Basant India Limited An NBFC

Nomination And Remuneration Policy

INTRODUCTION
In pursuance of the Company’s policy to consider human resources as its invaluable assets, it resolves 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 and in terms of the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 (‘Listing Regulations’) as amended from time to time. This policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Nomination and Remuneration Committee and approved by the Board of Directors.

OBJECTIVE AND PURPOSE
The objective and purpose of this policy are:

  • To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial positions and to determine their remuneration.
  • To carry out evaluation of the performance of Directors, as well as Key Managerial and Senior Management Personnel.
  • To provide them reward linked directly to their effort, performance, dedication and achievement relating to the Company’s operations.
  • To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage. In the context of the aforesaid criteria the following policy has been formulated by the Nomination and Remuneration Committee and adopted by the Board of Directors at its meeting heldon 30thMay, 2019.

DEFINITIONS

  1. Board means Board of Directors of the Company
  2. Director means Directors of the Company.
  3. Committee means Nomination and Remuneration Committee of the Company as constituted or reconstituted by the Board.
  4. Company means Basant India Limited.
  5. Independent Director means a director referred to in Section 149 (6) of the Companies Act, 2013 and qualifying the criteria as specified under the Companies Act, 2013 and Regulation 16 (1) (b) of Listing Regulations as amended from time to time.
  6. Key Managerial Personnel (KMP) means a KMP as defined under Section 203 of the Companies Act, 2013 and includes:

    1. CEO/Managing Director/Manager;
    2. Whole-Time Director;
    3. Chief Financial Officer;
    4. Company Secretary;
    5. Such other officer as may be prescribed under the applicable statutory provisions/regulations.

Senior Management means personnel of the Company occupying the position of Chief Executive Officer (CEO) (if not a Director) of any unit / division or Vice President including Vice President of any unit / division of the Company and officers/personnel of the Company who aremembers of its core management team excluding board of directors and comprising all members of management one level below the “chief executive officer/managing director/whole time director/managerand shall specifically include company secretary and chief financialofficer. Unless the context otherwise requires, words and expressions used in this policy and not defined herein but defined in the Companies Act, 2013 as may be amended from time to time shall have the meaning respectively assigned to them therein.

APPLICABILITY
This Nomination and Remuneration Policy applies to:

  • All Directors (Executive and Non Executive)
  • Key Managerial Personnel
  • Senior Management Personnel
  • Other Employees

GENERAL
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
  • Part – C covers remuneration and perquisites etc.

PART – A MATTERS TO BE DEALT WITH, PERUSED AND RECOMMENDED TO THE BOARD BY THE NOMINATION AND REMUNERATION COMMITTEE

The Committee shall

  • Formulate the criteria for determining qualifications, positive attributes and independence of a director. 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.
  • Recommend to the Board, appointment and removal of Director, KMP and Senior Management Personnel

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 forthe concerned position.
  3. The Company shall not appoint or continue the employment of any person as Whole time Director who has attained the age ofseventy 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 Executive Director (Whole-time Director) for a term not exceeding five years at a time. No reappointment shall be made earlier than one year before the expiry of term.
  2. 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 for another term of upto five consecutive years on passing of a special resolution by the Company and disclosure of such appointment in the Board's 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

Evaluation
The Committee shall carry out evaluation of performance of every Director (including Independent Director), KMP and Senior Management Personnel at regular interval (yearly).

Removal
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.

Retirement
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 WHOLETIME DIRECTOR, KMP AND SENIOR MANAGEMENT PERSONNEL

General
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.

The remuneration and commission to be paid to the Whole-time Director shall be in accordance with the percentage / slabs / conditions laid down in the Articles of Association of the Company and as per the provisions of the Companies Act, 2013, and the rules made thereunder.

Increments to the existing remuneration / compensation structure may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders inthe case of Whole-time Director