Rajkot Investment Trust Ltd Directors Report.

To,

THE MEMBERS of,

Rajkot Investment Trust Limited

Your Directors have the pleasure of presenting their 36th Annual Report on the business and operations of the Company and the accounts for the financial year ended March 31, 2018.

I. FINANCIAL PERFORMANCE:-

During the period under review your Company has made a profit of Rs. 1.06 Lacs your directors are confident and optimistic of achieving upward growth and achieving much better results in the coming years.

THE DETAILS OF THE FINANCIAL RESULTS ARE AS UNDER:

(Amount In Lacs.)
Financial Particular Year ending on 31st March, 2018 Year ending on 31st March, 2017
Total Income (Net) 51.77 58.38
Total Expenditure 46.97 48.40
Gross Profit/(Loss) 4.8 9.98
Less:
Depreciation 0.30 0.41
Extra Ordinary Items 0 0
Tax Expense 3.75 3.08
Profit/(Loss) After Tax for the year 1.06 6.90

II. DIVIDEND:

To conserve the resources for the future requirement of the company, your directors have not recommended any dividend for the year 2017-18.

III. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

In terms of Section 124 and any other applicable provisions of Companies Act, 2013, Rs 6,750/- being Unclaimed and Unpaid Dividend relating to the financial year 2009-10 is due for remittance to the Investor Education and Protection Fund established by Central Government and the same is yet to be transferred to the said fund due to inadvertent error, Company is already under process to comply with the provision.

IV. TRANSFER TO RESERVES:

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

V. 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.

VI. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD - 1 AND SECRETARIAL STANDARD – 2:

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

VII. CHANGE IN THE NATURE OF THE BUSINESS:

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

VIII. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

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

IX. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

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

X. DISCLOSURE 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.

XI. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Companys operations in future.

XII. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Pursuant to section 186(11) of the Companies Act, 2013 ("the Act"), the provisions of section 186 (4) of the Act requiring disclosure in the Financial Statements of the full particulars of the loans made and guarantees given or securities provided by a Non Banking Financial Company in the ordinary course of its business and the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient of the loan or guarantee or security are exempted from disclosure in the Annual Report. Further, pursuant to the provisions of section 186 (4) of the Act, the details of investments made by the Company are given in the Notes to the Financial Statements.

XIII. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year no contracts or arrangements were made with related parties falling under the purview of Section 188 of the Companies Act, 2013.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

XIV. 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 the Report as Annexure- A.

XV. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

A. CONSUMPTION OF ENERGY & TECHNOLOGY ABSORPTION:

As the Company is not engaged in any production activity, no steps towards conservation energy or technology absorption ate taken by the Company and hence no particulars as required under Section 134 (3) (m) of the Companies Act, 2013, in respect of Conservation of Energy, Technology Absorption are furnished by the Board

B. FOREIGN EXCHANGE EARNING & OUTGO :

Foreign Exchange Earning: NIL Foreign Exchange Outgo: NIL

XVI. KEY MANAGERIAL PERSONNEL:

During the year under review Mr. Rupesh Jain was re-appointed as Managing Director of the company for 3 years with effect from board meeting dated 19th June, 2017.

XVII. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. COMPOSITION OF BOARD:

Name of Directors Designation Category No. of Board Meeting held No. of Board Meeting attended
Mr. Rupesh jain Chairman & Managing Director Non-Promoter Executive 6 6
Mr. Manish Sharma Director Independent 6 6
Mr. Manish Saxena Director Independent 6 6
Ms. Mayanka Verma Director Non-Independent Non- Executive 6 6
Mr. Girish Rehnani Director Professional Non- Executive 6 2

ii. APPOINTMENT:

During the year under review, no director has been appointed, removed or resigned from the Board of Directors of the Company.

iii. RETIREMENT BY ROTATION

In accordance with the provisions of section 152[6] of the Act and in terms of Articles of Association of the Company, Mr. GIRISH REHANI (DIN: 03320902) being liable to retire by rotation, shall retire at the ensuing Annual General Meeting and being eligible, offer himself for reappointment. The Board recommends his reappointment.

iv. 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.

v. DECLARATION OF INDEPENDENCE:

Mr. Manish Sharma (DIN: 02921783) and Mr. Manish Saxena (DIN: 03256704) are the existing Independent Directors the Company and the Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Regulation 16(1)(b) of Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force).

vi. 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 six (6) times on 30/05/2017, 19/06/2017, 12/08/2017, 14/09/2017, 14/11/2017 and 14/02/2018 in respect of said meetings proper notices were given and proceedings were properly recorded and signed in the Minute Book maintained for the purpose.

Vii. MEETINGS OF INDEPENDENT DIRECTORS:

The Independent Directors met once during the year under review, on 14th November, 2017. The Meetings were conducted in an informal manner without the presence of the Wholetime Directors, the Non-Executive Non-Independent Directors, or any other Management Personnel.

XVIII. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (5) of the Companies Act, 2013, the Board hereby submits its responsibility Statement:—

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are 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.

XIX. DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS:

[A] AUDIT COMMITTEE:

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: During the year, Mr. Manish Sharma was designated as Chairman of Committee and the Audit Committee was reconstituted as under:

Name Of Director Category of Directorship Designation Number of meeting held Number of meeting attended
Mr. Manish Sharma Independent Non Executive Chairman 5 5
Mr. Manish Saxena Independent Non Executive Member 5 5
Mr. Rupesh Jain Executive Director Member 5 5

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.

Five meetings of the Audit Committee were held during the year viz. on 30th May, 2017,12th August 2017, 14th September, 2017, 14th November, 2017, and 14th February, 2018.

[B] NOMINATION AND REMUNERATION COMMITTEE:

During the year, Mr. Manish Sharma was designated as Chairman of Committee and the Nomination and Remuneration Committee was reconstituted as under:

Name Of Director Category of Directorship Remarks Number of meeting held Number of meeting attended
Mr. Manish Sharma Independent Non Executive Chairman 1 1
Ms. Mayanka Verma Non-Independent Non Executive Member 1 1
Mr. Manish Saxena Independent Non Executive Member 1 1

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 B" and is attached to this report.

During the financial year ended on 31st March 2018, the Nomination and Remuneration Committee met one time on 19th June, 2017.

[C] STAKEHOLDERS RELATIONSHIP COMMITTEE:

During the year, Mr. Rupesh Jain was designated as Chairman of Committee and the Stakeholders Relationship Committee was reconstituted as under:

Name Of Director Category of Directorship Designation
Mr. Rupesh Jain Managing Director Chairman
Mr. Manish Sharma Independent Non Executive Member

During the financial year ended on 31st March 2018, the Stakeholders Relationship Committee met one time on 14th November, 2017.

Details of Investors grievances/ Complaints:

All investor complaints received during the year were resolved. 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:

The Compliance officer of the Company is Mr. Rupesh Jain, Managing Director of the Company.

XX. VIGIL MECHANISM / WHISTLE 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 behaviour, 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.ritl.co.in

XXI. AUDITORS :

A. Statutory Auditors

The present Auditors of the Company M/s Kaushal & Agrawal, Chartered Accountants (Reg. No. 008846C), Chartered Accountants, were appointed as Auditors for a period of 5 year(s) at the 32nd Annual General Meeting held on 30th September, 2014 to hold office till the conclusion of 37th Annual General Meeting to be held in 2019 subject to ratification of their appointment at every AGM.

However, in accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

B. 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

C. Secretarial Auditors

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. M/s. Vishwas Sharma & Associates had been appointed to issue Secretarial Audit Report for the period ended on 31st March 2018.

Secretarial Audit Report issued by M/s. Vishwas Sharma & Associates, Practicing Company Secretary, and Company Secretaries in Form-MR-3, attached and marked as Annexure "C", for the period under review forms part of this report. The said report contains certain observation or qualifications which are as under

Qualification Explanation
(a) As per Section 203 of Companies Act, 2013 read with rule 8 of the Companies (Appointment and Remuneration of Managerial Personal)Rules, 2014, the Company has not appointed Company Secretary during the audit period The Board of Directors of your Company would like to explain on the said observation that your Company took all reasonable steps to do such appointments, but as your Company is not doing well in its present line of business activity, it failed to appoint candidates for such post. The Board of your Company continues its efforts to search right candidate for the post of Company Secretary and will appoint the Company Secretary as soon as possible.
(b) As per Section 203(1) of Companies Act, 2013, the Company has not appointed Chief Financial Officer (CFO) during the audit period. The Board of Directors of your Company would like to explain on the said observation that your Company took all reasonable steps to do such appointments, but as your Company is not doing well in its present line of business activity, it failed to appoint CFO. The Board of your Company continues its efforts to search right candidate for the post of CFO and will appoint the CFO as soon as possible.
(c) As per the regulations of 31 (2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, hundred percent of shareholding of promoter(s) and promoter group should be in Dematerialized form, however the process of dematerialization of hundred percent of shareholding of promoter(s) and promoter group has not been completed. The promoters of the Company intimated to the Company that they have already sold their all shares in past quarters/year and has given all necessary disclosures under SEBI (Substantial Acquisition of Shares and Takeover) Regulation, 2011 & SEBI (Prohibition of Insider trading) regulation, 2015 to the Company and Ahmedabad Stock Exchange. The Company hereby clarifies that the Company and/or its RTA has not received a transfer deeds alongwith those shares from buyers of such shares of the existing promoters for transfer in their name. Based on the above clarification, your Company intimates that as the promoters are not holding any shares in the Company, they cannot process /hold shares in Dematerialized form.
(d) The Company has not transferred unpaid & unclaimed dividend and Shares to Investor Education and Protection fund which is required to be transferred under section 124 (5) & 124 (6)of the Companies Act, 2013, The Board has noted the fact of non-compliance of Section 124 during the Financial Year 2017-18. Your Company like to clarify that due to inadvertent error, the Company failed to comply with applicable provisions of the said section and to rectify the error the Company has initiated the process to transfer the unclaimed dividend and shares to IEPF (Investor Education and Protection Fund).

XXII. 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.

XXIII. MANAGEMENT DISCUSSION AND ANALYSIS:

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.

XXIV. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

POLICY OF THE COMPANY:

The Company does not have any Risk Management Policy as the elements of risk threatening the Companys existence are very minimal.

XXV. 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.

XXVI. FINANCIAL CALENDAR FOR FINANCIAL YEAR 2017-18:

The Company expects to announce the unaudited/audited quarterly results for the year 2017-18 as per the following schedule: First quarter: 2nd week of August, 2018 Half-yearly results: 2nd week of November, 2018 Third quarter: 2nd Week of February, 2019 Yearly Results: By end of May, 2019

XXVII. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure "D" and is attached to this Report.

XXVIII. ACKNOWLEDGEMENTS

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.

Registered Office

By order of Board of Directors

203, Haridarshan Arcade,

For, Rajkot Investment Trust Limited

150ft Ring Road, Near Balaji Hall, sd/- sd/-
Rajkot – 360 004, Gujarat Manish Sharma Rupesh Jain
Date: 14/08/2018 Director Chairman cum Managing Director
Place: Indore (DIN: 02921783) (DIN: 06836912)

"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 MD 1.19 times
II. The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary in the financial year -
III. The percentage increase in the median remuneration of employees in the financial year -
IV. The number of permanent employees on the rolls of the Company as on 31st March, 2018 6
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.

Abhishek Verma- 2.53 Times

VI. Affirmation that the remuneration is as per the remuneration policy of the Company

Yes, it is confirmed

"Annexure-B"

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 harmonise 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 Rajkot Investment Trust 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 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 thereunder, 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.