1. Introduction

IITL Projects Limited (“the “Company”) is committed to upholding the highest standards of professional and ethical conduct in fulfilling its responsibilities and recognizes that related party transactions can present potential or actual conflicts of interest of Directors, Key Managerial Personnel, Senior Management, etc. with the interest of the Company.

In order to ensure that the transactions entered into with related parties (as defined below) are in the best interests of the Company and the shareholders, the Board of Directors of the Company adopts this policy regarding review and approval of Related Party Transactions and to set forth the procedures under which certain transactions must be reviewed and approved or ratified.

2. Objective

This policy is framed as per the provisions of the Companies Act, 2013 and the Rules framed thereunder, including any statutory modifications or re-enactment thereof and as per the requirements of Clause 49 of the Listing Agreement. Provisions of this policy are designed to ensure transparency in the approval process and reporting and disclosure requirements, in terms of the applicable laws.

The Board of Directors reserves the power to review and amend this policy from time to time as and when necessary.

3. Definitions

• “Act”means Companies Act, 2013 including any statutory modification or re-enactment thereof
• Audit Committee (the “Committee”) means Committee of Board of Directors of the Company constituted under the provisions of Listing Agreement and the Companies Act, 2013;
• “Board” means the Board of Directors of the Company;
• “Control” shall have the same meaning as defined in SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
• “ Related Party” with reference to the Company, means an entity where:

  (i) Such entity is a related party as defined under section 2(76) of the Companies Act, 2013; or

  (ii) Such entity is a related party under the applicable accounting standards.

• “Related Party Transactions” means a transaction between the Company and a Related Party which transaction is of the nature specified in sub-clause (a) to (g) of section 188 (1) of the Companies Act 2013, or is a related party transaction as understood under clause 49(VII) (a) of the Listing Agreement.
• “Policy” means Related Party Transactions Policy

A. Definitions under the Companies Act, 2013

Key Managerial Personnel

i) Chief Executive Officer or the Managing Director or the Manager;

(ii) Company Secretary;

(iii) Whole Time Director;

(iv) Chief Financial Officer

Related Party

As per the provisions of Section 2(76) of the Companies Act, 2013 “Related Party” means:

(i) A director or his relative;

(ii) A key managerial personnel or his relative;

(iii) A firm, in which a director, manager or his relative is a partner;

(iv) A private company in which a director or manager or his relative is a member or director;

(v) A public company in which a director or manager is a director and holds along with his relatives, more than two percent of its paid up share capital;

(vi) Any body corporate whose Board of Directors, managing director or manager is accustomed to act in accordance with the advice, directions or instructions of a director or manager;

(vii) Any person on whose advice, directions or instructions a director or manager is accustomed to act; Provided that nothing in sub-clauses (vi) and (vii) shall apply to the advice, directions or instructions given in a professional capacity;

(viii) Any company which is-

a. A holding, subsidiary or an associate company of such company; or

b. A subsidiary of a holding company to which it is also a subsidiary;

(ix) Such other person as may be prescribed (For the purposes of this sub-clause (ix) of Clause (76) of section2 of the Act, a director , other than an independent director, or key managerial personnel of the holding company or his relative with reference to a company, shall be deemed to be a related party)

• Relative

Companies Act, 2013

As per the provisions of Section 2(77) of the Companies Act, 2013, “Relative” means-

(i) They are members of a Hindu Undivided Family;

(ii) They are husband and wife;

(iii) One person is related to the other in such a manner as may be prescribed.

Companies (Specification of definitions details) Rules, 2014

As per Rule 4 of the Companies (Specification of definitions details) Rules, 2014 a person shall be deemed to be the relative of another, if he or she is related to another in the following manner, namely:

a. Father (including step-father)

b. Mother (including step-mother)

c. Son (including step-son)

d. Son’s wife

e. Daughter

f. Daughter’s husband

g. Brother (including step- brother)

h. Sister (including step-sister)

• Related Party Transactions

As per the provisions of Section 188 of the Act, transactions/ contracts/ arrangement between the company and related parties with respect to-

(i) Sale, purchase or supply of any goods or materials;

(ii) Selling or otherwise disposing of, or buying, property of any kind;

(iii) Leasing of property of any kind;

(iv) Availing or rendering of any services;

(v) Appointment of any agent for purchase or sale of goods, materials, services or property;

(vi) Such related party’s appointment to any office or place of profit in the company, its subsidiary company or associate company; and

(vii) Underwriting the subscription of any securities or derivatives thereof, of the company.

• Arm’s length transaction means a transaction between two related parties that is conducted as if they were unrelated, so that there is no conflict of interest.

• Office or place of profit means any office or place-

(i) Where such office or place is held by a director, if the director holding it receives from the company anything by way of remuneration over and above the remuneration to which he is entitled as director, by way of salary, fee, commission, perquisites, any rent-free accommodation, or otherwise;

(ii) Where such office or place is held by an individual other than a director or by any firm, private company or other body corporate, if the individual, firm, private company or body corporate holding it receives from the company anything by way of remuneration, salary, fee, commission, perquisites, any rent-free accommodation, or otherwise;

B. Definitions under Clause 49 of the Listing Agreement

• Related Party Transactions

A Related Party Transaction is a transfer of resources, services or obligations between a company and a related party, regardless of whether a price is charged.

A “transaction” with a related party shall be construed to include single transaction or a group of transactions in a contract

• Related Party

An entity shall be considered as related to the company if:

(i) Such entity is a related party under Section 2(76) of the Companies Act, 2013; or

(ii) Such entity is a related party under the applicable accounting standards (AS 18)

• Material Related Party Transactions

A transaction with a related party shall be considered material if the transaction/ transactions to be entered into individually or taken together with previous transactions during a financial year, exceeds ten percent of the annual consolidated turnover of the company as per the last audited financial statements of the company.

4. Procedures

1. Identification of potential related party transactions:

Every director of the Company, who is in any way, whether directly or indirectly, concerned or interested in a contract or arrangement or proposed contract or arrangement entered into or to be entered into, with a body corporate in which such director or such director in association with any other director, holds more than two percent shareholding of that body corporate, or is a promoter, manager, Chief Executive Officer of that body corporate or with a firm or other entity in which such director is a partner, owner or member; shall disclose the nature of his concern or interest at the meeting of the Board in which the contract or arrangement is discussed and shall not participate in such discussion.

Provided that where any director who is not concerned or interested at the time of entering into such contract or arrangement, he shall, if he becomes concerned or interested after the contract or arrangement is entered into, disclose such concern or interest at the first meeting of the Board held after he becomes concerned or interested.

The Board, after receiving the required disclosures and other additional information, if any, determine whether the transaction does constitute a Related Party Transaction. The Related Party list shall be updated whenever necessary and shall be reviewed at least once a year.

2. Review and Approval of Related Party Transactions

• Transactions not in the ordinary course of business and on arm’s length basis

As per the terms of reference of the Audit Committee, all Related Party Transactions will be placed before the Audit Committee for its review. The Audit Committee may call for such additional information as may be required and thereafter recommend the same for approval to the Board.

Any director, who is in any way interested or concerned in the transaction, shall not be present at the meeting during discussion on such transaction and he shall abstain from voting on such resolution.

• Transactions in the ordinary course of business and on arm’s length basis

All transactions in the ordinary course of business and on arm’s length basis, shall be periodically disclosed to the Audit Committee/ Board. In case of transactions which are frequent and regular in nature and are in the ordinary course of business of the Company, the Audit Committee may fix up limits within which the management may carry out such transactions without any approval of the Committee. Further, it shall periodically review and revise the limits as and when required.

• Material Related Party Transactions

All material related party transactions as per Clause 49 of the Listing Agreement (exceeding ten percent of the annual consolidated turnover of the Company as per the last audited financial statements of the Company) and all transactions exceeding the threshold limits prescribed under Section 188 of the Companies Act, 2013 and the Rules made thereunder, which are not in the ordinary course of business and on arm’s length basis, and approved by the Board, shall require prior approval of the shareholders by way of a special resolution. Any member who is in any way interested or concerned shall abstain from voting on such resolution.

• Transactions not requiring approval of the Audit Committee or Shareholders

The following Related Party Transactions shall not require the approval of the Audit Committee or the Shareholders:

a. Any transaction that involves the providing of compensation to a director or Key Managerial Personnel in connection with his or her duties to the Company or any of its subsidiaries or associates, including the reimbursement of reasonable business and travel expenses incurred in the ordinary course of business.

b. Any transaction in which the Related Party’s interest arises solely from ownership of securities issued by the Company and all holders of such securities receive the same benefits pro rata as the Related Party.

c. Transactions available to all employees generally

d. Transactions entered into between two government companies

e. Transactions entered into between a holding company and its wholly owned subsidiary whose accounts are consolidated with such holding company and placed before the shareholders at the general meeting for approval.

3. Information to be placed before the Audit Committee and Board of Directors for approval of Related Party Transactions

• the name of the related party and nature of relationship;
• the nature, duration of the contract and particulars of the contract or arrangement;
• the material terms of the contract or arrangement including the value, if any;
• any advance paid or received for the contract or arrangement, if any;
• the manner of determining the pricing and other commercial terms, both included as part of contract and not considered as part of the contract;
• whether all factors relevant to the contract have been considered, if not, the details of factors not considered with the rationale for not considering those factors; and
• any other information relevant or important for the Board to take a decision on the proposed transaction.

4. Factors to be considered by the Audit Committee and Board of Directors while approving Related Party Transactions

• Whether the terms of the Related Party Transaction are fair and on arm’s length basis to the Company and would apply on the same basis if the transaction did not involve a Related Party;
• Whether there are any compelling business reasons for the Company to enter into the Related Party Transaction and the nature of alternative transactions, if any;
• The materiality of the transaction;
• The extent of the Related Party’s interest in the Related Party Transaction;
• The actual or apparent conflict of interest of the Related Party participating in the Related Party Transaction;
• Whether the Related Party Transaction would affect the independence of an independent director;
• Whether the proposed transaction includes any potential reputational risk issues that may arise as a result of or in connection with the proposed transaction;
• Whether the Company was notified about the Related Party Transaction before its commencement and if not, why pre-approval was not sought and whether subsequent ratification is allowed and would be detrimental to the Company; and
• Whether the Related Party Transaction would present an improper conflict of interest for any director or Key Managerial Personnel of the Company, taking into account the size of the transaction, the overall financial position of the director, Chief Executive Officer or other Related Party, the direct or indirect nature of the director’s, Key Managerial Personnel’s or other Related Party’s interest in the transaction and the ongoing nature of any proposed relationship and any other factors the Board/Committee deems relevant.

5. Related Party Transactions not previously approved

In the event the Company becomes aware of a Related Party Transaction with a Related Party that has not been approved under this Policy prior to its consummation, the matter shall be reviewed by the Audit Committee. The Audit Committee shall consider all of the relevant facts and circumstances regarding the Related Party Transaction, and shall evaluate all options available to the Company, including ratification, revision or termination of the Related Party Transaction. The Audit Committee shall also examine the facts and circumstances pertaining to the failure of reporting such Related Party Transaction to the Committee under this Policy, and shall take any such action it deems appropriate.

Further, if the Related Party Transaction is not ratified within three months from the date on which such contract or arrangement is entered into, such contract or arrangement shall be voidable at the option of the Board and if the contract or arrangement is with a related party to any director, or is authorized by any other director, the directors concerned shall indemnify the company against any loss incurred by it.

The Company may proceed against a director or any other employee who had entered into such contract or arrangement in contravention of this Policy for recovery of any loss sustained by it as a result of such contract or arrangement and shall take any such action, it deems appropriate.

5. Disclosures:

1. Every contract or arrangement entered into shall be referred to in the Board’s Report to the shareholders along with justification for entering into such contract or arrangement.

2. Details of all material transactions with related parties shall be disclosed quarterly along with the compliance report on corporate governance.

3. The Company shall disclose this Policy on its website and a web link shall be provided in the Annual Report.

Code for Independent Directors

The Code is a guide to professional conduct for independent directors. Adherence to these standards by independent directors and fulfilment of their responsibilities in a professional and faithful manner will promote confidence of the investment community, particularly minority shareholders, regulators and companies in the institution of independent directors.

I. Guidelines of professional conduct:

An independent director shall:

1) uphold ethical standards of integrity and probity;

2) act objectively and constructively while exercising his duties;

3) exercise his responsibilities in a bona fide manner in the interest of the company;

4) devote sufficient time and attention to his professional obligations for informed and balanced decision making;

5) not allow any extraneous considerations that will vitiate his exercise of objective independent judgment in the paramount interest of the company as a whole, while concurring in or dissenting from the collective judgment of the Board in its decision making;

6) not abuse his 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;

7) refrain from any action that would lead to loss of his independence:

8) where circumstances arise which make an independent director lose his independence; the independent director must immediately inform the Board accordingly;

9) assist the company in implementing the best corporate governance practices.

II. Role and functions:

The independent directors shall:

1) Help in bringing an independent judgment to bear on the Board’s deliberations especially on issues of strategy, performance, risk management, resources, key appointments and standards of conduct;

2) Bring an objective view in the evaluation of the performance of board and management;

3) Scrutinize the performance of management in meeting agreed goals and objectives and monitor the reporting of performance;

4) Satisfy themselves on the integrity of financial information and that financial controls and the systems of risk management are robust and defensible;

5) Safeguard the interests of all stakeholders, particularly the minority shareholders;

6) Balance the conflicting interest of the stakeholders;

7) Determine appropriate levels of remuneration of executive directors, key managerial personnel and senior management and have a prime role in appointing and where necessary recommend removal of executive directors, key managerial personnel and senior management;

8) Moderate and arbitrate in the interest of the company as a whole, in situations of conflict between management and shareholder’s interest.

III. Duties:

The independent directors shall-

1) Undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the company;

2) Seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice and opinion of outside experts at the expense of the company;

3) Strive to attend all meetings of the Board of Directors and of the Board committees of which he is a member;

4) Participate constructively and actively in the committees of the Board in which they are chairpersons or members;

5) Strive to attend the general meetings of the company;

6) Where they have concerns about the running of the company or a proposed action, ensure that these are addressed by the Board and, to the extent that they are not resolved, insist that their concerns are recorded in the minutes of the Board meeting;

7) Keep themselves well informed about the company and the external environment in which it operates;

8) Not to unfairly obstruct the functioning of an otherwise proper Board or committee of the Board.

9) Pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure themselves that the same are in the interest of the company;

10) Ascertain and ensure that the company has an adequate and functional vigil mechanism and to ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use;

11) Report concerns about unethical behavior, actual or suspected fraud or violation of the company’s code of conduct or ethics policy;

12) Acting within his authority, assist in protecting the legitimate interests of the company, shareholders and its employees;

13) Not disclose confidential information including commercial secrets, technologies, advertising and sales promotion plans, unpublished price sensitive information, unless such disclosure is expressly approved by the Board or required by law.

IV. Manner of appointment:

1) Appointment process of independent directors shall be independent of the company management; while selecting independent directors the Board shall ensure that there is appropriate balance of skills, experience and knowledge in the Board so as to enable the Board to discharge its functions and duties effectively.

2) The appointment of independent director(s) of the company shall be approved at the meeting of the shareholders

3) The explanatory statement attached to the notice of the meeting for approving the appointment of independent director shall include a statement that in the opinion of the Board, the independent director proposed to be appointed fulfills the conditions specified in the Act and the rules made thereunder and that the proposed director is independent of the management.

4) The appointment of independent directors shall be formalized through a letter of appointment, which shall set out:

a) The term of appointment;

b) The expectation of the Board from the appointed director; the Board-level committee(s) in which the director is expected to serve and its tasks;

c) The fiduciary duties that come with such an appointment along with accompanying liabilities;

d) Provision for Directors and Officers (D and O) insurance, if any;

e) The Code of Business Ethics that the company expects its directors and employees to follow;

f) The list of actions that a director should not do while functioning as such in the company; and

g) The remuneration, mentioning periodic fees, reimbursement of expenses for participation in the Board’s and other meetings and profit related commission, if any.

5) The terms and conditions of appointment of independent directors shall be open for inspection at the registered office of the company by any member during normal business hours

6) The terms and conditions of appointment of independent directors shall also be posted on the company’s website.

V. Reappointment

The re-appointment of independent director shall be on the basis of report of performance evaluation.

VI. Resignation or removal:

The re-appointment of independent director shall be on the basis of report of performance evaluation.

1) The resignation or removal of an independent director shall be in the same manner as is provided in sections 168 and 169 of the Act.

2) An independent director who resigns or is removed from the Board of the company shall be replaced by a new independent director within a period of not more than one hundred and eighty days from the date of such resignation or removal, as the case may be.

3) Where the company fulfills the requirement of independent directors in its Board even without filling the vacancy created by such resignation or removal, as the case may be, the requirement of replacement by a new independent director shall not apply.

VII. Separate meetings:

1) The independent directors of the company shall hold at least one meeting in a year, without the attendance of non-independent directors and members of management;

2) All the independent directors of the company shall strive to be present at such meeting;

3) The meeting shall:

a) review the performance of non-independent directors and the Board as a whole;

b) review the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors;

c) assess the quality, quantity and timeless of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

VIII. Evaluation mechanism:

1) The performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

2) On the basis of the report of performance evaluation, it shall be determined whether to extend or continue the term of appointment of the independent director.

Familiarization Program For Independent Directors

1. Purpose

This Familiarization Program (‘’the Program”) for Independent Directors of IITL Projects Limited (“the Company”) has been adopted by the Board of Directors pursuant to Clause 49(II)(B)(7) of the Listing Agreement. It aims to familiarize the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., to provide them with better understanding of the business and operations of the Company and so as to enable them to contribute significantly to the Company.

2. Familiarization Process

A. The Company shall conduct periodical meetings and visits of Independent Directors and make presentations to the Independent Directors familiarize them with the strategy, operations and functions of the Company.

B. Such programs / presentations will provide an opportunity to the Independent Directors to interact with the senior leadership team of the Company and help them to understand the Company’s strategy, business model, operations, service and product offerings, markets, organization structure, finance, human resources, technology, quality, facilities and risk management and such other areas as may arise from time to time. Further the Company shall also organize visits to various Company’s projects and other operating places as the need be to familiarize the directors;

C. The programs / presentations shall also familiarize the Independent Directors with their roles, rights and responsibilities;

D. The Company may circulate news and articles related to the industry on a regular basis and may provide specific regulatory updates from time to time; and

E. The Company may conduct an introductory familiarization program / presentation, when a new Independent Director comes on the Board of the Company.

3. Disclosure of the Policy

This Policy shall be uploaded on the Company’s website for public information and a web link for the same shall also be provided in the Annual Report of the Company.

4. Review of the Program

The Board will review this Program and make revisions as may be required or deemed necessary from time to time.

IITL PROJECTS LIMITED
CORPORATE SOCIAL RESPONSIBILITY POLICY

Introduction

Corporate Social Responsibility (CSR) is an evolving concept that currently does not have a universally accepted definition. Corporate Social Responsibility is also called Corporate Citizenship or Corporate Responsibility. Generally, CSR is understood to be the way firms integrate social, environmental and economic concerns into their values, culture, decision making, strategy and operations in a transparent and accountable manner and thereby establish better practices within the firm, create wealth and improve society.

CSR is the process by which an organization thinks about and evolves its relationships with stakeholders for the common good, and demonstrates its commitment in this regard by adoption of appropriate business processes and strategies. Thus CSR is not charity or mere donations.

Corporate Social Responsibility under Companies Act, 2013

The new Companies Act, 2013 makes it mandatory for every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial year, to spend, in every financial year at least two percent of the average net profits of the Company made during the three immediately preceding financial years towards CSR activities. For this purpose, the net profit and average net profit shall be calculated in accordance with the provisions of section 198 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

CSR Thrust Areas

The Company will focus its efforts through programs designed in the domains of education, health and environment. The Company may also form its own Foundations / Trusts for carrying out socio-economic projects as approved by the Board or alternatively make contributions to its Associate Companies’ Corporate Foundations / Trusts towards its corpus for projects approved by the Board.

A Company may also collaborate with group companies for undertaking projects or programs or CSR activities in such a manner that the CSR Committees of respective companies are in a position to report separately on such projects or programs in accordance with the prescribed CSR Rules.

Our commitment to CSR will be manifested by investing resources in any of the following areas:

(i) Eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation and making available sake drinking water;

(ii) Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly, and the differently abled and livelihood enhancement projects;

(iii) promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centers and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;

(iv) ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water;

(v) protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art; setting up public libraries; promotion and development of traditional arts and handicrafts;

(vi) measures for the benefit of armed forces veterans, war widows and their dependents;

(vii) Training to promote rural sports, nationally recognized sports, Paralympic sports and Olympic sports;

(viii) contribution to the Prime Minister's National Relief Fund or any other fund set up by the Central Government for socio-economic development and relief and welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities and women;

(ix) Contributions of funds provided to technology incubators located within academic institutions which are approved by the Central Government;

(x) Rural development projects.

CSR Surplus:-

The surplus arising out of the CSR projects or programs or activities shall not form part of the business profit of the Company.

Implementation of CSR initiatives:-

The Board level Corporate Social Responsibility Committee (CSR Committee) of the Company shall be responsible for monitoring the CSR Policy from time to time. The CSR Committee shall approve and recommend to the Board, the projects or programs to be undertaken, the modalities of execution and implementation schedule from time to time.

Further, to ensure that there is focus and maximum impact, the CSR Committee will endeavor to work on selected projects over a longer period of time so as to ensure that the outcomes of the projects can be measured.

Monitoring / Review Mechanism

The CSR Committee of the Board will undertake the CSR initiatives / projects on periodical basis and suggest additional measures/areas and update Board of Directors.

In order to ensure transparency and communication with all stakeholders, the CSR Policy will be uploaded on the Company website so that it is available in the public domain.

Executing Agency / Partners

CSR initiatives will be implemented by the Company either directly or through Govt. agencies & local bodies or through implementing partners which include NGO’s having an established track record of at least 3 years in carrying on the specific activity.

The following minimum criteria will be ensured while selecting NGO’s / voluntary organizations for program execution

a) The NGO is a registered Society/ Public Charitable Trust/ Section 25 Not for Profit Organizations/company established under section 8 of the Act etc.

b) The NGO has a permanent office/address in India

c) The NGO has a valid Income Tax Exemption Certificate / PAN

d) The NGO has submitted a detailed project proposal and budget which has been approved by the CSR Council.

e) The NGO has submitted its Annual Report / Balance Sheet.

For CSR activities undertaken through other Executing Agency, the Company will specify the projects or programs to be undertaken through these agencies, the modalities of utilization of funds on such projects or programs

IITL PROJECTS LIMITED

POLICY FOR DETERMINATION OF MATERIALITY OF ANY EVENT / INFORMATION

1. PREFACE

This Policy has been formulated in accordance with Clause (ii) of sub-regulation (4) of Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and the guidelines issued under Securities and Exchange Board of India Circular No.CIR/CFD/CMD/4/2015 dated September 09, 2015. The Board of Directors (the “Board”) of IITL Projects Limited (the “Company”) in its meeting held on November 06, 2015, has adopted the following policy and procedures with regard to determination of Materiality of events or information which are required to be disclosed to the Stock Exchanges in terms of Regulation 30 of the Listing Regulations.

2. OBJECTIVE OF THE POLICY

The purpose of this Policy is to determine materiality of events / information based on criteria specified under clause (i) of sub-regulation (4) of Regulation 30 of the Listing Regulations and to ensure that the Company shall make disclosure of events / information specified in para A and B of Part A of Schedule III of the Listing Regulations, as amended from time to time, to the Stock Exchanges.

3. DEFINITIONS:

“Act” ” shall mean the Companies Act, 2013 and the Rules framed thereunder, including any modifications, clarifications, circulars or re-enactment thereof.

“Board of Directors”or “Board” means the Board of Directors of IITL Projects Limited, as constituted from time to time.

“Company” means IITL Projects Limited.

“Key Managerial Personnel” mean key managerial personnel as defined in sub-section (51) of section 2 of the Companies Act, 2013.

“Listing Regulations” means Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 including any modifications, clarifications, circulars or re-enactment thereof.

“Material Event” or “Material Information” shall mean such event or information as set out in the Schedule or as may be determined in terms of Clause 4[C] of the Policy. In the Policy, the words, “material” and “materiality” shall be construed accordingly.

“Material Subsidiary” shall mean any subsidiary company of the Company which is or has been determined material subsidiary as per the provisions of the Listing Regulations.

“Policy” means this policy on criteria for determining materiality of events or information and as may be amended from time to time.

“Schedule” means Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Any other term not defined herein, shall have the same meaning as described in the Companies Act, 2013 and the rules framed thereunder, the Listing Regulations, Securities Contract (Regulation) Act, 1956 or any other relevant legislation/regulation applicable to the Company.

4. DISCLOSURES OF EVENTS / INFORMATION

The events / information upon occurrence of which the Company shall make disclosure to the Stock Exchanges are as under:

A. The following events/information specified in para A of Part A of Schedule shall be considered material and disclosed to the Stock Exchanges without applying any test of materiality:

1. Acquisition(s) (including agreement to acquire), Scheme of Arrangement (amalgamation/ merger/ demerger/restructuring), or sale or disposal of any unit(s), division(s) or subsidiary of the Company or any other restructuring;

2. Issuance or forfeiture of securities, split or consolidation of shares, buyback of securities, any restriction on transferability of securities or alteration in terms or structure of existing securities including forfeiture, reissue of forfeited securities, alteration of calls, redemption of securities etc.;

3. Revision in Rating(s);

4. Outcome of Meetings of the Board of the Company held to consider the following:
a. declaration of dividends and/or cash bonuses recommended or declared or the decision to pass any dividend and the date on which dividend shall be paid/dispatched;
b. any cancellation of dividend with reasons thereof;
c. the decision on buyback of securities;
d. the decision with respect to fund raising proposed to be undertaken
e. increase in capital by issue of bonus shares through capitalization including the date on which such bonus shares shall be credited/dispatched;
f. reissue of forfeited shares or securities, or the issue of shares or securities held in reserve for future issue or the creation in any form or manner of new shares or securities or any other rights, privileges or benefits to subscribe to;
g. short particulars of any other alterations of capital, including calls;
h. financial results;
i. decision on voluntary delisting by the Company from stock exchange(s).

5. Agreements (viz. shareholder agreement(s), joint venture agreement(s), family settlement agreement(s) (to the extent that it impacts management and control of the Company), agreement(s)/treaty(ies)/contract(s) with media companies) which are binding and not in normal course of business, revision(s) or amendment(s) and termination(s) thereof;

6. Fraud/defaults by promoter or Key Managerial Personnel or by Company or arrest of Key Managerial Personnel or promoter;

7. Change in Directors, Key Managerial Personnel, Auditor and Compliance Officer;

7A. In case of resignation of the auditor of the Company, detailed reasons for resignation of auditor, as given by the said auditor, shall be disclosed by the Company to the stock exchanges as soon as possible but not later than twenty four hours of receipt of such reasons from the auditor.

7B. Resignation of independent director including reasons for resignation: In case of resignation of an independent director of the independent director, within seven days from the date of resignation, the following disclosures shall be made to the stock exchanges by the Company:
i. Detailed reasons for the resignation of independent directors as given by the said director shall be disclosed by the Company to the stock exchanges.
ii. The independent director shall, along with the detailed reasons, also provide a confirmation that there is no other material reasons other than those provided.
iii. The confirmation as provided by the independent director above shall also be disclosed by the Company to the stock exchanges along with the detailed reasons as specified in sub-clause (i) above.

8. Appointment or discontinuation of share transfer agent;

9. Corporate debt restructuring;

10. One time settlement with a bank;

11. Reference to BIFR and winding‐up petition filed by any party / creditors; 12. Issuance of Notices, call letters, resolutions and circulars sent to shareholders, debenture holders or creditors or any class of them or advertised in the media by the Company;

13. Proceedings of Annual and Extraordinary General Meetings of the Company;

14. Amendments to memorandum and articles of association of the Company, in brief;

15. Schedule of analyst or institutional investor meet and presentations on financial results made by the Company to analysts or institutional investors.

16. The following events in relation to the corporate insolvency resolution process (CIRP) of a listed corporate debtor under the Insolvency Code:

a) Filing of application by the corporate applicant for initiation of CIRP, also specifying the amount of default;
b) Filing of application by financial creditors for initiation of CIRP against the corporate debtor, also specifying the amount of default;
c) Admission of application by the Tribunal, along with amount of default or rejection or withdrawal, as applicable ;
d) Public announcement made pursuant to order passed by the Tribunal under section 13 of Insolvency Code;
e) List of creditors as required to be displayed by the corporate debtor under regulation 13(2)(c) of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016;
f) Appointment/ Replacement of the Resolution Professional;
g) Prior or post-facto intimation of the meetings of Committee of Creditors;
h) Brief particulars of invitation of resolution plans under section 25(2)(h) of Insolvency Code in the Form specified under regulation 36A(5) of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016;
i) Number of resolution plans received by Resolution Professional;
j) Filing of resolution plan with the Tribunal;
m) Approval of resolution plan by the Tribunal or rejection, if applicable;
k) Salient features, not involving commercial secrets, of the resolution plan approved by the Tribunal, in such form as may be specified;
l) Any other material information not involving commercial secrets.]

17. Re-classification of Promoter as Public Shareholder:-
The following events shall deemed to be material events and shall be disclosed by the Company to the stock exchanges as soon as reasonably possible and not later than twenty four hours from the occurrence of the event:
(a) receipt of request for re-classification by the Company from the promoter(s) seeking re-classification;
(b) minutes of the board meeting considering such request which would include the views of the board on the request;
(c) submission of application for re-classification of status as promoter/public by the Company to the stock exchanges;
(d) decision of the stock exchanges on such application as communicated to the Company;

B. The following events/information specified in para B of Part A of Schedule upon occurrence of which the Company shall make disclosure to the Stock Exchanges after following the procedural guidelines as given in clause C below:

1. Commencement or any postponement in the date of commencement of commercial production or commercial operations of any unit/division;

2. Change in the general character or nature of business brought about by arrangements for strategic, technical, manufacturing, or marketing tie‐up, adoption of new lines of business or closure of operations of any unit/division (entirety or piecemeal);

3. Capacity addition or product launch;

4. Awarding, bagging/ receiving, amendment or termination of awarded/bagged orders/contracts not in the normal course of business;

5. Agreements (viz. loan agreement(s) (as a borrower) or any other agreement(s) which are binding and not in normal course of business) and revision(s) or amendment(s) or termination(s) thereof;

6. Disruption of operations of any one or more units or division of the Company due to natural calamity (earthquake, flood, fire etc.), force majeure or events such as strikes, lockouts etc.;

7. Effect(s) arising out of change in the regulatory framework applicable to the Company;

8. Litigation(s) / dispute(s) / regulatory action(s) with impact;

9. Fraud/defaults etc. by directors (other than key managerial personnel) or employees of the Company;

10. Options to purchase securities including any ESOP/ESPS Scheme;

11. Giving of guarantees or indemnity or becoming a surety for any third party;

12. Granting, withdrawal, surrender, cancellation or suspension of key licenses or regulatory approvals.

13. Any other information / event viz. major development that is likely to affect business, e.g. emergence of new technologies, expiry of patents, any change of accounting policy that may have a significant impact on the accounts, etc. and brief details thereof and any other information which is exclusively known to the Company which may be necessary to enable the holders of securities of the Company to appraise its position and to avoid the establishment of a false market in such securities.

Without prejudice to the generality mentioned above, the Company may make disclosures of event / information as specified by SEBI from time to time.

C. Events as enumerated in clause B above shall be considered material only on application of the following guidelines:

1. the omission of an event or information, which is likely to result in discontinuity or alteration of event or information already available publicly; or

2. the omission of an event or information is likely to result in significant market reaction if the said omission came to light at a later date; or

3. In case where the criteria specified in above sub-clauses 1 and 2 are not applicable, an event / information may be treated as being material if in the opinion of the Board of Directors of Company, the event / information is considered material.

D. Any other information / event viz. Major development that is likely to affect business:

Events / Information that may include but are not restricted to -
a. Any change of accounting policy that may have a significant impact on the accounts, etc. and brief details thereof;
b. Any other information which is exclusively known to the Company which may be necessary to enable the holders of securities of the Company to appraise its position and to avoid the establishment of a false market in such securities;
c. Market Sensitive Information;
d. Any event which in the view of the Board is material.

5. ADMINISTRATIVE MEASURES

In order to ensure that the Company complies with the disclosure obligations under Regulation 30 of the Listing Regulations, the Board has established an internal system for reporting an event / information which may be material in nature. Under the system,
(a) the Chief Executive Officer, Chief Financial Officer and Company Secretary, for the time being of the Company will inform the Board of Directors about any event or information which possibly may be material in nature, on the basis of the Guidelines mentioned in clause C of point no. 4 of the Policy; or
(b) if any member of the Board of Directors of Company considers any event / information as material in nature.
The information provided under sub-clauses (a) and (b) above shall be properly assessed and based on the opinion of the Board members, the Chief Executive Officer / Chief Financial Officer of the Company in consultation with the Chairman of the Company determine the materiality of the event / information and thereupon the Chief Executive Officer and Company Secretary shall make the disclosure to the Stock Exchanges. In case if the disclosure is required to be made, it shall be made in the manner as prescribed below:
i. Prepare draft announcement to the Stock Exchanges: If the event / information is material, the Company Secretary will prepare draft announcement to be submitted to the Stock Exchanges which is factual and expressed in clear manner and thereafter obtain approval of the Chairman of the Company.
ii. Lodge Announcements: The Company Secretary on behalf of the Company will lodge or arrange for lodgment of the announcement with the Stock Exchanges.
iii. Post announcement on website: After lodgment of the announcement with the Stock Exchanges, the Company Secretary will arrange to place it on the website of the Company. All the announcements made under this Policy shall be kept on the website for a minimum period of five years and thereafter as per the Policy for Preservation of Documents (Archival Policy) of the Company.

6. GUIDANCE ON WHEN AN EVENT / INFORMATION IS DEEMED TO BE OCCURRED

1. The events/information shall be said to have occurred upon receipt of approval of Board of Directors e.g. further issue of capital by rights issuance and in certain events/information after receipt of approval of both i.e. Board of Directors and Shareholders;
2. The events/ information that may be of price sensitive nature such as declaration of dividends etc., on receipt of approval of the event by the Board of Directors, pending Shareholder’s approval;
3. In the events/information such as natural calamities, disruption etc. can be said to have occurred when the Company becomes aware of the events/information, or as soon as, an officer of the entity has, or ought to have reasonably come into possession of the information in the course of the performance of his duties.

7. PROPER AND TIMELY DISCLOSURE OF MATERIAL EVENT / INFORMATION

For proper and timely disclosure of any material events/ information as defined hereon, the Company shall comply as under:
1. For determining materiality of any event/transaction, reference is to be made to this Policy and the Regulations.
2. Disclosure of the events enumerated in Clause 4(A)(4) above shall be made within 30 minutes of the conclusion of the Board Meeting at which such events were discussed along with the time of commencement and conclusion of the meeting.
3. All other events mentioned under Clause 4(A) and (B) above, other than those mentioned in the foregoing clause shall be disclosed by the Company as soon as reasonably possible but not later than 24 hours from the occurrence of a particular event.
Provided that in case the disclosures is made after 24 hours of occurrence of a particular event, the Company shall along with such disclosures provide explanation for delay.
4. Disclosure of any material development shall be made on a regular basis of any event, till the time the event is resolved/ closed.
5. The Stock Exchange shall also be regularly intimated about details of any change in the status and/ or any development thereon till the litigation or dispute is concluded and/ or is resolved.
6. The Company shall also disclose all the events or information with respect to its Subsidiaries which are material for the Company.
7. Company shall provide specific and adequate reply to all queries raised by stock exchange(s) with respect to any events or information.
8. Company may on its own initiative also, confirm or deny any reported event or information to stock exchange(s).
9. In case where an event occurs or information is available with the Company, which has not been indicated above, but which may have material effect on it, the Company shall make adequate disclosures in regard thereof.

8. AUTHORITY TO MAKE ALTERATIONS

The Board of Directors are authorized to make such alterations to this Policy as considered appropriate, subject, however, to the condition that such alterations shall not be inconsistent with the provisions of the Listing Regulations and any amendment thereto from time to time, and the decision of the Board in this respect shall be final and binding.
This revised Policy has been adopted by the Board of Directors of IITL Projects Limited vide Resolution passed on March 18, 2019 and shall be deemed to have come in to force from April 01, 2019.
Subsequent modification(s) / amendment (s) to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 shall automatically apply to this Policy.

IITL PROJECTS LIMITED

POLICY FOR PRESERVATION OF DOCUMENTS

1. Preface:

This Policy has been formulated in accordance with the Regulation 9 of the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015(Listing Regulations). The Board of Directors (the “Board”) of IITL Projects Limited (the “Company”) has approved thefollowing Policy (“The Policy”) of the Company in its meeting held on November 6, 2015, for preservation of Documents /Records maintainedby the Company either in Physical Mode or Electronic Mode (hereinafter referred to as “theDocuments”).

2. Objective of the Policy:

The purpose of this Policy is to ensure that the all the necessary documents and records of theCompany are adequately protected and preserved as per the statutory requirements and to ensurethat the records of the Company which are no longer needed or are of no value are discarded afterfollowing the due process for discarding the same. This Policy is also for the purpose of aidingemployees of the Company in understanding their obligations in retaining and preserving thedocuments and records which are required to be maintained as per the applicable statutory andregulatory requirements.

3. Definitions:

“Act”shall mean the Companies Act, 2013 and the rules framed thereunder, including any modifications, clarifications, circulars or re-enactment thereof.

“Board of Directors” or “Board” means the Board of Directors of IITL Projects Limited, as constituted from time to time.

“Company” means IITL PROJECTS LIMITED.

“Electronic Record(s)” means the electronic record as defined under clause (t) of sub-section (1) of section 2 of the Information Technology Act, 2000.

“Electronic Form” means any contemporaneous electronic device such as computer, laptop, compact disc, floppy disc, space on electronic cloud, or any other form of storage and retrieval device, considered feasible, whether the same is in possession or control of the Company or otherwise the Company has control over access to it.

“Maintenance” means keeping documents, either physically or in Electronic Form.

“Preservation” means to keep in good order and to prevent from being altered, damaged or destroyed.

“Regulations” means the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

The words and phrases used in this Policy and not defined here shall derive their meaning from the Applicable Law.

4. Administration:

Documents Preservation Schedule approved as the InitialSchedule for maintenance, preservation and disposal of the Documents is given in Appendix A. The Company may preservethe Documents in electronic mode. The Compliance Officer of the Company, (the Administrator) shallbe in-charge of administration of this Policy and the implementation process and procedures toensure that Documents Preservation Schedule is followed. The Administrator is also authorised tomake modifications to the Documents Preservation Schedule from time to time to ensure that it is incompliance with local, State and Central Laws and monitor compliance with this Policy.

Particulars of documents destroyed are required to be maintained in the format given in Appendix B.

5. Communication of this Policy:

Upon adoption of this policy by the Board of Directors of the Company, a copyof this Policy shall be handed over within one month to all existing employees and Directors of the Company. This Policy shall also be posted on the web-site of the Company.

6. Authority to make amendments:

The Board of Directors are authorized to make such alterations to this Policy as considered appropriate, subject, however, to the condition that such alterations shall not be inconsistent with the provisions of the Listing Regulations and any amendment thereto from time to time.

APPENDIX A – DOCUMENTS PRESERVATION SCHEDULE

The Documents Preservation Schedule is organised as follows:

Section Topic

A. Corporate Records
B. Accounts and Finance
C. Tax Records
D. Legal Files and papers
E. Property Records
F. Projects Records
G. Correspondence and Internal Memo
H. Insurance Records
I. Personnel Records
J. Electronic Records

IITL PROJECTS LIMITED

NOMINATION AND REMUNERATION POLICY

I. PREAMBLE:

Pursuant to Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors of every listed Company shall constitute the Nomination and Remuneration Committee. The Company already constituted Remuneration Committee comprising of three non-executive Independent Directors as required under Listing Agreement. In order to align with the provisions of the Companies Act, 2013 and the amended Listing Agreement from time to time, the Board on 19th May 2014 changed the nomenclature of the “Remuneration Committee” as “Nomination and Remuneration Committee” and reconstituted the Committee with three non-executive Independent Directors.

This Committee and the Policy is formulated in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Clause 49 of the Listing Agreement.

II. OBJECTIVE:

The Key Objectives of the Committee would be:

• 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.

III. Definitions:

“Board”smeans Board of Directors of the Company.

“Company” ” means “IITL Projects Limited”

"Independent Director" means a director referred to in Section 149 (6) of the Companies Act, 2013.

“Key Managerial Personnel” (KMP) means

• Chief Executive Officer or the Managing Director or the Manager,
• Whole-time Director,
• Chief Financial Officer and
• Company Secretary
• Such other officer as may be prescribed

“Nomination and Remuneration Committee” shall mean a Committee of Board of Directors of the Company, constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and the Listing Agreement.

“Policy or This Policy” means, “Nomination and Remuneration Policy.”

“Remuneration” means any money or its equivalent given or passed to any person for services rendered by him and includes perquisites as defined under the Income-tax Act, 1961.

“Senior Management” mean personnel of the Company who are members of its core management team excluding Board of Directors. This would include all members of management one level below the executive directors, including all the functional heads

IV. INTERPRETATION

Terms that have not been defined in this Policy shall have the same meaning assigned to them in the Companies Act, 2013, Listing Agreement and/or any other SEBI Regulation(s) as amended from time to time.

V. GUIDING PRINCIPLES

The Policy ensures 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.

VI. ROLE OF THE COMMITTEE

The role of the Committee inter alia will be the following

a) To formulate a criteria for determining qualifications, positive attributes and independence of a Director.

b)Formulate criteria for evaluation of Independent Directors and the Board.

c)Identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down in this policy.

d) To carry out evaluation of every Director’s performance.

e) To recommend to the Board the appointment and removal of Directors and Senior Management.

f) To recommend to the Board policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management.

g) Ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

h) To devise a policy on Board diversity.

i) 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

j) To perform such other functions as may be necessary or appropriate for the performance of its duties.

VII. MEMBERSHIP

a) The Committee shall comprise at least three (3) Directors, all of whom shall be non-executive Directors and at least half shall be Independent.
b) The Board shall reconstitute the Committee as and when required to comply with the provisions of the Companies Act, 2013 and applicable statutory requirement.
c) Minimum two (2) members shall constitute a quorum for the Committee meeting.
d) Membership of the Committee shall be disclosed in the Annual Report.
e) Term of the Committee shall be continued unless terminated by the Board of Directors

VIII. CHAIRPERSON

a) Chairperson of the Committee shall be an Independent Director.
b) Chairperson of the Company may be appointed as a member of the Committee but shall not Chair the Committee.
c) In the absence of the Chairperson, the members of the Committee present at the meeting shall choose one amongst them to act as Chairperson.
d) Chairperson of the Nomination and Remuneration Committee shall be present at the General Meetings or may nominate some other member for the purpose.

IX. FREQUENCY OF MEETINGS

The meeting of the Committee shall be held at such regular intervals as may be required.

The meeting of the Committee shall be held at such regular intervals as may be required.

a) A member of the Committee is not entitled to be present when his own remuneration is discussed at a meeting or when his performance is being evaluated.
b) The Committee may invite such executives, as it considers appropriate, to be present at the meetings of the Committee.

XI. VOTING

a) Matters arising for determination at Committee meetings shall be decided by a majority of votes of Members present and voting and any such decision shall for all purposes be deemed a decision of the Committee.
b) In the case of equality of votes, the Chairperson of the meeting will have a casting vote.

XII.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 are sufficient / satisfactory for the concerned position.
  3. The Company shall not appoint any person as Managing Director/Whole-time Director/Manager who is below the age of twenty one years or has attained the age of seventy 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/Manager (Managerial Person):

  The Company shall appoint or re-appoint any person as its Managerial Person for a term not exceeding five years at a time. No re-appointment 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 reappointment 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.

  At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director serves is restricted to seven listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Whole-time Director of a listed company.

• Evaluation:

  The Committee shall carry out evaluation of performance of every Director, KMP and Senior Management 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 subject to the provisions and compliance of the said Act, rules and regulations.

• Retirement:

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

XIII. PROVISIONS RELATING TO REMUNERATION OF MANAGERIAL PERSON, KMP AND SENIOR MANAGEMENT

• General:

  1. The remuneration / compensation / commission etc. to Managerial Person, 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.

  2. The remuneration and commission to be paid to Managerial Person shall be as per the statutory provisions of the Companies Act, 2013, and the rules made thereunder for the time being in force.

  3. 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 in the case of Managerial Person. Increments will be effective from the date of reappointment in respect of Managerial Person and 1st April in respect of other employees of the Company.

  4. Where any insurance is taken by the Company on behalf of its KMPs for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.

• Remuneration to Managerial Person, KMP and Senior Management:

  1. Fixed pay:

  Managerial Person, KMP and Senior Management shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Committee in accordance with the statutory provisions of the Companies Act, 2013, and the rules made thereunder for the time being in force. The break-up of the pay scale and quantum of perquisites including, employer’s contribution to P.F, pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board on the recommendation of the Committee and approved by the shareholders and Central Government, wherever required.

  2. Minimum Remuneration:

  3. Provisions for excess remuneration:

  If any Managerial Person draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Companies Act, 2013 or without the prior sanction of the Central Government, where required, he / she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company.

  The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government.

• Remuneration to Non-Executive / Independent Director:

  1. Remuneration:

  The remuneration shall be in accordance with the statutory provisions of the Companies Act, 2013, and the rules made thereunder for the time being in force and any other statutory/ regulatory provisions applicable to the Company.

  Employee Stock Options (ESOPs) if allotted and/ or commission from profits if given, may form part of the remuneration.

  2. Sitting Fees:

  The Non- Executive / Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof.

  The Non- Executive / Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof.

XIV. MINUTES OF COMMITTEE MEETING

Proceedings of all meetings must be minuted and signed by the Chairperson of the said meeting or the Chairperson of the next succeeding meeting. Minutes of the Committee meeting will be tabled at the subsequent Board and Committee meeting.

Deviations on elements of this policy in extraordinary circumstances, when deemed necessary in the interests of the Company, will be made if there are specific reasons to do so in an individual case.