ANNE>rI'RE-4H"

POLICY ON REMUNERATION OF DIRECTORS,KEY MANAGERIAL PERSONNEL & OTHER

EMPLOYEES

DIRECTOR'S REPORT.FY-2O I8- 19

:a 7 4899DL L97 SPLC;OOT 7 372O2, Kusal Baza\ g2-Og, Nehru place, New Delhi_l1OOl9

TABLE OT CONTENTS

.l In rodu.lion

., Brief or.eNiew under Companies Act, 2013

.1. Definitions* Nomination and Remuneration Committee. Guiding principles for Constitution of Nomination and Remuneration Committee. Committee Members

. Functions ofthe Nomination and Remuneration Committee.i' Applicability..1 Appointment ofDirector, KMp and Senior Management.i Remu', al.:. Retirementt Matters relating to the rcmuneration, perquisites for the Whole_time Director, ManagingDirector, XMp and Senior Management personnci.l ReIIluneration to Managing Director /Whole Time DirectorL. R mJn, rolron ro Non e,.e, ur,ve / lndependcnt Dirc.ror1. Kemuneratton ro KMp Senior M^,':, Amencrments ro the poricy

lagement Personnel a,,d other Employees

INTRODUCTION

In terms of Section 17g of the Compar,ies Act, 2013 & Companies (Meeting ol Board and irsPower5l pu1.. 20'4 as dmFnded from rim. ," ,i.". ,ii. p"ii"; ;;";_,.oil "J;rem,neration of Directors, Xey Managerial personnel (I(Mp), S..rio. i4or.g"-",_rt

",,a o*,".cmplo]r€es of the Company has been formulated by the Nominatior,

"r,a n"1nrr1".^tio.,committee oI the company. This poricy shalr act as ^

g"iaa-.-i"l"a""imining, inter_a1ia.qualifications, positive attibutes an.l independence .f", Di;;., i"a-iters .etating to tneremuneration, appointment. removar a',d evaluation or p".ror-"-." -oi'irre

Directors, r{ey\,1an.gerialPcrso1nel,ScnIorM,nagem.nl..d"'h"...p,],,)";"

BRIEI' OVERVIEW UNDER COMPAITIES ACT 2013

.Sa.rion I /B & Compdn.es l[,4sFr]ngs ot Board and irs po\,, ersl Rutes 20t.1)1. Constitution ofthe Nomination and Remuneration Commi,*" a""S",i"g "r,nree

or more

;;:":;:"*,". directors out or which nor less tharl one-h.rf

"r.,"ri r,. i"a"r",1o".,,

DIRECTOR'S -rY-2018-19

2. The Nomination and Remuneration Committee shall identify persons who are qualified tobecome directors ar,rd who may be "ppoint.a i., s.rrlo. g,4#-&.!n"t in accoraance with

3.

4.

the crite a laid down, recommend to the Board theil appointment and removal arid shallcarrJr out evaluation of every director's pefformance.'Ihe Nomination ald Remuneration Committee shall formulate the cdteria fordetemining qualifications, positive attributes .and independence of a director andrecommend to t}Ie Board a poticy, relating to the remuneration for the directors, keymanagerial personnel aid senior management personnel i.e. employees at one levelbelow the Board including functional heads.The Nomination and Remuneration Committee shall, while formulating the policy ensurethat:-. The level and composition of remrineration is reasonable a]:Id sufficient to attract,

retain and motivate directors ofthe quality required to run the company successfully;. relationship of remuneration to perfoma.nce is clear and meets appropdat'eperformance benchmarks; and

. Remuneration to directors, key managerial personnel and senior managementinvolves a ba.lance between fixed a.rld incentive pay reflecting short and long-termperformance objectives appropriate to the working of the company and its goals.

5. Such policy shall be disclosed in the Boar.d,s lebort.

In the context of the aforesaid criteria the following policy has been formulated by theNomination and Remuneration CorDmittee and adopted by the Board of Directors at itsmeetins held on l8u, March. 2015

EFF'EcTivE DATEI THIS PoLIcY SIIAJ,L BE EI'I'ECTIVE FRoM FINANCIAL YEAR 2015-16

DEFII{ITIONS

In this Policy unless rhe context otherwise requires:

1. Act'means Companies Act, 2013_and rules there under2. 'Board of Directors' or tsoard,, in ielation to the Company, means as delined in the Act.3. 'Committee' meals Nomination and Remuneration Committee of the Company as

constituted or reconstituted by the Board4.5.6.

a.

Company means Imperial Auto Industries LimitedDircctors' means Directors of the Company

'lndependent Director' means as delined in the Act.'Key Managerial Personnel' (KMP) means as defined in the Act'Ministry'means the Ministry of Corporate Affai.s'Senior Management Pe.sonnel' for this purpose shal1 mean employees of the companywho are members of its core management team excluding Board oI Directors. lt wouldcompise all members of management one level below the executive director(s), includinglhe [un.lonal / Divi<ionai hcads.'Non-Executive Director'means the director who is not in the whole_time employment oflhe Lompary

10.

#'o*! :turAbadl 5

v--#DIRECTOR'S REPORT.FY.2O18.19

:?iii!i,"?1"JJ;:l;'#::;1[:]J"#s and expressions uied in this po,icy and not;;;;9".61;*::.*."HtrJIffi $i^;%'"."::Ji'i;"H"i",l'fl H.Tjrime shair have rhe m;;;;':::::^-",:Tranies Acr, 20l3 as mayN9UIUATIoN AND po-i'i*-T]ll-"-'I 'ssrgned o them rhereh.*o",r^.,""^r,iffi liil;JiTf ,T,i"If; ,i*,Tf lI

Committee.

2. Committee Members

The Y1!g!9! arld R"murre.ation committeeName

o.. nrrl"a.. Nitf, lra.litUr. Vimar nGpin-

ffi*o*, -.ctors

Non-exec iiEliilii-.,_._-Posltlon -ln-Committee

I"',.;.*r".-==_-r;iffil\on-executive - N^h l;;:-l- =-

MembeiMemberMembei

T-o:\-:l.r rFF'nb.rs ur rhc ( ommrLrceappotntmenLs lrom time to time

3. J.UNCTIO A OF THE I{OMII{A?II

,,,11:#^."uJ_I;;"i;.;:J::[#*r.y"H?,Tffff xT#"I#fll,",,.*,"*

I. Guldlng ptlaclples for lvoldrlatloa atld Remunerafion Committee

il.'{,iil-:T ;1lffi :?[:"*ffi;f :".:"::::: Tr :" ".* out the objectives se, o,r,1i,tfi ii','t:.**i*:#::'rTjilj:r1iii:"ffi.::#tif :i:H,xJiil*:":iifi JffiT:tr*:rx}:,:ft if i:T,[';il:H,yah*.#",#audio-visuat -.a".

"u o.;."i

-," ";"" '':]^-1t]:"" the meering physica,ly 6' . ----"'elommrrree shar have rhe aurhorirv;""""::i::: " ].. ;#;;Ji"";;',,:::-'"?,IH:,:**"J:n*#ni,z":,xir."l:1,_,1,:Gi:".:i,f .[:*[j'H'il:erternals. as ;, a".-= r,. irr""

r.'_u (arr such emplo)pelsJ, senior olfi,'comm rec. .. .... \umpcn, .**,"',,.niii,::i,.::".:l:l:fl,: rJ:

be change due to resignations and new

7. Devise framewo.u ,^"'^-"-.1," r.." ,he Independenl DireLlors --_ '"r u',q('rols

rarnil,arization proce"" "",",]l*'"ffL,"o"|',Tj|::",fr:J*#S. throue;h suiiabie

1. Jdpntify oersons who cre qualifirscnror mandgernenr i" u"."rdur1j",,:::"m"

Dircctors and who maj be appoinred in

, ::iili, :3;:r;H"-,;";;'.;.. ;;;":l *".':lIi" #i *, ;:;ft ,

;:h;z, tormulaLe the criterta for de.ndepenocncc

", " o,,*,.. '-#'illrn ine qualiicatrons. posi,ire

. ,ernunerdrion lur rhc direnrors, u".']T-'no.,o ,r',. ao.-.d :";:ll'". ",:,:::I" il:, *:l ffi::.*"fl. ; ;" ;;:;, ",1 ;il.'iT:, i::1 ;,"ill :$:..":3: -; ;;;4. To recommend Lo the Board on

- senior Management -" Remuneration payable to the Di.ecrors, KMp and5. To retain, moLrvate and promole

". ;:l::.'"' ffi ;*;1i::#T$iTiT r"ffi ,:ilx."J; ;;;B 1 errn s u s'| a ina bir,, o,

, ;::, I", ;;:I:*;; ;.;;:",JT: :: ; : ffi;..Jil T:.:::."o, Exec r. r i ve D, e",.1 5

-_--.4rq.lrE

DIRECTOR'S1A-19

liability

8. Decide / approve details of fixed components and performalce linked incentives

- along with the performance criteria9. Devise a policy on Board diversity

10. Formulate the crite a for eva.luation of Independent Directors and the Boa-d11, The Nomination and Remuneration Committee shall, formulaie the Remuneration

Policy of the Company12. The Nomination and Remunelation Committee shall assist the Boa_rd in ensuring

that plans are in place for orderly succession for appointrnents to the Board and tosenior ma.ltagement

13. To Develop a succession plan for the Board and to regularly review the plan

Provlded that NoEilation and Remuaeratiort CoEEittee shall set up mecharlsm tocarry out its functlons and ls further arithorized to delegate otry / a[ of lts powe$ toany of the Dlrectors snd / or offlcets of the Comparly, as deeaed necessaty for properand erapeditious executiotr.

APPLICABILITY

This Policy is applicable to:1. Di.ectors viz. Executive, Non-executive and Independent2. Key Managerial Personnel3. Senior Management Personnel4. Other Employees ofthe Company

APPOINTMENT OF DIRESIOR. XMP AND SDNIOR MANAGEMENT

l. The Committee sha]l identitr arld ascertain tle integrity, qu€liflcation, expertise andexperience of the person for appointment as Director, KMp or at Senior Managementlevel and recommend to the Board his / her appointment

2. A peNon should possess adequate qua.lificatlon, expertise alld experience for theposition he / she is considered for appointnent. The Committee has discretion to decidewhether quatification, expertisejand experience possessed by a person is sufficjent /satislactory for the concerned position.

3, Appointment of lndependent Directors is subject compliance of provisions of section 149of the Companies Act, 20 1 3, read with schedule IV and rules there .under

4. The Company shall not appoint or continue the emploJment of any person as, ManagingDirector and Whote-time Director vrho has attained the age of seventy years. providedthat the term of the person holding this position may be extended beyond tlte age ofseventy years with the approval of shareholders by passing a special rcsolution basedon t}Ie explanatory statement annexed to the notice for such motion indicating thejustification for extension of appointment beyond seventy years

5. Appoi tment or re-appointnent of Whole Time Directoi, Managing Director,Independent Director, Non- Executive Director, KMp shall be made as per theapplicable provisions of the compaiies Act 2013 or rules made there under as amendedtime to time

DIRDCTOR'S REPORT-FY-2O 18- I.9

RE!4qy4!

The Committee may recommend to the Board with reasons recorded in writing removal of a

Director, KMP, or senior Management personnel subject to the provisions of the Companies

o.a, ,Or'a ,11a ,, *ner applicable act' rules' and regulations if any

RETIREMENT

The Director, KMP and Senior Management Personnel shall rctire as-per the applicable

;;;;;;;i'*. Resurations and the ;evaitins policy of the company. The Board will have

the discretion to retain the Director' KMP' iettior Martagemtnt Personnel in the same

,."rU,- i t.-""**ton or otherwise euen aiter att'ining the retirement age' for the benelit

of the ComPanY.

1. The remuneration / compensation / profit-linked commission etc.to the Whole-time

Director, Managing Director, Directors'and Independent Directors will be determined by

the committee -d t"(]o*-t"d"J to tlle Board for approval The remuneration /

compensatiott / profltlinked commission etc sha-ll be in accordance with the provision

of the Companies Act, 2013 '""J *i'tt tqt"" made there under and schedule V of the

Compa.nies Act, 2013 wherever required

2. As regaJds the remuneration of KMP' S"niot Management Personnel and other

- ;;rifi", the determination shall be effected by way of annual presentation before the

committee by Flead - HR and / or by the Chief Financial Officer' which vrould have

.*"i"n" j"oi*. fn. Committee shall peruse the same and approve accordingly'

3. Organization -wide Incleme'Its to the o<isting temuneration / compensation structure

- ;ffii; approved bv respective head' Inciements to t}le whole Time Director(s)'

,i*t"* il'r".a. should be within the limits as provided in the Companies Act' 2013

o, -r!" Ilra. *t"." ,nder read with schedule V as amended time to -time

n. iil;;; insurance is taken by the company on behalf of its whole-time Director'"

irr1"i-B*".",-, offrcer, chief Firiancial offrcer,the company secretary a,,d any other

"r"rf"r""" for indemnifring them against any liability' the

-premium paid on such

irr"ur"ac. stt"tt not Ue treated as part;f the remuneration Payable to any such

0.."""""i. ,-rra"a t-llat if such person is proved to be guilty, the premium paid on such

insurance sha-ll be treated as part of tie remuneration'

REMUNERATION TO MANAGING DIRECTOR/ WHOLE TIME DIRECTOR

1. Remunetatio!fi,emunelaEro!ifr. M"t.glrrg oir".toilwhole-time Director shall be eligible

"t t:-:""":I"l::3I.::

"ppr"t"J iV ift Stt*eholders of the Company on the recommendatiofl of the Committee

aid the Board of Diectors. The ureak-up of the pay scale' Performance Oo*: -T^U*"rir* * perquisites including, "ll1'r:'':. ":"oiY*i"i :'^,'.li .1"::::r":i"?":;;#;#;J, ;dr""" "..

""i,", tre decidea ad iifl"d tl *: :-".10":i ^t::.Jffi"""J;; ;t;;""--1*" "" o* tt-'e provision of t11e 9jffa!i:s.A11

ti:. T*rules rnade there under including schedule V and thin the overall

DIRECTOR'S 18-19

I

shall be within

remuneration approved by the shareholders and Central Government' wherever

rcquired.

Milftlrum Remuleration ladequate, the

it, in any fioalcial year, the Company has no profits or its prolits are it

C"-p"rV "fruff

p"y re*un".atio,, to its Wholt-ti-" Director/managing Director in

.".oiaurl." orltf, tfr" provlsions oI the Companies Act, 2013 a'rrd if it is not able to comply

with such provisions, then with the previous approval of the Central Government

Provi6lols fot excess temunetatiorii""V Wfrot"-,i-" Director/Managing Director draws or receives' directly.or indirectly by

-[ "of ,"*rrr"aation any such

"u]m" it' t*c""" of the limits prescdbed under the

i.tp..i"" Act, 2013 or witiout the prior sanction of the CentIal- Government' v/here

,"qri."a, n" / she shall refund such sums to the Comparry and until such sum is

r"frrrra"a, noti it in trust for the company' The Company shall not waive recovery of

such sum refundable to it untess permitted by the Central Government'

1. Sltting FeGs

The NJn-executive/ Independent Directors of the Company shall be paid sitting fees as

per the applicable Regulations and' The quantum of sitting fees will be determined as per

th" ,".o-L.rrdatior, of Nominatron and Remuneration Committee and approved by the

Board of Directors of the ComPanY.

2, Proltt-linked CommissionThe profitlinked Commission shall be iraid within the monetary limit approved by the

"ha."hold"." of the Company subject to the same not exceeding 1olo of the net profits of

the Company computed as per t-l.e applicable provisions of the Regulatrons

3' Stock optiotts not be entitled toPu."rar'tt to the provisions of the Act, an lndependent Director sha]1

any stock option of t-lle Company Only such employees of .the -Company and its

sulsidiaries as approved by the Nomination and Remuneration Committee will be

granted stock options.

PERSONNEL AND OTIIER EMPLOYEES

Remuneratron to Key Manageria-l Persomel shall be paid subject to the ptovision of the

Comparries Act, 201i a]rld rules made there under as a,rnended ftom time to time

The KMe, Senior Ma.nagement Personnel aIrd other employees of t].e Company shall be paid

monthly remuneration as plr the Company's HR policies' The breat-up of the pay scale aidquantum of perquisites including, employert coflftibution to P F, pensioo scheme' medica]

expenses, club fees etc. shall be as per the Company's HR dolicies'

Y.

The Head-HR at!d/ or the chief Financial oflicet of the

organlzation wide anrual presertatlon(s) which woulil haztil5compaly wlll

te detallsmake

setting)r"erx

E F.rihbad, r("'. ""9

DIRBCTOR'S -FY-2018-19

/

out the ptoposed performatlce bonus pay-outs fot the cutrelt firanciel year as well as-the proposed incremelts for the next llnarrcial year.

This Remuneration Policy shall apply to a.ll future/ continuing emplojrment/ engageaent(s)with the Company.

The remuneratibn for KMP and Senior Maaagerial .personnel and other employees of theCompany shalt be based on the org-wide recommendation/ presentation by the head-HRand/ or the Chief Finarlcia_l Officer of the Comparly. In case any of the relevant regr_ilationsrequire that remuneration of KMps or a,ly other oflicer is to be specilica_Ily approved by theCommittee and/ or the Board of Directors then such approva_l will be accordingly procured.

AMENDMENTS TO THE POLICY

The Board of Directorc on its own and / or as per the recommefldations of Nomination andRemuneration Committee carl amend this policy, as alld when deemed lit.

In case. of any aaendment(s), clarfilcatior(6), clrculat(s) etc. issued by the relevantauthoritles, not beirg corslstent with the provisiots laid dowrr under this policy, thensucL ahendinett(6), clarlticatlon(s), circulai(s) etc. shall prevail upo! the provlslonshereundet ard this Policy shall stanal artreldeal accordiagly, from tile elfeefiee date aslaid alowrr under such qrrteDdment(s), clar lcatton(6), clrcular(6) etc.

For ard o! behauofBoard ofDirectors ofIIIIPERIAL AUTO IIIDUSTRJEA LTMITED

SHAIII BEHARI SARDAI{A(Managing Dlrector)DIII:OO10941aH.[O. D-99, Parchsheel EacLEwc-l1ooi?,llew Delhi

Date: OStL September, 2Ot9Place: Farldabad

Registcred Omce: 2O2, Xusar Bazar, C2-33,fiehru Place-lrOO19 , New Delht.

,J-il{4d4 JAGJIT SINGH

lwhole Tlne DllectorlD[Y:OOt()9439H.No. 09, Sector-15A,raridabad-121oO2, Haiyana

DIRECTOR'S REPORT-FY-2o 1 8- 19

/

u