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The policy is framed with the objective(s): 1. 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. That the relationship of remuneration to performance is clear and meets appropriate performance benchmarks.
3. That the remuneration to Directors, Key Managerial Personnel (KMP), and other employees of the Company 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.
4. 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, Key Managerial positions and to determine their remuneration.
5. To determine remuneration based on the Companyâ€™s size and financial position and trends and practices on remuneration prevailing in peer companies, in the industry.
6. To carry out evaluation of the performance of Directors, as well as Key Managerial and Senior Management Personnel and to provide for reward(s) linked directly to their effort, performance, dedication and achievement relating to the Companyâ€™s operations; and.
7. To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.
8. To lay down criteria for appointment, removal of directors, Key Managerial Personnel and Senior Management Personnel and evaluation of their performance.
In the context of the aforesaid criteria the following policy has been formulated by the Nomination and Remuneration Committee and adopted by the Board of Directors at its meeting held on February 1, 2021.
The Securities and Exchange Board of India (SEBI) vide its notification No. LAD-NRO/GN/2014- 15/21/85 dated January 15, 2015 notified The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (â€˜Regulationsâ€™). There were several amendments to these Regulations, latest of which was notified on July 17, 2020. Pursuant to Regulation 8, the Board of Directors of the Company shall formulate and publish on its official website:
(i) a Code of practice and procedure for fair disclosure of Unpublished Price Sensitive Information (â€˜UPSIâ€™) as set out in Schedule A to the said regulations. Such code and every amendment thereto shall be promptly intimated to the stock exchanges where the securities are listed.
(ii) a Code of Conduct to regulate, monitor and report trading by insider(s), their immediate relatives and other connected persons towards achieving compliance with these regulations, adopting the minimum standards as set out in Schedule B to the said regulations. Accordingly, this Code of Conduct & Code for Fair Disclosure (â€˜the Codeâ€™) will replace the erstwhile Code to bring in line with the provisions of The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and Companies Act, 2013 (â€˜Actâ€™) and amendments thereto. This Code is effective from May 15, 2015.
The Code of PAB (â€˜the Companyâ€™) was amended on Feb 11, 2021,to be immediately effective.
This policy provides the guidelines adopted by the Company for determining materiality of events or information relating to the Company and procedures laid down for prompt disclosure of such material events/information.
Accordingly, inter-alia, pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, this policy has been adopted by the Company’s Board of Directors vide its resolution dated November 2, 2015 in order to set forth the guidelines for determining material events or information relating to the Company and to ensure timely and adequate disclosure of material events or information so that present and potential investors are able to take informed decision with respect to their investment in the Company.
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