NOMINATION AND REMUNERATION POLICY

The Board of Directors of Anupam Rasayan India Limited constituted the Nomination and Remuneration Committee at its meeting held on March 25, 2015 and re-constituted on November 11, 2020, November 07, 2023, November 09, 2024 and December 03, 2024.

1.    Objectives

The Nomination and Remuneration Committee (the “NRC”) and the Nomination and Remuneration Policy (the “Policy”) shall continue to be in compliance with the provisions of Section 178 of the Companies Act, 2013 (the “Act”) read along with the applicable rules, each as amended from time to time and Regulation 19 read with Schedule II, Part D (A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations”), as amended from time to time.  
Key objectives of the Policy are:
a.    to recommend the appointment, re-appointment and removal of Directors, Key Managerial Personnel and Senior Management;

b.    to ensure that the Board of Directors comprises individuals with appropriate qualifications, experience, expertise, integrity and diversity required for effective governance and strategic guidance; and

c.    to retain and promote talent to ensure long term sustainability of talented managerial persons and create competitive advantage.

2.    Definitions

“Articles of Association” means the articles of association of the Company as originally framed or as altered from time to time or applied in pursuance of any previous company law or of this Act;

“Board” means Board of Directors of the Company;

“Committee(s)” means committees of Board as required to be constituted by the Board under the applicable provisions of laws or any other committees constituted by the Board;

“Company” means Anupam Rasayan India Limited;

“Director(s)” means director appointed to the Board of the Company and as defined under Section 2(34) of the Act and Regulation 2(1)(d) of the SEBI Listing Regulations;

“Independent Director(s)” means a Director referred to in Section 2(47) read with Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations ;

    “Key Managerial Personnel” means key managerial personnel as defined in Section 2(51) of the Act and Regulation 2(1)(o) of the SEBI Listing Regulations as may be appointed or designated by the Board at the recommendation of the NRC;

“NRC” means the Nomination and Remuneration Committee of the Board as constituted or re-constituted by the Board from time to time;

“Policy” means this Nomination and Remuneration Policy as formulated and amended by the Board from time to time with the recommendation of the NRC;

“Senior Management” Senior Management as defined under Regulation 16(1)(d) of the SEBI Listing Regulations and shall include the officers and personnel of the Company who are members of its core management team, excluding the Board comprising all members of management one level below Chief Executive Officer or Managing Director or Whole Time Director or Manager (including Chief Executive Officer and Manager, in case they are not part of the Board of Directors) and shall specifically include the functional heads, by whatever name called and the persons identified and designated as key managerial personnel, other than the board of directors, by the Company;

Unless the context otherwise requires, the “words and expressions” used in this Policy and not defined herein but defined in the Act and the Listing Regulations, as may be amended, from time to time, shall have the meaning assigned to them therein.

3.    Applicability

This Policy is applicable to all the Directors, Independent Directors, Key Managerial Personnel, Senior Management and such other employees on significant positions as may be determined by the NRC.

4.    Role of the Nomination and Remuneration Committee

The role and scope of the NRC shall be as follows:

•    To formulate criteria for determining qualifications, positive attributes and independence of a person for appointment as Director and recommend to the Board, the Policy relating to the remuneration of the Directors, Key Managerial Personnel, Senior Management and other employees;

•    To recommend to the Board, any amendment of the Policy, as may be required from time to time;

•    To evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of Independent Director. The person recommended to the Board for appointment as Independent Director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the NRC may:

a. use the services of an external agencies, if required; 
b. consider candidates from a wide range of backgrounds, having due regard to diversity; and 
c. consider the time commitments of the candidates.

•    To identify persons who are qualified to become Director and persons who may be appointed as Key Managerial Personnel and Senior Management positions in accordance with the criteria laid down in this Policy and recommend to the Board for their appointment and removal and ascertain the integrity, qualification, expertise and experience of a person for such appointment;

•    To formulate the criteria for evaluation of performance of the Board as a whole, its Committees, Chairperson of the Board, Vice-Chairperson of the Board and individual Directors including Independent Directors, Non-Independent Directors and the Chief Executive Officer of the Company;

•    To specify the manner for effective evaluation of performance of Board as a whole, its Committees, Chairperson of the Board, Vice-Chairperson of the Board and individual Directors including Independent Directors, Non-Independent Directors and the Chief Executive Officer of the Company and whether such evaluation is to be carried out either by the Board and/or by NRC or by an independent external agency, and to review the implementation and compliance with such evaluation requirements;

•    To devise, review or amend, if required, a Policy on diversity of Board;

•    To consider whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Director;

•    To recommend to the Board, remuneration, in whatever form, payable to the Directors including Independent Directors, Key Managerial Personnel and the Senior Management;

•    To develop a succession plan for the Board, if required, from time to time;

•    To ensure that the Company do not appoint or continue the employment of any person as –

- a managing director, whole-time director or manager who has attained the age of seventy (70) years, provided however, 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 explanatory statement indicating the justification for extension of appointment beyond seventy years; and

- a non-executive director who has attained the age of seventy-five (75) years unless a special resolution is passed to that effect, based on explanatory statement indicating the justification for appointment of such a person and such compliance shall be made at the time of appointment or re-appointment or at any time prior to the non-executive director attaining the age of seventy-five (75) years;

•    To consider the term/tenure of appointment of managing director/ whole-time director which shall be subject to the provisions of the Act including any modifications, amendments, enactments, re-enactments thereof for the time being in force;

•    To carry out any other functions required to be carried out by the NRC as contained in the Act or SEBI Listing Regulations or any other applicable law, as and when amended, or as may be delegated by the Board, from time to time.

5.    Appointment/ Nomination of Directors, Key Managerial Personnel and Senior Management

(i)    Appointment criteria and qualification of Directors  
             
The Director shall possess appropriate skills, experience and knowledge in one or more fields of chemicals, corporate strategy, technology, research and development, marketing, risk management, corporate governance, technical operations, legal, finance or other disciplines related to the Company’s business. The Director shall fulfil the requirements of Company’s Policy on fit and proper criteria for Directors and shall be appointed and hold position in accordance with the Act and the Articles of Association of the Company.

(ii)    Tenure of Independent Directors

An Independent Director shall hold office for a term up to five (5) consecutive years on the Board and will be eligible for re-appointment subject to the provisions of the Act.

No Independent Director shall however hold office for more than two (2) consecutive terms, but such Independent Director shall be eligible for appointment after expiry of three (3) years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three (3) years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

At the time of appointment of Independent Director, it should be ensured that number of board of directors on which such Independent Director serves, is restricted to the limits prescribed under the Act and the SEBI Listing Regulations.

(iii)     Independence of Directors

The Independent Director shall at the first meeting of the Board in which she/he participates as a Director and thereafter at the first meeting of the Board in every financial year or whenever there is any change in the circumstances which may affect her/his status as an Independent Director, give a declaration that he meets the criteria of independence as provided in sub-section (6) of Section 149 of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations.

(iv)    Appointment criteria and qualification of Key Managerial Personnel and Senior Management

A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment, as per Company’s requirements and applicable laws.

6.    Evaluation

As required under the Act and the SEBI Listing Regulations read with circular(s), notification(s) or guideline(s), issued from time to time by the Ministry of Corporate Affairs or the Securities and Exchange Board of India or any other statutory authority, the evaluation may involve multiple levels as below and shall be carried out on an annual basis:

1.    Board as a whole;
2.    Committees of the Board;
3.    Individual Directors including Chairperson of the Board, Vice- Chairperson of the Board, Independent Directors, Non-Independent Directors and the Chief Executive Officer of the Company.

The NRC shall specify the manner to carry out effective evaluation of performance of the Board as a whole, its Committees and individual Directors including Chairperson of the Board, Vice- Chairperson of the Board, Independent Directors, Non-Independent Directors and the Chief Executive Officer of the Company.

The evaluation as mentioned above, shall be carried out annually on the basis of the criteria as may be approved by the NRC from time to time.

The performance evaluation shall be done on the basis of certain parameters, including but not limited to:

1.    Board as a whole- Competency and experience of Directors, Board diversity, frequency of Board meetings, conflict of interest, etc. 
2.    Committees of the Board- Structure, effectiveness, etc.
3.    Individual Directors including Chairperson of the Board, Vice- Chairperson of the Board, Independent Directors, Non-Independent Directors and the Chief Executive Officer of the Company- Qualifications, experience, independence (in case of Independent Directors), etc.

The performance evaluation of the Directors shall be done by the entire Board of Directors, excluding the Director being evaluated.

7.    Removal

Due to any reasons for any disqualifications mentioned in the Act or under any other applicable laws, rules and regulations thereunder, the NRC may recommend, to the Board with reasons recorded, removal of a Director, Key Managerial Personnel and Senior Management subject to the provisions and compliance of the said laws, rules and regulations.

8.    Retirement

The Director, Independent Director, Key Managerial Personnel and Senior Management 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, Independent Director, Key Managerial Personnel and Senior Management in the same position/ remuneration or otherwise, if permitted under the provisions of the Act and the SEBI Listing Regulations or any such applicable law, even after attaining the retirement age, for the benefit of the Company.

9.    Remuneration Policy

•    The remuneration/compensation etc. to the Director, Key Managerial Personnel and Senior Management shall be determined by the NRC and recommended to the Board for its approval, and the NRC shall observe the provisions of the Act regarding slabs/percentage of remuneration, prior approvals of shareholders, and other conditions laid down in the Act;
•    Any increments to be recommended to the Board by the NRC for Director shall be in accordance with the percentage/slabs laid under the provisions of the Act;
•    The NRC may also recommend any increments to the Board for Key Managerial Personnel and Senior Management;
•    Where any insurance is taken by the Company on behalf of its Directors, chief executive officer, chief financial officer, company secretary or any other employee 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;
•    If in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Directors including managing director and whole-time director and its manager, if any, in accordance with the provisions of Section 197 read with Schedule V of the Act and rules made thereunder and Regulation 17 of the SEBI Listing Regulations;
•    If any Director draws or receives directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Act, he/she shall refund such sums to the Company and until such sum is refunded holds it in trust for the Company; 
•    Sitting Fee: Director(s)/ Independent Director(s) may receive fee for attending meetings of Board or Committees. The amount of such fees shall be decided as per the provisions of the Act and the SEBI Listing Regulations. The amount of sitting fees shall be such as may be recommended by the NRC and approved by the Board.
•    Commission: The Commission may be paid to the Director(s)/ Independent Director(s) within the limits of the Act.

10.    Membership

The NRC shall be formed as per the provisions of the Act and the SEBI Listing Regulations, as follows:

(a) the NRC shall comprise of at least three Directors; 
(b) all Directors of the NRC shall be non-executive Directors; and
(c) at least two-thirds (2/3rd) of the Directors shall be Independent Directors.

The Chairperson of the NRC shall be an Independent Director, provided that the Chairperson of the Board, whether executive or non-executive, may be appointed as a member of the NRC and shall not chair the NRC.

11.    Frequency of the Meetings and Quorum of the Meeting  

The NRC shall meet at least once in a financial year. The quorum for a meeting of NRC shall be either two (2) members or one third (1/3rd) of the members of the NRC, whichever is greater, including at least one (1) Independent Director in attendance. Further, the Chairperson of the NRC may be present at the annual general meeting, to answer the shareholders' queries; however, it shall be up to the Chairperson of the general meeting to decide who shall answer the queries.

12.    Interests of Members at the Meeting

A member of the NRC is not entitled to participate in the discussions or be present at the meeting as may be required by the members, when his/her own remuneration is discussed or when his/her performance is being evaluated.

The NRC may invite such executives to be present at the meetings of the NRC as it considers appropriate.

In case of equality of the votes, the Chairperson of the meeting will have the casting vote.

13.    Minutes

Minutes of all meetings shall be signed by the Chairperson of the NRC or Chairperson of the meeting of NRC, in terms of the provisions of the Act.

14.    Amendment to the Policy

Any amendment in the Policy shall be recommended by the NRC and approved by the Board. The Board shall have the right to withdraw and / or amend any part of this Policy or the entire Policy, at any time, as it deems fit, or from time to time, and the decision of the Board in this respect shall be final and binding. Any subsequent amendment / modification in the Act, the SEBI Listing Regulations and / or any other laws in this regard shall automatically apply to this Policy.

15.    Communication

This Policy shall be uploaded on the website of the Company and the details of this Policy including a statement indicating the manner of formal annual evaluation of the performance of the Board as a whole, its Committees, individual Directors including Chairperson of the Board, Vice-Chairperson of the Board, Independent Directors, Non-Independent Directors and the Chief Executive Officer of the Company, shall be mentioned in the report by the Board of Directors placed in the annual general meeting.

The performance evaluation criteria for Independent Directors shall be disclosed in the corporate governance report forming part of the annual report of the Company.

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