VRC Group

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Remuneration Policy

VRC Policies

REMUNERATION POLICY FOR DIRECTORS & KEY MANAGERIAL PERSONNEL

  1. This Remuneration policy has been prepared keeping in mind extant Section 178(3) of the Companies Act, 2013 (“Act”) & Rules, Regulation thereunder. In case of any inconsistency, Act shall prevail. While formulating this policy, the Nomination and Remuneration Committee (“NRC”) has considered the factors laid down under Section 178(4) of the Act, which are as under: –

a) “Level and composition of Remuneration is reasonable and sufficient to attract, retain and motivate the Directors of the quality required to run the company successfully;

 b) relationship of Remuneration to performance is clear and meets appropriate performance benchmarks; and

 c) Remuneration to Directors, Key Managerial Personnel 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.”

2) Remuneration for Independent Directors and Non-independent Non-Executive Directors

  • Overall Remuneration should be reflective of size of the Company, complexity of the Sector / Industry / Company’s operations & it’s capacity to pay.

  • Within the parameters prescribed by law, the payment of sitting fees will be recommended by the NRC and approved by the Board.

  • Overall Remuneration should be reasonable and sufficient to attract, retain and motivate directors aligned to the requirements of the Company (taking into consideration challenges faced by the Company and its future growth imperatives).

  • In addition, pay to any Director such fair and reasonable expenditure, as may have been incurred by Director while performing his/her role as a director, such as attending Board / Board committee meetings, general meetings, site visits, induction and training (organized by the Company for directors) and in obtaining professional advice from independent advisors in the furtherance of his/her duties as a director.

  • Independent directors (“ID”) and non-independent non-executive directors (“NED”) may be paid sitting fees (for attending the meetings of the Board and of committees of which they may be members) within regulatory limits.

3) Remuneration for Managing Director (“MD”) / Executive Directors (“ED”) / KMP

  • Market competitive (market for every role is defined as companies from which the Company attracts talent or companies to which the Company loses talent).

 

  • Driven by the role played by the individual.

 

  • The extent of overall Remuneration should be sufficient to attract and retain talented and qualified individuals suitable for every role.

 

  • In addition to the basic/ fixed salary, the Company provides them with certain perquisites, allowances and benefits to enable a certain level of lifestyle and to offer scope for savings and tax optimization, where possible, subject to overall ceiling under Section 197 of the Act.

 

  • The Company provides retirement benefits as applicable.

 

  • Aligned to any regulatory requirements.

 

  • The Remuneration mix for the MD/EDs is as per the contract approved by the shareholders. In case of any change, the same would require the approval of the shareholders.

4) Remuneration payable to Director for services rendered in other capacity

  • The services rendered are of a professional nature; and

 

  • The Remuneration payable to the Directors shall be inclusive of any Remuneration payable for services rendered by such director in any other capacity, unless:

 

  • The NRC is of the opinion that the director possesses requisite qualification for the practice of the profession.

5) Policy implementation

  • The NRC is responsible for recommending the Remuneration policy to the Board. The Board is responsible for approving and overseeing implementation of the Remuneration policy.