” In pursuance of the Company’s policy to consider human resources as its invaluable assets, to pay equitable remuneration to all Directors 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 and the listing agreement as amended from time to time this policy on nomination and remuneration of Directors & Senior Management has been formulated by the Committee and approved by the Board of Directors.”
1. Scope of the Policy
The remuneration policy (“Policy”) applies to all the Board of Directors and senior management of Chadha Papers Limited.
2. Definitions
‘Board’ means Board of Directors of the Company.
Directors’ means Directors of the Company.
‘Committee’ means Nomination and Remuneration Committee of the Company as constituted or reconstituted by the Board.
‘Company’ means Chadha Papers Limited.
3. Constitution of the Nomination and Remuneration Committee:
The Board has set up the Nomination and Remuneration Committee on 25th March 2015. The Nomination and Remuneration Committee comprises of following Directors:
| S. No. | Name of Members | Position |
|---|---|---|
| 1 | Mr. Naveen Sexena | Chairman (Independent Non – Executive Director) |
| 2 | Mr. Sanmeet Singh | Member (Independent Non – Executive Director) |
| 3 | Mr. Anand Sharma | Member (Independent Non – Executive Director) |
The Board has the power to reconstitute the Committee consistent with the Company’s policy and applicable statutory requirement.
4. Purpose and objectives of the Policy
The purpose and objectives of the Policy are to:
- Set out the principles governing the Company’s Remuneration systems in organizational guidelines with the following key features:-
- 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
- To determine remuneration based on the Company’s size and financial position and trends and practices on remuneration prevailing in peer companies, in the packaging industry
- To carry out an evaluation of the performance of Directors, 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.
- ensure that the Remuneration is properly monitored, and
- inform Employees on the applicable rules as well as on their Remuneration System.
5. Evaluation:
The Committee shall carry out yearly evaluation of performance of every Director and Senior Management Personnel.
6. Remuneration to Non- Executive / Independent Director:
Remuneration / Commission
The remuneration/commission shall be fixed as per the slabs and conditions mentioned in the Articles of Association of the Company and the Companies Act, 1956 and the rules made thereunder.
Sitting Fees
The Non- Executive / Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall not exceed Rs. One lakh per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.
Commission
Commission may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the profits of the Company computed as per the applicable provisions of the Companies Act, 1956
Stock Options
An Independent Director shall not be entitled to any stock option of the Company.
Annual review
The Policy, the Remuneration system and their practical operation shall be reviewed by the Nomination & Remuneration Committee on a regular basis, at least once a year. In this respect the Remuneration Committee supports the Company’s efforts to ensure compliance of the Policy with regulatory requirements and applicable law. The Policy and the Remuneration system shall be amended if necessary. The Remuneration Committee shall ensure that any changes to the Policy are properly documented.