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Nomination & Remuneration Committee

The company's Nomination and Remuneration Committee operates with a clear mandate to align with both listing agreement clauses and the stipulations of Section 178 of the Companies Act, 2013. This dual compliance ensures that its functions are not only legally sound but also adhere to bestpractice governance principles. The committee is responsible for identifying and recommending qualified candidates for directorial and senior management positions, as well as for formulating the policy on remuneration. Its work is critical in ensuring that the company attracts and retains top talent, and that compensation structures are fair, transparent, and linked to the company's longterm strategic objectives and overall performance. The committee's dedication to these responsibilities is essential for maintaining strong leadership and driving sustainable growth.

Composition and Independence

The Nomination and Remuneration Committee is composed of qualified, independent members with significant expertise. For the financial year ended March 31, 2025, the committee includes Sunderlal Bothra, Lubdha Porwal, and Aditya Kumar Saran. Mr. Aditya Kumar Saran serves as the Chairperson.
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Sunderlal Bothra

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Lubdha Porwal

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Aditya Sukharam Saran

Independent Director

Independent Director

Managing Director

Responsibilities and Functions
 
Operating under a formal charter approved by the Board, the committee oversees the selection, nomination, and compensation of directors and key management personnel. Its responsibilities include:
 
Nomination and Succession Planning: The committee identifies suitable candidates for director positions based on their qualifications, skills, and experience. It assesses the independence and integrity of potential nominees and recommends them to the Board. It also develops a comprehensive succession plan for key leadership roles to ensure a continuous pipeline of talent.
 
Board and Director Evaluation: The committee facilitates the evaluation of the performance of the entire Board, its committees, and individual directors. By establishing a robust evaluation process, it assesses the effectiveness of the Board's composition, structure, and decision-making. The committee then recommends measures to enhance overall performance.
 
Remuneration Policies and Framework: The committee develops and reviews the company's remuneration policies, ensuring that compensation for directors and senior management is competitive, fair, and aligned with company and individual performance. It carefully considers the company's financial position and performance when determining compensation packages.
 
Performance Evaluation and Compensation: The committee reviews the performance of key managerial personnel and recommends appropriate compensation and incentives based on their contributions and market trends. This ensures that remuneration promotes a culture of accountability and long-term sustainability.
 
Disclosures and Compliance: The committee oversees all disclosure requirements related to the remuneration of directors and key management personnel in the annual report and other statutory filings. It ensures full compliance with all applicable laws and corporate governance guidelines.
 
Shareholder Communication: The committee actively engages with shareholders regarding nomination and remuneration practices. It addresses any concerns or questions raised by shareholders on these matters.


Remuneration Policy

The payment of remuneration to the Managing Director is determined by the agreements between the company and the individual. This compensation is governed by resolutions passed by both the Board of Directors and the company's shareholders, ensuring that all payments are properly authorized and transparent.
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