JIK INDUSTRIES LIMITED

NominationandRemunerationCommitteePolicy

PREFACE

Pursuant to section 178 of theCompaniesAct, 2013and Regulation 19 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) , the Board of Directors of every listed Company shall constitute the Nomination and Remuneration Committee.

COMMENCEMENT

Thispolicyisapplicablewitheffectfromfinancialyear2015-16.

LEGALPROVISIONS

Section178oftheCompaniesAct,2013foreverylistedcompanyandCompanieshavingPaid UpCapitalof Rs.10croreormoreorturnoverofRs.100croreormoreoraggregateoutstanding loansorborrowingsordepositsexceedingRs.50croreormoreshallconstituteaNomination andRemunerationCommitteeoftheBoard.

Themonetarylimitsasaboveshallbeasperlastauditedfinancialstatements.

Clause49oftheListingAgreementalsoelaboratestheneedforsuchacommitteecomprising ofatleast3directors,allofwhomtobenonexecutiveandatleast50%ofthecommitteeshall be independentdirectors. Chairman of the committee shall be an independent director.

Provided that the chairperson of the company (whether executive or non-executive) may be appointed as a member of the Nomination and Remuneration Committee but shall not chair suchCommittee.

ROLE OF THE COMMITTEE

The scope of function of Nomination and Remuneration Committee mandated underCompanies Act and Listing Agreement are:

  • Formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration for the directors, Key Managerial Personnel and other employees.
  • Formulate criteria for evaluation of independent directors and the Board.
  • Devising policy on Board diversity
  • Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal.
  • The committee shall meet often as required in order to comply with the aforesaid functions.
  • The Committee shall lay down its own rules regarding quorum and such quorum for the

meeting shall be presence of at least majority of the members.

Appointment of Director, Key Managerial Personnel & Senior Management

COMPANYPOLICYONAPPOINTMENTOFEXECUTIVEDIRECTORSANDNONEXECUTIVEDIRECTORS:

  1. Whole TimeDirectororManagingDirectorappointmentandremuneration issubjecttoapprovalbymembersingeneralMeeting.
  1. Allappointmentsofexecutivedirectorstosatisfytheconditionslaiddownu/s.196andPart1 ofScheduleV oftheCompaniesAct,2013.
  1. Theappointmentsofindependentdirectors will be subject to theconditionslaiddownu/s.149ofthe CompaniesAct, 2013.
  1. Thedirectorsshallbegovernedbycodeofconductstipulatedforindependentdirectors underScheduleIVoftheCompaniesAct,2013.
  1. The remuneration to directors both Managing Director /Whole time directors and Non executivedirectorsaspersection197of the CompaniesAct,2013notto exceed11%ofthe netprofitscomputedinthemannerstipulatedundersection198undertheCompaniesAct,2013.
  1. The maximum remuneration to Managing Director / Whole time director individually not to exceed 5% of the net profits computed in the manner stipulated under the Companies Act,2013.
  1. Theremunerationintheformof commissionorotherwisepayabletononexecutivedirectors nottoexceed3% ofthenet profitsif therearenoManagingDirectorand1%ifthereis ManagingorWholetimedirector.

Apart from theremuneration asabove, alldirectors other than Executive Directors areeligiblefordirectorsittingfeesforattendingtheBoardmeetingandalsoreimbursementof expenses,ifany,incurredforattendingtheboardmeeting.

The Executive Directors apart from remuneration are eligible for reimbursement of all expensesrelatingtotravel,conveyance,businesspromotionincurredbythemfordischarge ofofficialduties.

PROCESSOFSELECTIONOFDIRECTORSANDKEYMANAGEMENTPERSONNEL

Thecommitteemaydecideselectionof thepersonnelfromexternalsourceor withinthe companyorgrouporrecommendationby otherdirectors.

The committee shall ensure that the personnel selected as Board Member or Key ManagementPersonnelorotherseniorpersonnelof thecompanydopossessrequisite qualifications,skills,experienceandknowledgeintherelevantfields.

BOARDDIVERSITY

Thecommitteeshallensurethatthecompany doeshaveaboardwithpropermixofexecutive, nonexecutiveandindependentdirectors and suitable experience.

Thecommitteeshallnotbebiasedbygender,religionorcaste.

SELECTIONOFEXECUTIVEDIRECTORSANDKEYMANAGEMENTPERSONNEL

Themanagementofthecompanyshallinformthecommitteeinatimelymanneroftheneed for ExecutiveDirector,KeyManagementPersonnelandSeniorManagementPersonnel especiallyifanyvacancyarisesthereofandshallalsoprovidetheirsuggestiononthetype of candidaterequiredto beselected,takingintoconsiderationthequalifications,experience, personaltraits,theremunerationpackagethat couldbe offeredandthetimefactorfor completingtheselectionprocess.

Thecommitteeshallevaluatesuchrequestfromthe managementasaboveand forman independentjudgmentonthe needfor selectingthe personnelandnatureandtypeof the personnelbestsuitedtofillinthevacancy.

POLICY RELATING TO REMUNERATIONOFDIRECTORS,KEYMANAGEMENTPERSONNEL AND SENIOR MANAGEMENT PERSONNEL

Thecommitteeshallconsiderthefollowingwhilefinalizingremunerationof directors,key managementpersonnel:

a)To ensure that the level and components of remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and other employees of the quality required to run the Company successfully.

b)Improved performance should be rewarded by increase in remuneration and suitable authority for value addition in future.

c)Provisions of law with regard making payment of remuneration, as may be applicable, are complied.

PERFORMANCEEVALUATION

Thecommitteeshallinitiateprocessof performanceevaluationof nonexecutivedirectors includingindependentdirectorsatleastonceinafinancialyear.

Theevaluationshallbeinanobjectivemanner.

Theevaluationshallincludetheknowledgeandproficiencyofthedirector,thepositiveand negativetraits,attendanceoftheboardandcommitteemeetings,and effectiveparticipationin themeetings.

TheChairmanbasedontherecommendationofthecommitteeshallhaveaprivatemeeting witheachofthedirectorsforconveyingtheevaluationmadeonthedirector.

REVIEW

The policy shall be reviewed by the Nomination and Remuneration Committee and the Board from time to time as may be required.

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