INVESTOR RELATIONS


Preamble to the Policy:

Manjushree Technopack Limited(hereinafter referred as ‘Manjushree’) has been actively participating in social responsibility initiatives through the new Indian Companies Act, 2013 in one of new initiatives, has made it mandatory for companies falling under certain threshold limits of turnover or paid up capital or net profit criteria to formulate a Corporate Social Responsibility (CSR) Policy and also spend a certain amount of average net profits on specified CSR activities. Hence, it has become imperative for the Company to formulate a policy to be compliant with law. The Board of Directors of the Company at its meeting held on 21st May 2014has constituted a CSR Committee to formulate & recommend a policy, recommend spend and also monitor CSR spends. This policy has been framed in the light of the provisions of the Companies Act, 2013, the rules and regulations framed thereunder and the Board resolution of. 21st May 2014

Title:

This policy may be called as the Corporate Social Responsibility (CSR) PolicyofManjushree Technopack Limited.

Definitions:

In this policy, unless the context otherwise requires

  • “Act” means the Companies Act, 2013.
  • “Board” means the Board of Directors of Manjushree Technopack Limited.
  • “CSR Rules” mean the Companies (Corporate Social Responsibility Policy) Rules, 2014 issued under Companies Act, 2014 by the Central Government of India.
  • “CSR Committee” means the committee constituted by the Board of Directors of the Company from time to time to comply with the provisions of Act & the CSR Rules.
  • ‘Net Profit’ means net profit as defined in Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 as set out below:

Net Profit as per financial statements prepared in accordance with the applicable provisions of the Act, but shall not include the following, namely:

  • any profit arising from any overseas branch or branches of the Company, whether operated as a separate company or otherwise; and
  • any dividend received from other companies in India, which are covered under and complying with the provisions of Section 135 of the Act.

Words and expressions used and not defined in this policy but defined in the Act and CSR Rules shall have meanings respectively assigned to them in the Act & CSR Rules.

P​urpose of the Policy:

The purpose of this policy is to define the CSR policy of the Company, the projects and programs to be undertaken by the Company for the purpose of complying with the Company’s’ CSR obligations, to prescribe the methodologies of implementation of the policy and periodic monitoring of the same.

CSR Activities, Projects or Programs to be Undertaken under this Policy:

The projects or programs to be undertaken by the Company under this policy shall be in compliance with the subjects enumerated in Schedule VII of the Act (as amended from time to time). The extract of the schedule VII of the Act is enclosed as Annexure II to this Policy. Should there be a change in the Schedule VII of the Act, the same shall be replaced automatically as Annexure II to this Policy.The Company will select projects or programs or activities under the broad areas as are enumerated in Annexure II.

Implementing the Policy:

The overall responsibility of administering, deciding the spend and monitoring the CSR Policy will vest with the CSR Committee. However, for the day to day effective implementation, actual spending, identifying the projects, liaising with identified agency/people, the CSR Committee, authorizes the Managing Director and Director HR of the Company (together shall be termed as “CSR Implementation Team”) as persons responsible for implementing the CSR Policy. The Managing Director and Director HR are authorized to enlist the services of such personnel of the company (Administration/Finance/HR/Quality/Legal& other persons interested in doing CSR activity and work on voluntary basis) and also seek services of an external expert agency, as they deem fit and if found necessary for the purposes of effective implementation of this policy. The Managing Director and Director HR are authorized to make any decisions as they deem fit for the purposes of effective implementation of the policy.

Methodology & Guidelines for Selection of Projects for CSR Activities:

The CSR Implementation Team shall select the projects keeping in view the following guidelines:-

  • The subjects and projects shall be such which are covered in Schedule VII (as amended from time to time) of the Act.
  • The CSR activity shall comply with all the rules prescribed under the CSR Rules.
  • Aproper due diligence shall be performed before selecting the organization/projects/agency.
  • The CSR activity shall not be in the ordinary course of the business of the Company.
  • There shall not be any contribution directly or indirectly to any political party.
  • The CSR projects or programs or activities should not benefit only the employees of the Company and their families.
  • One or more activity or programmes or organization may be selected for CSR spend but within overall limit of amount determined by CSR Committee for the year. The amount to be distributed between various projects or programmes or organization shall be decided by the CSR Implementation Team.
  • The CSR Implementation Team or personnel authorized by it shall, wherever required make personal visits to the Organization/entity to be selected for CSR activities before selection of the project for the CSR activity.
Determination of the Amount to be Spent in any Financial Year:

The amount to be spent on CSR activity shall be determined and recommended by the CSR Committee to the Board of Directors of the Company. The CSR Committee shall determine and recommend the amount to be spent for a particular financial year based on the audited accounts of the previous financial years. The amount to be determined shall be in accordance with the provisions of the Act and the CSR Rules. Upon approval by the Board of Directors of the amount to be spent for the financial year, the amount shall become available for actual spend.

Meetings of CSR Committee:

The CSR Committee shall meet at least once in a year or as many times as required to decide, implement and monitor the CSR activities. Such meetings shall precede the meetings of the Board of Directors.

Approval Mechanism for Projects Selected:

The projects or programs or organization selected for the purpose of CSR spends shall initially be made by the CSR Implementation team. The CSR Implementation Team shall submit a report to CSR Committee with the basis and reasons for selecting a particular project, its recommendation of the amount to be spent and such other matters as may be required/necessary. After selection by the CSR Implementation Team, the same shall be placed before the CSR Committee for its final approval. The CSR Committee shall approve the project/programme/organization and upon its approval, the project can be undertaken.

Actual Spend, Funds Allocation, Maintenance of Accounts etc.:

The actual spend for the year shall be such as may be determined by the CSR Committee. The amount shall become available for spend after determination by CSR Committee and its approval by the Board of Directors. The finance department of the Company shall transfer the amount determined by the CSR Committee to a separate account in the books of account. All expenses of CSR shall be defrayed from the normal bank accounts of the Company upon approval by the CSR implementation Team. The finance team of the Company shall keep proper accounts of the CSR expenditure and also vouchers/bills/invoices etc.

Area of activity:

The registered office of the Company is situated in Bangalore. Karnataka, India. The provisions of the Act and CSR Rules prescribe that the CSR activities shall be performed by giving preference to the local area and areas around it where the Company operates. Hence, the area of activity for CSR activities shall be the state of Karnataka, India.

Monitoring of the CSR Activity:

The CSR Committee shall monitor the CSR activity to be undertaken by the Company. In this process the CSR Committee shall be assisted by the CSR implementation Team. The CSR Implementation Team shall provide yearly reports to CSR Committee to be placed in CSR Committee Quarterly meetings which shall cover the following matters:-

  • The project or program selected for the CSR activity for the year.
  • A brief write-up about the activity or organization selected for CSR activity and the basis and reasons for selection of a specific activity.
  • Photographs of the activity undertaken.
  • An Annual report on the CSR activitieswith all points as required to be placed before the Board of Directors and in its report as per the provisions of the Act and the CSR Rules.
  • A proper account of the amounts allocated and the amounts spent for the year.
Spend:

The amount allocated by the CSR Committee shall be spent by the CSR Implementation Team within the same finalization year. Should there be any unspent amount for any reason out of the determined amount for the year, the CSR Committee shall take a decision on spending the same in any other manner within the framework of this Policy.

Surplus Arising out of CSR Activity:

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

Collaboration with other Companies/Group Companies on CSR Activities:

Within the framework of the provisions of the Act and the CSR Rules and to the extent permitted thereunder, the CSR Committee and the CSR Implementation Team shall explore the possibility of collaborating with other companies and other group companies so that the CSR spend can be effectively and advantageously spend which shall serve greater good.

Other Matters/Difficulties:

If there are any matters which are not covered by this policy or in the Act or in the CSR Rules, the same shall be brought to the notice of the CSR Committee by the CSR Implementation team and thereafter the CSR Committee shall take a final decision on those matters.

Approved by
CSR Committee, Manjushree Technopack Limited
Annexure I:
Extract of the CSR Provisions of the Act and CSR Rules of the Companies Act, 2013:
Section 135 of the Companies Act, 2013
    • 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 shall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more directors, out of which at least one director shall be an independent director.
    • The Board’s report under sub-section (3) of section 134 shall disclose the composition of the Corporate Social Responsibility Committee.
    • The Corporate Social Responsibility Committee shall,–
      • formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the company as specified in Schedule VII;
      • recommend the amount of expenditure to be incurred on the activities referred to in clause (a); and
      • monitor the Corporate Social Responsibility Policy of the company from time to time.
    • The Board of every company referred to in sub-section (1) shall,–
      • after taking into account the recommendations made by the Corporate Social Responsibility Committee, approve the Corporate Social Responsibility Policy for the company and disclose contents of such Policy in its report and also place it on the company’s website, if any, in such manner as may be prescribed; and
      • ensure that the activities as are included in Corporate Social Responsibility Policy of the company are undertaken by the company.
    • The Board of every company referred to in sub-section (1), shall ensure that the company spends, in every financial year, at least two per cent. of the average net profits of the company made during the three immediately preceding financial years, in pursuance of its Corporate Social Responsibility Policy:
Extract of Companies (Corporate Social Responsibility Policy) Rules, 2014
Annexure – II
Extract of Schedule VII of the Act, which will be the areas under which the Company will Undertake CSR Activities:
    • eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation and making available safe drinking water:
    • promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly, and the differently abled and livelihood enhancement projects;
    • 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;
    • 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;
    • protection of national heritage, alt 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:
    • measures for the benefit of armed forces veterans, war widows and their dependents;
    • training to promote rural sports, nationally recognized sports, Paralympic sports and Olympic sports;
    • 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 Caste the Scheduled Tribes, other backward classes, minorities and women;
    • contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government
    • Rural development projects.”
Audit Committee:
  • Mr. Jayesh Merchant – Chairman
  • Mr. Ashok Sudan - Member
  • Mr. Manu Anand – Member
  • Mr. Sanjay Kapote - Permanent Invitee
  • Mr. Pankaj Patwari - Permanent Invitee
Stakeholders Relationship Committee
  • Mr. Ashok Sudan - Chairman
  • Mr. Sanjay Kapote - Member
  • Mr. Pankaj Patwari - Member
Nomination and Remuneration Committee (NRC)
  • Mr. Manu Anand - Chairman
  • Mr. Jayesh Merchant - Member
  • Mr. Ashok Sudan - Member
  • Mr. Pankaj Patwari - Permanent Invitee
Corporate Social Responsibility (CSR) Committee
  • Mr. Ashok Sudan - Chairman
  • Mr. Pankaj Patwari - Member
  • Mr. Sanjay Kapote - Member

About the Company – Legal status, Incorporation details, Registered Office:

A company incorporated under the Companies Act, 1956.
Registered Office at Plot No. 60 E&F, Bommasandra Industrial Area, Bangalore – 560099

Background of the Company – Business space, product details, customers

Board of Directors of the Company- Brief Profile of each Director of the Company.
Facilities of the Company – manufacturing/operating facilities, locations, branch offices.
Manufacturing Facilities At:

Unit -1, Plot No. 60 E&F, Bommasandra Industrial Area, Bangalore – 560099

Role of Directors – Duties, Liabilities and expectations.

The Board of Directors guides, directs and oversees the management and protects long term interests of shareholders, employees and the society, at large. The Board has complete access to all information with the Company, inter – alia, the following information is provided to the Board, with the Agenda papers for the Board meetings being circulated in advance of each meeting or is tabled in the course of such meeting.

  • Annual Operating plans, Business Budgets and Capital Expenditure Budget
  • Quarterly results of the Company and its operating divisions or business segments.
  • Minutes of the meetings of the Audit Committee and other Committees of the Board.
  • Details of any Collaboration Agreement or Investment Agreement

Duties of Directors as per Section 166 of the Companies Act, 2013.

Subject to the provisions of this Act, a director of a company shall act in accordance with the articles of the company.

  • A director of a company shall act in good faith in order to promote the company for the benefit of its members as a whole, and in the best interests of the company, its employees, the shareholders, the community and for the protection of environment.
  • A director of a company shall exercise his duties with due and reasonable care, skill and diligence and shall exercise independent judgment.
  • A director of a company shall not involve in a situation in which he may have a direct or indirect interest that conflicts, or possibly may conflict, with the interest of the company.
  • A director of a company shall not achieve or attempt to achieve any undue gain or advantage either to himself or to his relatives, partners, or associates and if such director is found guilty of making any undue gain, he shall be liable to pay an amount equal to that gain to the company.
  • A director of a company shall not assign his office and any assignment so made shall be void.

Code for Independent Directors as per Schedule IV to the Companies Act, 2013.

Guidelines of professional conduct:

An independent director shall:

  • uphold ethical standards of integrity and probity;
  • act objectively and constructively while exercising his duties;
  • exercise his responsibilities in a bona fide manner in the interest of the company;
  • devote sufficient time and attention to his professional obligations for informed and balanced decision making;
  • 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;
  • 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;
  • refrain from any action that would lead to loss of his independence;
  • where circumstances arise which make an independent director lose his independence, the independent director must immediately inform the Board accordingly;
  • assist the company in implementing the best corporate governance practices

Role and functions:

The independent directors shall:

  • 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;
  • bring an objective view in the evaluation of the performance of board and management;
  • scrutinize the performance of management in meeting agreed goals and objectives and monitor the reporting of performance;
  • satisfy themselves on the integrity of financial information and that financial controls and the systems of risk management are robust and defensible;
  • safeguard the interests of all stakeholders, particularly the minority shareholders;
  • balance the conflicting interest of the stakeholders;
  • 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;
  • moderate and arbitrate in the interest of the company as a whole, in situations of conflict between management and shareholder’s interest.

MANJUSHREE TECHNOPACK LIMITED has always been committed to good corporate governance practices, including in matters relating to Related Party Transactions. An endeavor is consistently made to have arms’ length transactions with Related Parties.

As per the provisions of Companies Act, 2013 and Rules made there-under and in the back-drop of the Company’s philosophy on such matters, a Policy is hereby framed as under

  • All Related Party Transactions (RPTs) of the Company as prescribed under the Companies Act, 2013 and Clause 49 of the Listing Agreement will be approved by the Audit Committee of the Board from time to time, subject to the provisions of Companies Act, 2013 read with rules there under.
  • Consent of the Board and Shareholders is also be taken in respect of RPTs as specified under the Companies Act, 2013.
  • Where Board consent / shareholders’ approval is required.
  • The agenda of the Board meeting at which the resolution is proposed to be moved and Explanatory statement to be annexed to the notice of such general meeting, shall disclose all such details / information about the contract as are prescribed under the Companies (Meetings of Board and its Powers) Rules, 2014.
  • Where RPTs require approval of the Board and the shareholders through special resolution.
  • Any Director who is interested in any contract or arrangement with a related party, shall not be present at the meeting during discussions on the subject-matter of the resolution relating to such contract or arrangement and Such Related Party (ies) shall abstain from voting on such resolutions of the shareholders.
  • This Policy on Related Party Transactions shall be governed by the Companies Act, 2013 read with Rules made there under, as may be in force for the time being or such other Rules / Regulations, as may be notified by SEBI from time to time.

Introduction:

In pursuance of the Company’s policy to consider human resources as its invaluable assets, to pay equitable remuneration to all Directors, Key Managerial Personnel 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, 2013 and the Listing Agreement as amended from time to time, this Nomination and Remuneration Policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Committee and approved by the Board of Directors.

Objective and Purpose:

The objective and purpose of this Nomination and Remuneration Policy is:

  • 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 and Key Managerial positions and to determine their remuneration.
  • To determine remuneration based on the Company’s size and financial position and trends and practices on remuneration prevailing in peer companies, in the industry.
  • To carry out evaluation of the performance of Directors, as well as Key Managerial 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. In the context of the aforesaid criteria the following Nomination and Remuneration Policy has been formulated by the Committee and adopted by the Board of Directors at its meeting held on 29th September, 2014.

Effective Date:

This Nomination and Remuneration Policy shall be effective from 1st October, 2014.

Applicability:

The Nomination and Remuneration Policy is applicable to:

  • Directors (executive and non-executive)
  • Key Managerial Personnel
  • Senior Management

General:

  • This Nomination and Remuneration Policy is divided in two parts: Part – A covers the appointment and nomination and Part – B covers remuneration and perquisites etc.
  • The key features of this Company’s Nomination and Remuneration policy shall be included in the Board’s Report.

Part A – Policy for Appointment and removal of Director, Key Managerial Personnel and Senior Management

Appointment criteria and qualifications:

  • The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, Key Managerial Personnel or at Senior Management level and recommend to the Board his / her appointment.
  • 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 is sufficient / satisfactory for the concerned position.
  • The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of 65 (sixty five) years. Provided that the term of the person holding this position may be extended beyond the age of 65 (sixty five) 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 65 (sixty five) years.

Term / Tenure:

    • Managing Director/Whole-time Director:

The Company shall appoint or re-appoint any person as its Chairperson/Chairman, Managing Director or Whole-time Director for a term not exceeding 5 (five) years at a time. No re-appointment shall be made earlier than 1 (one) year before the expiry of term.

  • Independent Director:
    • An Independent Director shall hold office for a term up to 5 (five) consecutive years on the Board of the Company and will be eligible for re-appointment 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 2 (two) consecutive terms, but such Independent Director shall be eligible for appointment after expiry of 3 (three) years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of 3 (three) years, be appointed in or be associated directly or indirectly with the Company in any other capacity.
    • At the time of appointment of Independent Director it should be ensured that number of boards on which such Independent Director serves is restricted as provided under the Companies Act, 2013 and the rules there under and the Listing Agreement.
    • The appointment/re-appointment of Independent Directors shall be in accordance with the condition as prescribed under the Companies Act, 2013, rules made there under and the Listing Agreement.

Evaluation:

The Committee shall carry out evaluation of performance of every Director, Key Managerial Personnel and Senior Management Personnel at regular interval (yearly) and recommend it to the Board.

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, Key Managerial Personnel or Senior Management Personnel subject to the provisions and compliance of the said Act, rules and regulations.

Retirement:

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

PART B – POLICY RELATING TO THE REMUNERATION FOR THE WHOLE-TIME DIRECTOR, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

General:

  • The remuneration/ compensation/ commission etc. to the Whole-time Director, Key Managerial Personnel and Senior Management will be determined by the Committee based on criteria such as industry benchmarks, the Company’s performance vis-à-vis the industry, responsibilities shouldered, performance/track record, macro-economic review on remuneration packages of heads of other organisationsand recommended to the Board of Directors for approval. The remuneration/ compensation/ commission etc. shall be subject to the approval of the shareholders of the Company and Central Government, wherever required.
  • The remuneration and commission to be paid to the Whole-time Director shall be in accordance with the percentage/ slabs/ conditions laid down in the Articles of Association of the Company and as per the provisions of the Companies Act, 2013, and the rules made thereunder.
  • Increments to the existing remuneration/ compensation structure may be recommended by the Committee to the Board. Increments will be effective from 1st April in respect of all Whole-time Directors and employees of the Company.
  • Where any insurance is taken by the Company on behalf of its Whole-time Director, Chief Executive Officer, Chief Financial Officer, the Company Secretary and any other employees 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 Whole-time/ Executive/ Managing Director, Key Managerial Personnel and Senior Management:

    • Fixed pay

The Whole-time Director / Key Managerial Personnel and Senior Management shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Committee. 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.

    • Minimum Remuneration:

If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Whole-time Director in accordance with the provisions of Schedule V of the Companies Act, 2013 and if it is not able to comply with such provisions, with the previous approval of the Central Government.

    • Provisions for excess remuneration:

If any Whole-time Director 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 Directors:

Independent Directors are appointed for their professional expertise in their individual capacity as independent professionals / business executives. Independent Directors receive sitting fees for attending the meeting of the Board and committees of the Board and commission as approved by the Board and shareholders.

      • 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, 2013 and the rules made thereunder. The remuneration by way of commission paid to the Independent Directors shall be determined periodically and reviewed based on the industry benchmarks.

      • 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 such maximum permissible amount per meeting of the Board or Committee as may be prescribed under the Companies Act, 2013 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 the Shareholders, subject to the limit not exceeding 1% of the profits of the Company, computed as per the applicable provisions of the Companies Act, 2013.

      • Stock Options:

An Independent Director shall not be entitled to any stock option of the Company.

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