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Remuneration Policy of the Company

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In accordance with the provisions of Section 178 of the Companies Act, 2013 and the Rules made thereunder, the Nomination and Remuneration Committee (“Committee”) of Savita Oil Technologies Limited (“the Company”) was constituted on 1st February, 2014 consisting of three Independent Directors.

  1. OBJECTIVE
    This policy has been formulated in compliance with Section 178 of the Companies Act, 2013 read along with the applicable Rules thereto and Clause 49 under the Listing Agreement.

  2. EFFECTIVE DATE
    This Policy is effective from 1st February, 2014
    .
  3.  SCOPE
    This policy is applicable to Directors and Senior Personnel of the Company.

  4. DEFINITIONS
    4.1. Act means the Companies Act, 2013 and Rules framed thereunder, as amended from time to time.
    4.2. Board means Board of Directors of the Company.
    4.3. Directors mean Directors of the Company.
    4.4. Key Managerial Personnel mean -
    1. Managing Director
    2. Whole-time Director
    3. Chief Financial Officer
    4. Company Secretary

    4.5. Senior Management means personnel of the Company who are members of its core management team excluding the Board of Directors. This would also include all members of management one level below the executive directors including all functional heads.
         Senior Management in the Company means and includes the following positions:-

    1. Key Managerial Personnel (KMP) under Clause 4.4
    2. Presidents - Lube Marketing
    3. President - Wind Division
    4. Vice Presidents - Petroleum Specialty
    5. Vice President - Materials
    6. Head of Human resource and Personnel

  5. ROLE OF THE COMMITTEE
    1. To formulate criteria for identifying Directors and Senior Management employees of the Company.
    2. To recommend to the Board in relation to appointment and removal of Directors and Senior Management.
    3. To formulate criteria for evaluation of Independent Directors on the Board.
    4. To carry out evaluation of the performance of the Directors on the Board.
    5. To formulate and recommend to the Board a policy relating to the remuneration payable to Directors, Key Managerial Personnel and Senior Management employees covered under Clause 4.5.
    6. To ensure that level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully.
    7. To ensure that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
    8. Also to ensure that remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and variable performance linked payout (PLP) reflecting short and long term performance objectives appropriate to the working of the Company and its goals
    9. To devise a policy on Board diversity.

  6. POLICY RELATING TO THE REMUNERATION FOR DIRECTORS, KEY MANAGERIAL PERSONNEL (KMP) AND SENIOR MANAGEMENT EMPLOYEES
    6.1  General:
    1. The Committee shall ensure 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;
    2. Moreover it shall also ensure that the relationship of remuneration to performance         is clear and meets appropriate performance is clear and meets appropriate benchmarks;
    3. Remuneration for Directors, Key Managerial Personnel and Senior Management should involve a balance between fixed and variable pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.
    4. The remuneration payable to the Directors of a Company including Managing Director/Whole-time Directors shall be recommended by the Committee to the Board for approval. Such remuneration payment including Commission, if any, shall be in accordance with and subject to the provisions of the Act and approval of the Members of the Company and Central Government, wherever required, as per the provisions of the Act.
    5. In respect of Key Managerial Personnel, the remuneration as approved by the Board of Directors shall be payable to such KMPs.  The annual increment to the KMPs and Senior Management shall be based on the annual appraisal and shall be determined by the Managing Director.
    6. Professional indemnity and liability insurance for Directors, Key Managerial Personnel and Senior Management not to be treated as remuneration. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.

    6.2 Remuneration to Managing Director/Whole-time Directors:
    The remuneration for the Managing Director/Whole-time Director will be governed as per the provisions of the Companies Act, 2013 and the rules framed thereunder from time to time.

    6.3  Remuneration to Non- Executive & Independent Directors:
    1. The remuneration payable to Non- Executive & Independent Directors will be governed as per the provisions of the Companies Act, 2013 and the rules framed thereunder from time to time.
    2. These Directors may receive remuneration by way of fees for attending meetings of the Board or any Committee thereof. Provided that the amount of such fees shall not exceed such amount as may be prescribed by the Central Government from time to time.
    3. Remuneration may be paid by way of commission within the monetary limit approved by Members, subject to the limit as per the applicable provisions of the Companies Act, 2013.
    4. Independent Directors shall not be entitled to any stock options of the Company under the Companies Act, 2013

    6.4  Remuneration to KMP and Senior Management employees:
    As mentioned earlier, the remuneration as approved by the Board of Directors shall be payable to KMPs. The annual increment to the KMPs and Senior Management Personnel shall be based on the annual appraisal and shall be determined by the Managing Direct

  7. DISCLOSURE OF THE POLICY
    The Remuneration Policy and the Evaluation Criteria of  the Committee shall be disclosed in the Board’s Report forming a part of the Annual Report of the Company.

  8. FREQUENCY OF MEETINGS
    The meetings of the Committee could be held at such regular intervals as may be required.

  9. QUORUM
    Minimum two (2) members shall constitute a quorum for the Committee meeting.

  10. CHAIRMAN
    In the absence of the Chairman, the members of the Committee present at the meeting shall choose one amongst them to act as Chairman.

    Chairman of the Nomination and Remuneration Committee meeting could be present at the Annual General Meeting, to answer the Members queries. However it  would be upto the Chairman to nominate some other member to answer the Members’ queries.

  11. SECRETARY
    The Company Secretary of the Company shall act as Secretary of the Committee.

  12. MINUTES OF THE COMMITTEE MEETING
    Proceedings of all meetings must be minuted and signed by the Chairman of the Committee and tabled at the subsequent Board and Committee meeting.

  13. MISCELLEANOUS:
    1. In respect of any policy matters relating to Senior Management (excluding KMPs), the Committee may delegate any of its powers to one or more Company representatives occupying Senior management position.
    2. This policy shall be updated from time to time, by the Company in accordance with the amendments, if any, to the Companies Act, 2013, rules made thereunder, Listing Agreement or any other applicable enactment for the time being in force.