Terms of Reference of Nomination & Remuneration Committee

The brief description of the terms of reference of the Nomination and Remuneration Committee are:

1. formulation of the criteria for determining qualifications, positive attributes and independence of Directors, and recommend to the Board a policy, relating to the remuneration of the Directors, Key Managerial Personnel and other employees;
2. for every appointment of an independent director, the Committee shall 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 an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee 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;

3. formulation of the criteria for evaluation of performance of Independent Directors and the Board and Committees;
4. evaluate the balance of skills, knowledge and experience on the Board, for every appointment of an independent director, and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director;
5. devising a policy on Board diversity;
6. identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and to recommend to the Board their appointment and / or removal;
7. consider extension or continuation of the term of appointment of the Independent Directors on the basis of the report of performance evaluation of Independent Directors;
8. recommendation to the Board, all remuneration, in whatever form, payable to senior management
9. specifying the manner for effective evaluation of performance of Board, its Committees and Directors and review its implementation and compliance;
10. recommend / review remuneration of the Managing Director(s) and Whole-Time Director(s) based on their performance and defined assessment criteria;
11. recommend commission payable, if any, to the Non-Executive Director(s), to the Board;
12. administer, monitor and formulate detailed terms and conditions of the employee stock option schemes of the Company;and
13. 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.