COMPENSATION COMMITTEE

In the Meeting of Board of Directors Dated 20 th September 2024, Pursuant to the provisions of section 178 of the Companies Act, 2013 and in compliance with clause 52 of the SME Equity Listing Agreement, the Board has constituted a committee of the Board of Directors, named as “NOMINATION AND REMUNERATION COMMITTEE” consisting of the following Directors of the Company:

AUDIT
COMMITTEE
STAKEHOLDERS COMMITTEE
NAME OF THE MEMBER
Mr.Palathayi C. Ramchandran
Mr. Mahesh Mor
Mr. Ravindra Loiya
STATUS IN THE COMMITTEE
Chairman
Member
Member

NATURE OF DIRECTORSHIP
Non-Executive-Independent Director
Non-Executive-Independent Director
Non-Executive-Independent Director

The Company Secretary of the Company shall act as a Secretary to the Committee. The scope and function of the Committee and its terms of reference shall be as per the policy of the Company.

Tenure: The Remuneration Committee shall continue to be in function as a committee of the Board until otherwise resolved by the Board.

Meetings: The committee Committee shall meet at least once a year and shall meet as and when the need arise for review of Managerial Remuneration. The quorum for the meeting shall be one third of the total strength of the committee or two members, whichever is higher. Meeting of the Remuneration Committee shall be called by at least seven days’ notice in advance.
Terms of Reference:


      • Identify persons who are qualified to become directors and may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment ad removal and shall carry out evaluations of every director’s performance.


      • Formulate the criteria for determining the qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for directors, KMPs and other employees.


      • Decide the salary, allowances, perquisites, bonuses, notice period, severance fees and increment of Executive Directors.


      • Define and implement the Performance Linked Incentive Scheme (including ESOP of the Company) and evaluate the performance and determine the amount of incentive of the Executive Directors for that purpose.


      • Decide the amount of Commission payable to the Whole time Directors.


      • Review and suggest revision of the total remuneration package of the Executive Directors keeping in view the performance of the Company, standards prevailing in the industry, statutory guidelines etc.


    • To formulate and administer the Employee Stock Option Scheme.