Nomination and Remuneration Policy

Nomination and Remuneration Policy

Preamble

PJS Overseas Limited (the Company) has formulated this policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management on the recommendation of the Nomination and Remuneration Committee and approved by the Board of Directors of the Company as required under Section 178 of the Companies Act, 2013.

Objective

The Key Objectives of the Committee are:

  • To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management.
  • To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation.
  • To recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

Constitution of Nomination and Remuneration Committee

The Board has the power to constitute/ reconstitute the Committee from time to time in order to make it consistent with the Company’s policy and applicable statutory requirement. The Board of Directors of the Company at its meeting held on 13th June, 2019, re-constituted the Nomination and Remuneration Committee of the Board.
At present, the Nomination and Remuneration Committee comprises of following Directors:

  • Ms. Vibha - Chairman
  • Mr. Pawan Kumar Jain
  • Mr. Ananya Goyal

Definitions:

  • “Board”:- Board means Board of Directors of the Company.
  • “Director”:- Directors means Directors of the Company.
  • “Committee”:- Committee means Nomination and Remuneration Committee of the Company as constituted or reconstituted by the Board, from time to time.
  • “Company”:- Company means PJS Overseas Limited
  • “Independent Director”:- means a Director referred to in Section 149 (6) of the Companies Act, 2013.
  • “Key Managerial Personnel”:- Key Managerial Personnel (KMP) means-
    • the Chief Executive Officer or the managing director or the manager;
    • the Company Secretary;
    • the Whole-Time Director;
    • the Chief Financial Officer; and
    • such other officer as may be prescribed under the Companies Act, 2013.
  • “Senior Management”:- The expression ‘‘senior management’’ means 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.

Appointment and Removal of Managerial Person, Director, Key Management Personnel and Senior Management

  1. Appointment criteria and qualifications:
    • The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Managerial Person, Director, KMP or Senior Management Personnel and recommend to the Board his / her appointment.
    • The Committee has discretion to decide the adequacy of qualification, expertise and experience for the concerned position.
    • The Company should ensure that the person so appointed as Director, Independent Director, KMP, Senior Management Personnel shall not be disqualified under the Companies Act, 2013, rules made thereunder.
    • The Director/ Independent Director/ KMP/ Senior Management Personnel shall be appointed as per the procedure laid down under the provisions of the Companies Act, 2013, rules made thereunder.
  2. Additional Criteria for Appointment of Independent Directors:

    Qualifications and appointment of Independent Directors shall be governed as per the provisions of Companies Act, 2013 and rules made thereunder.

    Term / Tenure:

    The Term / Tenure of the Directors shall be governed as per provisions of the of the Companies Act, 2013 and rules made thereunder as amended from time to time.

    Removal:

    Due to reasons for any disqualification mentioned in the Companies Act, 2013, and rules made thereunder or under any other applicable Act, rules and regulations or any other reasonable ground, the Committee may recommend to the Board for removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the said Act, rules and regulations.

    Retirement:

    The Managerial Person, Director, KMP and Senior Management 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 Managerial Person, Director, and KMP, Senior Management in the same position / remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

Criteria for Evaluation of Independent Director and the Board:

Following are the Criteria for evaluation of performance of Independent Directors and the Board:

  1. Executive Directors:
    The Executive Directors shall be evaluated on the basis of targets / Criteria given to executive Directors by the board from time to time.
  2. Non Executive Director:
    The Non Executive Directors shall be evaluated on the basis of the following criteria i.e. whether they:
    • act objectively and constructively while exercising their duties;
    • exercise their responsibilities in a bona fide manner in the interest of the company;
    • devote sufficient time and attention to their professional obligations for informed and balanced decision making;
    • do not abuse their position to the detriment of the company or its shareholders or for the purpose of gaining direct or indirect personal advantage or advantage for any associated person;
    • refrain from any action that would lead to loss of his independence,
    • inform the Board immediately when they lose their independence,
    • assist the company in implementing the best corporate governance practices.
    • strive to attend all meetings of the Board of Directors and the Committees;
    • participate constructively and actively in the committees of the Board in which they are chairpersons or members;
    • strive to attend the general meetings of the company;
    • keep themselves well informed about the company and the external environment in which it operates
    • do not to unfairly obstruct the functioning of an otherwise proper Board orcommittee of the Board;
    • moderate and arbitrate in the interest of the company as a whole, in situations of conflict between management and shareholder’s interest,
    • abide by Company’s Memorandum and Articles of Association, company’s policies and procedures.
    1. Remuneration:

      The Committee will recommend the remuneration to be paid to the Managing Director, Whole-time Director, KMP and Senior Management Personnel to the Board for their approval.
      The level and composition of remuneration so determined by the Committee shall be reasonable and sufficient to attract, retain and motivate directors, Key Managerial Personnel and Senior Management of the quality required to run the company successfully. The relationship of remuneration to performance should be clear and meet appropriate performance benchmarks.

      • Director/ Managing Director
        Besides the above Criteria, the Remuneration/ compensation/ commission etc to be paid to Director/ Managing Director etc shall be governed as per provisions of the Companies Act, 2013 and rules made thereunder or any other enactment for the time being in force.
      • Non executive Independent Directors
        The Non- Executive Independent Director may receive remuneration by way of sitting fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall be subject to ceiling/ limits as provided under Companies Act, 2013 and rules made thereunder or any other enactment for the time being in force.
      • KMPs / Senior Management Personnel
        The Remuneration to be paid to KMPs/ Senior Management Personnel shall be based on the experience, qualification and expertise of the related personnel and governed by the limits, if any prescribed under the Companies Act, 2013 and rules made thereunder or any other enactment for the time being in force.
      • Other Employees
        The remuneration to be paid to other employees shall be designed to be appropriate to attract, retain and motivate employees to contribute their best. In determining the total compensation of employees, the Company takes into account the role and its responsibilities, the individuals’ and teams’ performance, loyalty, seniority and the Company’s performance, as well as market factors. The Company’s remuneration strategy is market-driven and aims at attracting and retaining high caliber talent.

      Amendments

      The Remuneration policy is in conformity with the provisions of the Companies Act, 2013 and rules made thereunder. However, this policy may be reviewed by the Board of the Company on the recommendation of the Nomination & Remuneration Committee of the Board.

      Issued on Authority of Nomination and Remuneration Committee of PJS Overseas Limited

      Vibha
      Chairman