D & H INDIA LIMITED
NOMINATION AND REMUNERATION POLICY
At all levels and all times monetary compensation has been if not the sole but the most important motivational aspect for getting the job fulfilled under any given business scenario.
It is the endeavor of the Company that its Nomination & Remuneration Policy (NRP) should represent the mode in which the Company carries out its business practices i.e. fair, transparent, inclusive and flexible.
The Company strives that its Remuneration Policy should attract, motivate, improve productivity and retain manpower, by creating a congenial work environment, encouraging initiatives, personal growth and team work, and inculcating a sense of belonging and involvement, besides offering appropriate remuneration packages and superannuation benefits.
In pursuance of the Company’s policy to consider human resources as its invaluable assets, to pay equitable remuneration to all Directors, Key Managerial Personnel (KMPs) and Employees of the company, to harmonize the aspirations of human resources consistent with the goals of the company and in terms of the provisions of the Companies Act, 2013, And SEBI (Listing Obligations & Disclosure Requirements), Regulation 2015 (“LODR”). In case of any inconsistency between the provisions of law and this remuneration policy, the provisions of the law shall prevail and the Company shall abide by the applicable law. This policy on nomination and remuneration of Directors, KMPs and Senior Management has been formulated by the Nomination and Remuneration Committee (“NRC”) and approved by the Board of Directors (BOD) of the Company.
CONSTITUTION OF COMMITTEE:
The BOD of the Company has constitutes a committee to be known as the Nomination and Remuneration Committee (NRC) consisting of three or more non-executive directors out of which not less than one-half are independent directors. The Chairman of the NRC is an Independent Director. However, the chairperson of the company (whether executive or nonexecutive) may be appointed as a member of the NRC but shall not chair such NRC."
QUORUM OF THE NCR:
The quorum for the meeting of the NRC shall be either 2 (Two) members or one third of the members of the NRC, whichever is greater, including at least one Independent Director physically present in the meeting.
The NRC and this Policy shall be in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Regulation 19 of the SEBI (LODR) Regulations, 2015 as amended from time to time. The objective of this policy is to lay down a framework in relation to remuneration of Directors, KMP, Senior Management Personnel and the Key Objectives of the Committee would be:
PERIODICITY OF MEETING
NRC meeting shall be conducted when any appointment of Directors/ KMP’s/Senior Management takes place or any revision in remuneration is required to be taken place. However, the Committee shall meet atleast once in a Financial Year (April to March).
The Policy shall be applicable for recommendation of the appointment as well as change in remuneration of the following categories of the persons in the company;
“Act” means the Companies Act, 2013 and Rules framed there under, as amended from time to time.
“Board” or “BOD” means Board of Directors of the Company.
“Directors” mean Directors of the Company.
“Independent Director” means as defined under section 2(47) of the Companies Act, 2013.
“Key Managerial Personnel” or “KMPs” means;
“Policy” or “This Policy” or “NRP’ means, “Nomination and Remuneration Policy.”
“Senior Management” means the personnel of the company who are members of its core management team excluding Board of Directors comprising all members of management one level below the executive directors, including the functional heads, like General Manager/Manager/President/Vice President of Finance, Marketing, HR, Plant, Purchase, Logistic, Legal, etc. or having any such other designation like Assistant Manager, but is incharge of the concerned department if any and is required to report to any of the KMPs or the Board directly as the case may be from time to time.
APPOINTMENT CRITERIA AND QUALIFICATIONS:
Term / Tenure:
The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Director or Executive Director for a term not exceeding five years at a time subject to the approval by way of ordinary/special resolution if any as may be required. No re- appointment shall be made earlier than one year before the expiry of term.
An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution 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 of upto maximum of 5 years each, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.
The Committee shall carry out evaluation of performance of every Director, KMP and Senior Management Personnel at regular interval (yearly).
Due to reasons for any disqualifications mentioned in the Act or under any other applicable Act, rules and regulations there under, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the said Act, rules and regulations.
The Directors, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion in retain the Director, KMP, Senior Management Personnel in the same position/remuneration or otherwise even after attaining the retirement age, upon the recommendation of the NRC for the benefit of the Company.
The Board shall consist of such number of Directors, including atleast one women Director and not less than fifty percent of the Board of Directors comprising non-executive directors, as is necessary to effectively manage the Company of its size.
When the Chairman of the Board is a non-executive director, at least one-third of the Board should comprise independent directors and in case the Company does not have a regular non-executive Chairman or in case the regular non-executive Chairman is a promoter of the Company, at least half of the Board comprise independent directors.
The Committee will lead the process for Board appointments. All Board appointments will be based on the skills, diverse experience, independence and knowledge which the Board as a whole requires to be effective. The Committee shall seek to address Board vacancies by actively considering candidates that bring a diversity of background and opinion from amongst those candidates with the appropriate background and industry or related expertise and experience. The candidates will be considered against objective criteria, having due regard to the benefits of diversity on the Board.
Additionally, the Board may consider appointment of experts from various specialized fields such as finance, law, information technology, corporate strategy, marketing and business development, international business, operations management etc. so as to bring diversified skill sets on board or succeed any outgoing director with the same expertise.
POLICY FOR REMUNERATION TO DIRECTORS/KMPs/SENIOR MAMAGEMENT PERSONNEL:
The Remuneration/ Compensation/ Commission etc. to be paid to Director/Managing Director etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force.
The Non-Executive/Independent Director may receive remuneration/ compensation/commission as per the provisions of the Companies Act, 2013. The amount of sitting fees shall be subject to limits as provided under the Companies Act, 2013 and rules made there under or any other enactment for the time being in force.
The duties of the Committee in relation to nomination matters include:
The duties of the Committee in relation to remuneration matters include:
REVIEW AND AMENDEMENT:
The Policy is approved by the Board of Directors at their meeting held on 21st January 2021 and came into force w.e.f. 21st January 2021.
By Orders of the Board
CS Rajesh Sen
Company Secretary & Compliance Officer