evaluated the manner in which theinformation flows between the Board and the Management and the manner in which the boardpapers and other documents are prepared and furnished.

DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that:

I. In the preparation of the annual accounts the applicable accounting standardshave been followed.

II. The directors had selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit or loss of the Company for the year under review.

III. The directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.

IV. The directors had prepared the annual accounts on a going concern basis.

V. The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

VI. The directors had devised proper system to ensure compliance with theprovisions of all applicable laws and that such system were adequate and operatingeffectively.

AUDITORS:

A) Appointment of Statutory Auditors:

In terms of the provisions of Section 139 of the Companies Act 2013 the term ofoffice of M/s B. S. Rajput & Associates will end at the conclusion of the forthcomingAnnual General Meeting. The Board places on record its appreciation for services renderedby M/s B. S. Rajput & Associates as Statutory Auditors of the Company.

The Board has recommended appointment of M/s. Jain & Golechha (FirmRegistration No. 119637W) as Statutory Auditors of the Company. The aforementionedappointment is subject to approval of the shareholders at the forthcoming Annual GeneralMeeting. Accordingly resolution for appointment of M/s. Jain & Golechha as StatutoryAuditors of the Company for a period of 5 consecutive years from the conclusion of the 23rd(forthcoming) Annual General Meeting till the conclusion of the 28th AnnualGeneral Meeting to audit the Financial Statements of the Company from Financial Year2018-19 is proposed for approval of the members at the forthcoming AGM.

B) Secretarial Auditors:

M/s. Vishwas Sharma & Associates Company Secretaries Ahmedabad were appointedas Secretarial Auditor of the Company to conduct secretarial audit pursuant to theprovisions of Section 204 of the Companies Act 2013. The secretarial audit of the Companyhas been conducted on a concurrent basis in respect of the matters as set out in the saidrules and Secretarial Audit Report given by M/s. Vishwas Sharma & Associates CompanySecretaries Secretarial Auditor of the Company forms part of this report and is marked asAnnexure-"B".

The said report contains observation or qualifications relating to non holding ofhundred percent shareholding of promoter and promoters group in dematerialized form.

The Board of Directors of your Company would like to explain on the said observationthat-

The company had approached to all promoters who are not holding the shares in dematform to get there shares dematerialized. However same could not completed due to variousreasons.

The promoters who are holding the shares in physical form had transfer their shares toother promoter and transferee promoter has already initiated the process to dematerializedthe balance physical shares.

Further one promoter has lost his physical Share Certificate and he has applied forduplicate Share Certificate. The same will be dematerialized after getting the duplicateShare Certificate.

C) Cost Auditors:

The Company has not appointed the Cost Auditor as pursuant to Section 148 of theCompanies Act 2013 read with the Companies (Cost Records and Audit) Amendment Rules2014 the cost audit is not applicable to the Company.

HUMAN RESOURCE DEVELOPMENT:

Human Resource Development practices in your Company are guided by the principles ofrelevance consistency and fairness. Several initiatives are being implemented acrossBusinesses to strengthen talent management capability development and performancemanagement processes. Taken together these interventions are making a positive impact ontalent attraction retention and commitment.

PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGSAND OUTGO:

A. CONSERVATION OF ENERGY:

i. the steps taken or impact on conservation of energy : Nil

ii. The steps taken by the company for utilizing alternate sources of energy: None

iii. The capital investment on energy conservation equipments: Nil

B. TECHNOLOGY ABSORPTION:

i. the efforts made towards technology absorption : None

ii. The benefits derived like product improvement cost reduction product developmentor import substitution: None iii. In case of imported technology (imported during the lastthree years reckoned from the beginning of the financial year):

a) The details of technology imported : None

b) The year of import: N.A.

c) Whether the technology been fully absorbed : N.A.

d) If not fully absorbed areas where absorption has not taken place and the reasonsthereof: N.A.

e) The expenditure incurred on Research and Development : Nil

C. THERE WAS NO FOREIGN EXCHANGE INFLOW OR OUTFLOW DURING THE YEAR UNDER REVIEW.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013:

The Company has given loan guarantee or security covered under the provisions ofSection 186 of the Companies Act 2013. The details of the loans guarantees given andinvestments made by company are given in the financial statement of the Company. (Pleaserefer Note No. 3 4 and 10 of the financial statements).

PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Companies Act 2013 read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is provided in Annexure- A to the Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the year under review the Company has entered into any contracts orarrangements with related parties. The particulars of Contracts or Arrangements made withrelated parties required to be furnished under section 134(3) are disclosed in theprescribed form (Form AOC-2) which is attached to this Report as Annexure-"C".

EXTRACT OF ANNUAL RETURN:

The extract of the Annual Return pursuant to the provisions of Section 92 read withRule 12 of the Companies (Management and administration) Rules 2014 in Form MGT-9is appended here in Annexure "D" to this Report.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial Controls with reference toFinancial Statements.

The Board has inter alia reviewed the adequacy and effectiveness of the Company'sinternal financial controls relating to its financial statements. During the year suchControls were tested and no reportable material weakness was observed.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.

STATEMENT REGARDING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Company has not developed and implemented any risk management policy as the riskthreatening the business activity carried out by the Company during the year are minimal.

AUDIT COMMITTEE:

The Audit Committee of the Board provides reassurance to the Board on the existence ofan effective internal control environment that ensures:

- Safeguarding of assets and adequacy of provisions for all liabilities.

- Reliability of financial and other management information and adequacy ofdisclosures.

- Compliance with all relevant statutes.

The role of the Committee includes the following:

(a) To oversee the Company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statements are correct sufficient andcredible;

(b) To recommend the appointment remuneration terms of appointment and removal ofStatutory Auditors;

(c) To recommend the appointment remuneration and removal of Cost Auditors wherenecessary;

(d) To approve transactions of the Company with related parties includingmodifications thereto;

(e) To review and monitor the Statutory Auditors' independence and performance andeffectiveness of the audit process;

Pursuant to the provisions of section 177(8) of the Companies Act 2013 the Boardhereby discloses the composition of the Audit Committee and other relevant matters asunder:

The Audit Committee comprises:

During the year Mr. Sanjay Mangal resigned from the board on 27/12/2017 and Mr.Shailesh Shrivastava was appointed as Additional Director and Member of Audit Committee on27/12/2017 due to which Audit committee was reconstituted as under:

NAME OF THE DIRECTORS CATEGORY OF DIRECTORSHIP DESIGNATION

NUMBER OF MEETINGS

HELD

ATTENDED

Mr. Arvind A. Thakkar Independent Non Executive Chairman 6 6
Mr. Sanjay G. Mangal (Upto 27/12/2017) Independent Non Executive Member 6 5
Mr. Shailesh Shrivastava (w.e.f. 27/12/2017) Independent Non Executive Member 6 1
Mr. Amit J. Khaksa Promoter Executive Member 6 6

The Audit Committee acts in accordance with the terms of reference specified by theBoard of Directors of the Company. Further during the period under review the Board ofDirectors of the Company had accepted all the recommendations of the Committee.

During the financial year ended on 31st March 2017 the Audit Committee met Sixtimes on 30/05/2017 12/08/2017 14/09/2017 14/11/2017 14/12/2017 and 12/02/2018.

VIGIL MECHANISM/WHISTLER BLOWER POLICY:

Pursuant to the provisions of Section 177(9) of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board ofDirectors of the Company has established vigil mechanism/Whistle Blower Policy forDirectors and employees of the Company to report genuine concerns regarding unethicalbehavior actual or suspected fraud or violation of the Company's code of conduct andethics Policy. The said mechanism also provides for direct access to the Chairperson ofthe Audit Committee in appropriate or exceptional cases.

The Board of Directors of the Company frequently reviews the vigil mechanism/whistleblower policy in order to ensure adequate safeguards to employees and Directors againstvictimization.

The said policy is also available on the website of the Company at www.nimbusfoods.in

NOMINATION AND REMUNERATION COMMITTEE:

The composition of the Committee is as under:

During the year Mr. Sanjay Mangal resigned from the board on 27/12/2017 and Mr.Shailesh Shrivastava was appointed as Additional Director and chairman of Nomination andRemuneration committee on 27/12/2017 due to which Audit committee was reconstituted asunder:

NAME OF THE DIRECTORS CATEGORY OF DIRECTORSHIP DESIGNATION

NUMBER OF MEETINGS

HELD

ATTENDED

Mr. Sanjay G. Mangal (Upto 27/12/2017) Independent Non Executive Chairman - -
Mr. Shailesh Shrivastava (w.e.f. 27/12/2017) Independent Non Executive Chairman 2 2
Mr. Arvind A. Thakkar Independent Non Executive Chairman 2 2
Mr. Sharad K. Khandelwal Non-Independent Non Executive Member 2 2

The Board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Companies Act 2013 formulated the policy setting out the criteria for determiningqualifications positive attributes independence of a Director and policy relating toremuneration for Directors Key Managerial Personnel and other employees. The said policyis furnished in Annexure- "E" and is attached to this report.

During the year two meeting of the Committee were held on 27/12/2017 and14/02/2018.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholder's Relationship Committee comprises of the following members:

The Stakeholder's Relationship Committee comprises of the following members:

During the year Mr. Sanjay Mangal resigned from the board on 27/12/2017 and Mr.Shailesh Shrivastava was appointed as Additional Director and chairman of StakeholdersRelationship committee on 27/12/2017 due to which Audit committee was reconstituted asunder:

NAME OF THE DIRECTORS CATEGORY DESIGNATION
Mr. Sanjay G. Mangal (Up to 27/12/2017) Independent Non Executive Chairman
Mr. Shailesh Shrivastava (w.e.f. 27/12/2017) Independent Non Executive Chairman
Mr. Sharad K. Khandelwal Non-Independent Non Executive Member
Mr. Amit J. Khaksa Non-Independent Executive Member

Details of Investor's grievances/ Complaints:

The Company has not received any complaints during the year.. The pending complaints ofthe Shareholders/ Investors registered with SEBI at the end of the current financial yearended on 31st March 2018 are NIL.

There were no pending requests for share transfer/dematerialisation of shares asof 31st March 2018.

Compliance Officer:

During the year Mr. Faruk H. Diwan compliance officer of the company who is alsodesignated as Company Secretary resigned from the said post w.e.f. 12/02/2018. TheCompany has designated Mr. Amit Khaksa Executive Director as a Compliance Officer of theCompany for the period.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Companyhave occurred between the end of the financial year to which this financial statementsrelate and the date of this report.

SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS

IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

No significant and material order was passed by regulators or courts or tribunalsimpacting the going concern status and company's operations in future.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

The Management's Discussion and Analysis Report for the year under review asstipulated under Regulation 34(2)(e) of the Listing Regulations is given as an annexure tothis report.

FINANCIAL CALENDAR:

The Company expects to announce the unaudited/audited quarterly results for the year2018-19 as per the following schedule:

First quarter: 2nd week of August 2018 Half-yearly results: 2ndweek of November 2018 Third quarter: 2nd Week of February 2019 YearlyResults: By end of May 2019

COMPLIANCE:

The Company has complied with the mandatory requirements as stipulated under theListing Regulations.

CORPORATE GOVERNANCE:

As per the provisions of SEBI (Listing Obligations and Disclosures requirement)Regulation 2015 the annual report of the listed entity shall contain CorporateGovernance Report and it is also further provided that if the Company is not having thepaid up share capital exceeding Rs. 10 crores and Net worth exceeding Rs. 25 crores thesaid provisions are not applicable. As our Company does not have the paid up share capitalexceeding Rs. 10 crores and Net worth exceeding Rs. 25 crores the Corporate GovernanceReport is not applicable and therefore not provided by the Board.

ACKNOWLEDGEMENT:

Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.

Date: 30.05.2018

By the order of the Board

Place: Ahmedabad

For Nimbus Foods Industries Limited

Registered Office:-
Plot No. B 13 & 14
Phase-II GIDC Industrial Area

AMIT J KHAKSA

SHARAD KHANDELWAL

Naroda

Executive Director

Director

Ahmedabad 382 330

(DIN: 00142084)

(DIN: 03447732)

"ANNEXURE A"

The ratio of the remuneration of each director to the median employee's remunerationand other details in terms of Sub Section 12 of Section 197 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014:

Sr. No. Requirements Disclosure
I. The ratio of remuneration to each director to the median remuneration of the employees for the financial year Mr. Amit Khaksa (WTD) 4.51
II. The percentage increase in remuneration of each director Chief Financial Officer Chief Executive Officer Company Secretary in the financial year Nil
III. The percentage increase in the median remuneration of employees in the financial year 0.46%
IV. The number of permanent employees on the rolls of the Company as on 31st March 2018 43
V. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration. Average percentile increase made in the salaries of the employees other than the managerial personnel in the last financial year was NIL and there is no increment in the remuneration of Managerial Personnel. Hence comparison is not provided.
VI. Affirmation that the remuneration is as per the remuneration policy of the Company Yes it is confirmed

Annexure-"C" FORM NO. AOC-2

Form for Disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub section (1) of section 188 of theCompanies Act 2013 including certain arms length transaction under third proviso thereto.

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

1. Details of Contracts or arrangements or transactions not at arm's Lengthbasis

Name(s) of the related party and nature of relationship Nature of Contracts/ Arrangements/ Transactions Duration of The Contracts/ Arrangeme nts/ Transactions Salient terms of the contracts or arrange ents or transactio ns including the value if any Justification for entering into such contracts or arrangements or transactions Date(s ) of approval by the Board Amount paid as advances if any: Date on which the special resoluti on was passed in general meetin g as require d under first proviso to section 188
(a) (b) (c) (d) (e) (f) (g) (h)
NIL

2. Details of contracts or arrangements or transactions at Arm's length basis

Name(s) of the related party and nature of relationship Nature of Contracts/ Arrangements/ Transactions Duration of The Contracts/ Arrangements/ Transactions Salient terms of the contracts or arrangements or transactions including the value if any

Date(s) of approval by the Board

Amount paid as advances if any:

(a) (b) (c) (d) (e) (f)
1. Nimbus Foods Ltd Purchase of Goods On yearly basis with terms of renewal Purchase of goods - 780 14/02/2017 382911
2. Nimbus Foods Ltd Purchase of Goods On yearly basis with terms of renewal Sale of goods- 84829 14/02/2017

 

Date: 30.05.2018

By the order of the Board

Place: Ahmedabad

For Nimbus Foods Industries Limited

Registered Office:-
Plot No. B 13 & 14
Phase-II GIDC Industrial Area

AMIT J KHAKSA

SHARAD KHANDELWAL

Naroda

Executive Director

Director

Ahmedabad 382 330

(DIN: 00142084)

(DIN: 03447732)

Annexure-"E"

NOMINATION AND REMUNERATION POLICY

INTRODUCTION

In pursuance to the Company's policy to consider human resources as its invaluableassets to pay equitable remuneration to all Directors key managerial personnel andemployees of the Company to harmonies the aspirations of human resources consistent withthe goals of the company and in terms of the provisions of the Companies Act 2013 thispolicy on Nomination and Remuneration of directors Key Managerial Personnel (KMP) andSenior Management has been formulated by the Nomination and Remuneration Committee(NRC”) and approved by the Board of Directors of the Company.

CONSTITUTION OF COMMITTEE

The Board of Directors of Nimbus Foods Industries Limited (“the Company”)constituted the “Nomination and Remuneration Committee” consisting of three (3)Non-Executive Directors of which majority are Independent Directors in accordance with theprovisions of Section 178 of the Companies Act 2013.

OBJECTIVE

The Nomination and Remuneration Committee of Directors was constituted pursuant to theprovisions of Section 178 of the Companies Act 2013. The composition of the Committee isin conformity with the provisions of the said section.

The key objectives of the Committee would be:

a) To guide the Board in relation to appointment and removal of Directors KeyManagerial Personnel and Senior Management.

b) Formulate the criteria for determining qualifications positive attributesindependence of a Director and policy relating to remuneration for Directors KeyManagerial Personnel and other employees

c) To evaluate the performance of the members of the Board and provide necessary reportto the Board for further evaluation of the Board.

d) To recommend to the Board on Remuneration payable to the Directors Key ManagerialPersonnel and Senior Management

e) To provide to Key Managerial Personnel and Senior Management reward linked directlyto their effort performance dedication and achievement relating to the Company'soperations.

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

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

DEFINITIONS

“Act” means the Companies Act 2013 and Rules framed thereunder as amendedfrom time to time. “Board” means Board of Directors of the Company.“Directors” mean Directors of the Company.

“Key Managerial Personnel” means a) Chief Executive Officer or the ManagingDirector or the Manager; b) Whole-time director; c) Chief Financial Officer; d) CompanySecretary; and e) Such other officer as may be prescribed.

“Senior Management "means personnel of the company who are members of itscore management team excluding the Board of Directors including Functional Heads.

Policy for appointment and removal of Director KMP and Senior Management

A. Appointment criteria and qualifications

I. the Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel and recommend to the Board his / her appointment.

II. A person should possess adequate qualification expertise and experience for theposition he / she is considered for appointment. The Committee has discretion to decidewhether qualification expertise and experience possessed by a person is sufficient /satisfactory for the concerned position.

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

B. Term / Tenure

Managing Director/Whole-time Director:

The Company shall appoint or re-appoint any person as its Executive Chairman ManagingDirector or Executive Director for a term not exceeding five years at a time. Nore-appointment shall be made earlier than one year before the expiry of term.

Independent Director:

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

No Independent Director shall hold office for more than two consecutive terms but suchIndependent Director shall be eligible for appointment after expiry of three years ofceasing to become an Independent Director. Provided that an Independent Director shallnot during the said period of three years be appointed in or be associated with theCompany in any other capacity either directly or indirectly. However if a person who hasalready served as an Independent Director for 5 years or more in the Company as on October1 2014 or such other date as may be determined by the Committee as per regulatoryrequirement; he/ she shall be eligible for appointment for one more term of 5 years only.

At the time of appointment of Independent Director it should be ensured that number ofBoards on

Which such Independent Director serves is restricted to seven listed companies as anIndependent Director and three listed companies as an Independent Director in case suchperson is serving as a Whole-time Director of a listed company or such other number as maybe prescribed under the Act.

C. Evaluation

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

D. Removal

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

E. Retirement

The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Act and the prevailing policy of the Company. The Board will have thediscretion to retain the Director KMP Senior Management Personnel in the same position/remuneration or otherwise even after attaining the retirement age for the benefit of theCompany.

Policy relating to the Remuneration for the Whole-time Director KMP and SeniorManagement Personnel

The remuneration / compensation / commission etc. to the Whole-time Director KMP andSenior Management Personnel will be determined by the Committee and recommended to theBoard for approval. The remuneration / compensation / commission etc. shall be subject tothe prior/post approval of the shareholders of the Company and Central Governmentwherever required. While determining the remuneration of Executive Directors and KeyManagerial Personnel the Committee shall consider following factors:

i) Industry standards if the data in this regard is available.

ii) The job description.

iii) Qualification and experience level of the candidate. The remuneration payable tothe Executive Directors including the value of the perquisites shall not exceed thepermissible limits as are mentioned within the provisions of the Companies Act 2013. Theyshall not be eligible for any sitting fees for attending any meetings. The Non-ExecutiveDirectors shall not be eligible to receive any remuneration/ salary from the Company.However the Non-Executive Directors shall be paid sitting fees for attending the meetingof the Board or committees thereof and commission as may be decided by the Board/Shareholders from time to time presently the Company is not paying any sitting fee. Theyshall also be eligible for reimbursement of out of pocket expenses for attending Board/Committee Meetings.

DUTIES IN RELATION TO NOMINATION MATTERS

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

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

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

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

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

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

f) Delegating any of its powers to one or more of its members or the Secretary of theCommittee;

g) Recommend any necessary changes to the Board; and

DUTIES IN RELATION TO REMUNERATION MATTERS:

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

To consider and determine the Remuneration Policy based on the performance and alsobearing in mind that the remuneration is reasonable and sufficient to attract retain andmotivate members of the Board and such other factors as the Committee shall deemappropriate all elements of the remuneration of the members of the Board.

REVIEW AND AMENDMENTS:

i. The NRC or the Board may review the Policy as and when it deems necessary.

ii. The NRC may issue guidelines procedures formats reporting mechanism and manualin supplement and better implementation to this policy if it thinks necessary.

iii. This Policy may be amended or substituted by the NRC or by the Board and as whenrequired and also by the Compliance Officer where there is any statutory changenecessitating the change in the policy.