Nomination and remuneration policy
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1. PREAMBLE

1.1 The Remuneration Policy of THE WESTERN INDIA COTTONS LIMITED (the “Company”) is designed to attract, motivate, improve productivity and retain manpower, by creating a congenial work environment, encouraging initiatives, personal growth and teamwork, and inculcating a sense of belonging and involvement, by offering appropriate remuneration packages and superannuation benefits. The policy reflects the Company’s objectives for good corporate governance as well as sustained long-term value creation for shareholders.
1.2 The remuneration policy provides a framework for remuneration paid to the members of the Board of Directors (“Board”), Key Managerial Personnel (“KMP”) and the Senior Management Personnel (“SMP”) of the Company (collectively referred to as “Executives”).

2. DEFINITIONS

2.1 Key Managerial Personnel: Key Managerial Personnel means—
(i) Chief Executive Officer or the Managing Director
(ii) Whole-time Director;
(iii) Chief Financial Officer
(iv) Company Secretary
(v) Such other officer as may be prescribed under the Companies Act, 2013

2.2 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.

3. OBJECTIVES

3.1 The main objectives of this Policy is constitution of the Nomination and Remuneration Committee and align its functions in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Clause 49 under the Listing Agreement.
3.2 The Key functions of the Committee would be:
3.2.1 To guide the Board in relation to remuneration payable to Directors, Key Managerial Personnel and Senior Management personnel
3.2.2 To recommend to the Board on Remuneration payable to the Directors.
3.3 Key Objectives of the Policy would be
3.3.1 The remuneration policy aims to enable the company to attract, retain and motivate qualified members for the Board and Executive level.
3.3.2 The remuneration policy seeks to enable the company to provide a balanced and performance-related compensation package, taking into account interests of shareholders, industry standards and relevant Indian corporate regulations.
3.3.3 The remuneration policy will ensure that the interests of Board members and Executives are aligned with the business strategy and risk tolerance, objectives, values and long-term interest of the company and will be consistent with the “pay-for-performance” principle.
3.3.4 The remuneration policy will ensure that remuneration to Directors and Executives 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.

4. PRINCIPLES OF REMUNERATION

4.1 Transparency: The process of remuneration management shall be transparent, conducted in good faith and in accordance with appropriate levels of confidentiality.
4.2 Internal equity: The Company shall remunerate the Board Members and the Executives in terms of their roles within the organisation. Positions shall be formally evaluated to determine their relative status in relation to other positions within the Company.
4.3 External equity: The Company strives to pay an equitable remuneration, capable of attracting and retaining quality personnel.
4.4 Flexibility: Remuneration and reward offerings shall be sufficiently flexible to meet both the needs of individuals and those of the Company whilst complying with relevant tax and other legislation.
4.5 Affordability and Sustainability: The Company shall ensure that remuneration is affordable on a sustainable basis.

5. NOMINATION AND REMUNERATION COMMITTEE

5.1 The Members of the Nomination and Remuneration Committee shall be appointed by the Board and shall comprise of at least three Directors out of which at least one member shall be an Independent Directors.
5.2 The Committee shall be responsible for
5.2.1. Identifying persons who are qualified to become Directors in accordance with the criteria laid down in this policy.
5.2.2. Ensuring that any payments made are fair to the individual and the company, that failure is not rewarded and that the need to mitigate loss is fully recognized.
5.3 The Committee shall:
5.3.1 Review the ongoing appropriateness and relevance of the remuneration policy;
5.3.2 Ensure that no director or Executive is involved in any decisions as to their own remuneration.

6. COMPENSATION STRUCTURE

6.1. Remuneration to Independent and Non-Executive Directors:
6.1.1. The Independent and Non-executive Directors of the company are paid remuneration by way of sitting fees only for attending the meetings of the Board of Directors and its Committees. The sitting fees paid to the Independent and Non-executive Directors for attending meetings of Board of Directors and for attending the Committees thereof will be fixed by the Board from time to time within the limits prescribed under the Companies Act, 2013. Beside the sitting fees they are also entitled to reimbursement of expenses incurred in the interest of the Company. They are not paid any other remuneration.
6.1.2. The sitting fees of the Independent and Non-executive Directors for attending meetings of Board of Directors and the Committees of Board of Directors may be modified or implemented from time to time only with the approval of the Board in due compliance of the provisions of Companies Act, 2013.
6.1.3. The present sitting fee is Rs.10,000/-(Rupees ten thousand-only) per sitting in Board / Committee meetings
6.2. Remuneration to Executive Directors,
6.2.1. Remuneration packages for Whole Time Directors are designed subject to the limits laid down under the Companies Act, 2013 to remunerate them fairly and responsibly. The remuneration of MD/WTDs comprises of salary, bonus, perquisites and also retirement benefits like P.F., Gratuity, etc as per Rules of the Company.
6.2.2. Remuneration also aims to motivate the Executive Directors to deliver Company’s key business strategies, create a strong performance – oriented environment and reward achievement of meaningful targets over the short and long -term.
6.2.3. As a policy, the Executive Directors are not paid sitting fee.

7. SUPPLEMENTARY PROVISIONS

7.1. Any matters not provided for in this Policy shall be handled in accordance with relevant laws and regulations and the Company’s Articles of Association. Also if this Policy conflict with any laws or regulations subsequently promulgated as amended pursuant to lawful procedure, the relevant laws and regulations shall prevail, and this Policy shall be amended in a timely manner.
7.2. The right to interpret this Policy vests in the Board of Directors of the Company.