NOMINATION AND REMUNERATION POLICY OF IRM ENERGY PRIVATE LIMITED

1.0 Background

IRM Energy Private Limited (“the Company” or “IRMEPL”) has formulated Nomination and Remuneration Policy in accordance with the provisions of the Companies Act, 2013 as amended from time to time.


The Policy provides the framework and key guiding principles to be followed in the determination of remuneration of Directors and Key Managerial Personnel and those in Senior Management Position.

2.0 Brief Overview under the Companies Act,2013
Section 178 and Companies (Meetings of Board and its Powers) Rules,2014:
  • Constitution of the Nomination and Remuneration Committee consisting of three or more Non-Executive Directors out of which not less than one-half shall be Independent Directors.
  • The Nomination and Remuneration Committee shall identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every Director’s performance.
  • The Nomination and Remuneration Committee shall formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and Senior Management Personnel i.e. Employees at one level below the Board including functional heads.
  • The Nomination and Remuneration Committee shall, while formulating the policy ensure that:
    • The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully;
    • Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
    • Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.
  • Such policy shall be placed on the website of the Company.
  • Such policy shall be disclosed in the Board's report.
3.0 Terms of Reference
  • Formulating the criteria for determining qualifications, positive attributes and independence of a director and recommending to the Board a policy, relating to 3the remuneration of the Directors, Key Managerial Personnel and Other Senior Management Personnel;
  • Formulating of criteria for evaluation of the performance of the Independent Directors and the Board;
  • Identifying persons who qualify to become Directors or who may be appointed in Senior Management in accordance with the criteria laid down, recommending to the Board their appointment and removal, and carrying out evaluations of every director’s performance;
  • Determining whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors;
  • Recommend to the board, all remuneration, in whatever form, payable to senior management.
  • Performing such other activities as may be delegated by the Board of Directors and/or specified/provided under the Companies Act, 2013 or by any other regulatory authority.
4.0 CRITERIA TO DETERMINE THE FOLLOWING:

Qualification for Appointment of Directors(including Independent Directors):

  • Persons of eminence, standing and knowledge with significant achievements in business, professions and/or public service.
  • Their financial or business literacy / skills.
  • Their industry experiences.
  • Appropriate other qualification/experience to meet the objectives of the Company.
  • As per the applicable provisions of Companies Act 2013, Rules made there under.

The Nomination and Remuneration Committee shall have discretion to consider and fix any other criteria or norms for selection of the most suitable candidate(s).

Positive Attributes of Directors (including Independent Directors):

  • Directors are to demonstrate integrity, credibility, trustworthiness, ability to handle conflict constructively, and the willingness to address issues proactively.
  • Actively update their knowledge and skills with the latest developments in the industry, market conditions and applicable legal provisions.
  • Willingness to devote sufficient time and attention to the Company’s Business and discharge their responsibilities.
  • To assist in bringing independent judgment to bear on the Board’s deliberations especially on issues of strategy, performance, risk management, resources, key appointments and standards of conduct.
  • Ability to develop a good working relationship with other Board members and contribute to the Board's working relationship with the Senior Management of the Company.
  • To act within their authority, assist in protecting the legitimate interests of the Company, its Shareholders and Senior Management Personnel.
  • Independent Directors to meet the requirements of the Companies Act, 2013 read with the Rules made thereunder.

For Appointment of KMP(s) / Senior Management:

  • To possess the required qualifications, experience, skills and expertise to effectively discharge their duties and responsibilities.
  • To practice and encourage professionalism and transparent working environment.
  • To adhere strictly to code of conduct.
5.0 POLICY RELATING TOREMUNERATION OF DIRECTORS ,KMP(s) AND SENIOR MANAGEMENT PERSONNEL
  • To ensure that the level and components of remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP(s) and other Senior Management Personnel of the quality required to run the Company successfully.
  • No Director / KMP(s)/ Senior Management is involved in deciding his or her own remuneration.
  • The trend prevalent in the similar industry, nature and size of business is kept in view and given due weightage to arrive at a competitive quantum of remuneration.
  • It is to be ensured that relationship of remuneration to the performance is clear and meets appropriate performance benchmarks which are unambiguously laid down and communicated.
  • Improved performance should be rewarded by increase in remuneration and suitable authority for value addition in future.
  • Remuneration packages should strike a balance between fixed and incentive pay, where applicable, reflecting short and long term performance objectives appropriate to the Company's working and goals.
  • Following criteria are also to be considered:
    • Responsibilities and duties;
    • Time and efforts devoted;
    • Value addition;
    • Profitability of the Company and growth of its business;
    • Analyzing each and every position and skills for fixing the remuneration yardstick;
    • Remuneration Policy of IRMEPL
    • Standards for certain functions where there is a scarcity of qualified resources;
    • Ensuring tax efficient remuneration structures.
    • Ensuring that remuneration structure is simple and that the Cost to Company (CTC) is not shown inflated and the effective take home remuneration is not low;
    • Other criteria as may be applicable;
    • Consistent application of remuneration parameters across the organization.
  • Provisions of law with regard making payment of remuneration, as may be Applicable, are complied.
  • Whenever, there is any deviation from the Policy, the justification /reasons should also be indicated / disclosed adequately.
6.0 Policy Review
The policy shall be reviewed by the Nomination and Remuneration Committee and the Board, from time to time as may be necessary.