nimbus foods industries ltd Directors report

To,

THE MEMBERS of NIMBUS FOODS INDUSTRIES LIMITED

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

31^st March, 2018.

FINANCIAL PERFORMANCE/HIGHLIGHTS:

The Financial Performance of the company for the year ended 31^st March; 2018 is 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 directors have 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 the Companies 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 of provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the requirement for furnishing the details of deposits which are not in compliance with Chapter 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 from the post of Chairman and Director of the Company w.e.f. 27^th December 2017.

II. Appointment:

During the year Mr. Shailesh Haribabu Srivastava (DIN: 08030825) was appointed as Chairman and Additional Director of the company w.e.f. 27^th December 2017.

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 and being eligible, offers herself for reappointment. Your Directors recommend her reappointment.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

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

During the year under review, the Board duly met Seven (7) times on 30^th May 2017, 12^th August, 2017, 14^th September 2017, 14^th November 2017, 14^th December 2017, 27^th December 2017 and 12^th February 2018 . In respect of said meetings proper notices were given and proceedings were properly 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 of Company Secretary of the w.e.f. 12^th February, 2018. The Company has appointed Mr. Sandip Gohel as Company Secretary cum Compliance officer w.e.f 11^th May 2018. Further, Mr. Pushpendra Chauhan resigned from the post of Chief Financial Officer (CFO) of the company w.e.f. 11^th May, 2018.

DECLARATIONS BY INDEPENDENT DIRECTORS:

All the Independent Directors of the Company have given their declarations stating that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and in the opinion of the Board, the Independent directors meet the said criteria.

STATEMENT ON FORMAL ANNUAL EVALUATION OF BOARD:

Nomination and Remuneration Committee annually evaluates the performance of individual Directors, Committees, and of the Board as a whole in accordance with the formal system adopted by it. Further, the Board also regularly in their meetings held for various purposes evaluates the performance of all the Directors, committees and the Board as a whole. The Board considers the recommendation made by Nomination and Remuneration Committee in regard to the evaluation of board members and also tries to discharge its duties more effectively. Each Board members contribution, their participation was evaluated and the domain knowledge they bring. They also evaluated the manner in which the information flows between the Board and the Management and the manner in which the board papers 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 to state that:

I. In the preparation of the annual accounts, the applicable accounting standards have been followed.

II. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial 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 of adequate accounting records in accordance with the provisions of this Act for safeguarding the 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 the company and that such internal financial controls are adequate and were operating effectively.

VI. The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

AUDITORS:

A) Appointment of Statutory Auditors:

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

The Board has recommended appointment of M/s. Jain & Golechha (Firm Registration No. 119637W) as Statutory Auditors of the Company. The aforementioned appointment is subject to approval of the shareholders at the forthcoming Annual General Meeting. Accordingly, resolution for appointment of M/s. Jain & Golechha as Statutory Auditors of the Company for a period of 5 consecutive years from the conclusion of the 23^rd (forthcoming) Annual General Meeting till the conclusion of the 28^th Annual General Meeting to audit the Financial Statements of the Company from Financial Year 2018-19 is proposed for approval of the members at the forthcoming AGM.

B) Secretarial Auditors:

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

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

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

The company had approached to all promoters who are not holding the shares in demat form to get there shares dematerialized. However same could not completed due to various reasons.

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

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

C) Cost Auditors:

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the Company.

HUMAN RESOURCE DEVELOPMENT:

Human Resource Development practices in your Company are guided by the principles of relevance, consistency and fairness. Several initiatives are being implemented across Businesses to strengthen talent management, capability development and performance management processes. Taken together, these interventions are making a positive impact on talent attraction, retention and commitment.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND 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 development or import substitution: None iii. In case of imported technology (imported during the last three 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 reasons thereof: 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 COMPANIES ACT, 2013:

The Company has given loan, guarantee or security covered under the provisions of Section 186 of the Companies Act, 2013. The details of the loans, guarantees given and investments made by company are given in the financial statement of the Company. (Please refer 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 rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is 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 or arrangements with related parties. The particulars of Contracts or Arrangements made with related parties required to be furnished under section 134(3) are disclosed in the prescribed 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 with Rule 12 of the Companies (Management and administration) Rules, 2014 in Form MGT-9 is appended here in Annexure "D" to this Report.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

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

The Board has inter alia reviewed the adequacy and effectiveness of the Companys internal financial controls relating to its financial statements. During the year, such Controls were tested and no reportable material weakness was observed.

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

The Company has not developed and implemented any Corporate Social Responsibility initiatives 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 risk threatening 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 of an 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 of disclosures.

- Compliance with all relevant statutes.

The role of the Committee includes the following:

(a) To oversee the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;

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

(c) To recommend the appointment, remuneration and removal of Cost Auditors, where necessary;

(d) To approve transactions of the Company with related parties, including modifications thereto;

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

Pursuant to the provisions of section 177(8) of the Companies Act, 2013, the Board hereby discloses the composition of the Audit Committee and other relevant matters as under:

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 on 27/12/2017 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 the Board of Directors of the Company. Further during the period under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

During the financial year ended on 31st March 2017, the Audit Committee met Six times 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 of Directors of the Company has established vigil mechanism/Whistle Blower Policy for Directors and employees of the Company to report genuine concerns regarding unethical behavior, actual or suspected fraud or violation of the Companys code of conduct and ethics Policy. The said mechanism also provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The Board of Directors of the Company frequently reviews the vigil mechanism/whistle blower policy in order to ensure adequate safeguards to employees and Directors against victimization.

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 and Remuneration committee on 27/12/2017 due to which Audit committee was reconstituted as under:

NAME OF THE DIRECTORS	CATEGORY OF DIRECTORSHIP	DESIGNATION	NUMBER OF MEETINGS
			HELD	ATTENDED
Mr. 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 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees. The said policy is furnished in Annexure- "E" and is attached to this report.

During the year, two meeting of the Committee were held on 27/12/2017 and 14/02/2018.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee comprises of the following members:

The Stakeholders 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 Stakeholders Relationship committee on 27/12/2017 due to which Audit committee was reconstituted as under:

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 Investors grievances/ Complaints:

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

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

Compliance Officer:

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

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

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which this financial statements relate and the date of this report.

SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS

IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

No significant and material order was passed by regulators or courts or tribunals impacting the going concern status and companys operations in future.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

The Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of the Listing Regulations is given as an annexure to this report.

FINANCIAL CALENDAR:

The Company expects to announce the unaudited/audited quarterly results for the year 2018-19 as per the following schedule:

First quarter: 2^nd week of August, 2018 Half-yearly results: 2^nd week of November, 2018 Third quarter: 2^nd Week of February, 2019 Yearly Results: By end of May, 2019

COMPLIANCE:

The Company has complied with the mandatory requirements as stipulated under the Listing 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 Corporate Governance Report and it is also further provided that if the Company is not having the paid up share capital exceeding Rs. 10 crores and Net worth exceeding Rs. 25 crores, the said provisions are not applicable. As our Company does not have the paid up share capital exceeding Rs. 10 crores and Net worth exceeding Rs. 25 crores , the Corporate Governance Report is not applicable and therefore not provided by the Board.

ACKNOWLEDGEMENT:

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully 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 employees remuneration and other details in terms of Sub Section 12 of Section 197 read with Rule 5(1) of the Companies (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 the company with related parties referred to in sub section (1) of section 188 of the Companies 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) of the Companies (Accounts) Rules, 2014)

1. Details of Contracts or arrangements or transactions not at arms Length basis

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 Arms 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	3,82,911
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 Companys policy to consider human resources as its invaluable assets, to pay equitable remuneration to all Directors, key managerial personnel and employees of the Company, to harmonies the aspirations of human resources consistent with the goals of the company and in terms of the provisions of the Companies Act, 2013, this policy on Nomination and Remuneration of directors, Key Managerial Personnel (KMP) and Senior 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 the provisions of Section 178 of the Companies Act, 2013.

OBJECTIVE

The Nomination and Remuneration Committee of Directors was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013. The composition of the Committee is in 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, Key Managerial Personnel and Senior Management.

b) Formulate the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees

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

d) To recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management

e) To provide to Key Managerial Personnel and Senior Management reward linked directly to their effort, performance, dedication and achievement relating to the Companys operations.

f) To retain, motivate and promote talent and to ensure long term sustainability of talented 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 amended from 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 Managing Director or the Manager; b) Whole-time director; c) Chief Financial Officer; d) Company Secretary; and e) Such other officer as may be prescribed.

“Senior Management "means personnel of the company who are members of its core 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, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment.

II. A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether 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 as Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of 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, Managing Director or Executive Director for a term not exceeding five years at a time. No re-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 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 Boards report.

No Independent Director shall hold office for more than two consecutive terms, 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. However, if a person who has already served as an Independent Director for 5 years or more in the Company as on October 1, 2014 or such other date as may be determined by the Committee as per regulatory requirement; 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 of Boards on

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

C. Evaluation

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

D. Removal

Due to reasons for any disqualification 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.

E. Retirement

The Director, 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 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 the Company.

Policy relating to the Remuneration for the Whole-time Director, KMP and Senior Management Personnel

The remuneration / compensation / commission etc. to the Whole-time Director, KMP and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval. The remuneration / compensation / commission etc. shall be subject to the prior/post approval of the shareholders of the Company and Central Government, wherever required. While determining the remuneration of Executive Directors and Key Managerial 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 to the Executive Directors, including the value of the perquisites, shall not exceed the permissible limits as are mentioned within the provisions of the Companies Act, 2013. They shall not be eligible for any sitting fees for attending any meetings. The Non-Executive Directors 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 meeting of 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. They shall 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 and members of Senior Management and reviewing its effectiveness;

b) Ensuring that on appointment to the Board, Non-Executive Directors receive a formal letter 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 context of the Companys performance from business and compliance perspective;

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

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

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 also bearing in mind that the remuneration is reasonable and sufficient to attract retain and motivate members of the Board and such other factors as the Committee shall deem appropriate 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 manual in 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 when required and also by the Compliance Officer where there is any statutory change necessitating the change in the policy.