This Nomination and Remuneration Policy is being formulated in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto to consider human resources as its invaluable assets, to pay equitable remuneration to all Directors, Key Managerial Personnel (KMP) and employees of the Company, to harmonize the aspirations of human resources consistent with the goals of the Company. This policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Nomination and Remuneration Committee (NRC or the Committee) and has been approved by the Board of Directors.
The Policy is applicable to
• Key Managerial Personnel
• Senior Management Personnel
i. Board means Board of Directors of the Company.
ii. Directors mean Directors of the Company.
iii. Committee means Nomination and Remuneration Committee of the Company as constituted or reconstituted by the Board.
iv. Company means Patanjali Ayurved Limited.
v. Independent Director means a director referred to in Section 149 (6) of the Companies Act,2013.
vi. Key Managerial Personnel (KMP) means-
(i) Executive Chairman and / or Managing Director / Chief Executive Officer or Manager;
(ii) Whole-time Director;
(iii) Chief Financial Officer;
(iv) Company Secretary;
(v) Such other officer as may be prescribed under the applicable statutory provisions / regulations.
(vi)mean 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.
i.) To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors and persons who may be appointed in Senior Management and Key Managerial positions and to determine their remuneration.
ii) To Recommend remuneration based on the Company’s size and financial position and trends and practices on remuneration prevailing in peer companies.
iii) To carry out evaluation of the performance of Directors, as well as Key Managerial and Senior Management Personnel.
iv) To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.
This policy shall be effective from 27.03.2017.
The Constitution of the Nomination and Remuneration Committee has been amended and is comprises of following Directors:
1. Mr. Rakesh Mittal- Chairman (Independent Non – Executive Director)
2. Mr. Ajay Arya – Member (Independent Non – Executive Director)
3. Ms. Sumedha – Member (Independent Non – Executive Director)
The Board has the power to reconstitute the Committee consistent with the Company’s policy and applicable statutory requirement.
• This Policy is divided in three parts:
Part – A covers the matters to be dealt with and recommended by the Committee to the Board, Part – B covers the appointment and nomination and
Part–C covers remuneration and perquisites etc.
• The key features of is Company’s policy shall be included in the Board’s Report.
PART – A
MATTERS TO BE DEALT WITH, PERUSED AND RECOMMENDED TO THE BOARD BY THE NOMINATION AND REMUNERATION COMMITTEE
The Committee shall:
i.) Formulate the criteria for determining qualifications, positive attributes and independence of a director.
ii) Identify persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in this policy.
iii) Recommend to the Board, appointment and removal of Director, KMP and Senior Management Personnel.
iv)To carry out evaluation of Director’s performance.
v) To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable.
vi)To perform such other functions as may be necessary or appropriate for the performance of its duties.
PART – B
POLICY FOR APPOINTMENT AND REMOVAL OF DIRECTOR, KMP AND SENIOR MANAGEMENT
Appointment criteria and qualifications:
1. 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.
2. 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.
3. The Company shall not appoint or continue the employment of any person as Whole time Director / Managing 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.
Term / Tenure:
1. Managing Director/Whole Time Director:
The Company shall appoint or re-appoint any person as its Managing Director, or Whole Time 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.
2. Independent Director:
i.) 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.
ii) No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of five 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.
iii) 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.
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 disqualification mentioned in the Companies Act, 2013, rules made thereunder or under any other applicable Act, rules and regulations, 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 Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Companies Act, 2013 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.
PART – C
POLICY RELATING TO THE REMUNERATION FOR THE WHOLE-TIME DIRECTOR, KMP AND SENIOR MANAGEMENT PERSONNEL
1. The remuneration / compensation / commission etc. to the 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.
2. Appraisals to the existing remuneration / compensation structure may be recommended by the Committee to the Board and appraisals will be effective from the date as may be approved by the Management from time to time.
3. Where any insurance is taken by the Company on behalf of its Managing Director , Chief Financial Officer, the Company Secretary and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.
REMUNERATION TO WHOLE-TIME / EXECUTIVE / MANAGING DIRECTOR, KMP AND SENIOR MANAGEMENT PERSONNEL:
The Remuneration/ Commission etc. to be paid to Managing Director / Whole-time Directors, etc. shall be governed as per provisions of the Companies Act, 2013 and rule made there under or any other enactment for the time being in forceThe Whole-time Director / Managing Director shall not be eligible for any monthly remuneration, However The Nomination and Remuneration Committee shall make such recommendations to the Board of Directors, as it may consider appropriate with regard to remuneration to Managing Director / Whole-time Directors.
REMUNERATION TO NON- EXECUTIVE / INDEPENDENT DIRECTOR:
No remuneration shall be paid to any of the Non-Executive Directors / Independent Directors of the Company.
2. Sitting Fees:
The Non- Executive / Independent Director will not receive any remuneration by way of fees for attending meetings of Board or Committee thereof.
3. Stock Options:
An Independent Director shall not be entitled to any stock option of the Company.
The Committee may issue guidelines, procedures, formats, reporting mechanism and manuals in supplement and for better implementation of this policy as considered appropriate.
The Committee may Delegate any of its powers to one or more of its members.