This Nomination and Remuneration Policy is being formulated in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Regulation 19 of SEBI (LODR) Regulations, 2011, as amended from time to time.
1. Definitions
1.1 “Remuneration” means any money or its equivalent given or passed to any person for services rendered by him and includes perquisites as defined under the Income-tax Act, 1961;
1.2 “Key Managerial Personnel” means: i) Managing Director, or Chief Executive Officer or Manager and in their absence, a Wholetime Director; ii) Chief Financial Officer; iii) Company Secretary; and iv) such other officer as may be prescribed.
1.3 “Senior Management” shall mean officers/personnel of the listed entity who are members of its core management team excluding board of directors and normally this shall comprise all members of management one level below the Chief executive officers / Managing Director / Whole Time Director / Manager (including chief executive officer / manager, in case they are not part of the board) and shall specifically include company secretary and chief financial officer.
1.4 “Nomination / Remuneration / Compensation Committee” means the committee constituted by Trigyn Technologies Limited Board in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations
2. Objective and Purpose of the Policy
The objective of the policy is to ensure that
2.1 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;
2.2 Relationship of remuneration to performance is clear and meets appropriate performance benchmarks;
2.3 Remuneration to directors, key managerial personnel and senior management 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.
2.4 The Policy is in compliance with Section 178(3) and Section 178(4) of the Companies Act, 2013 and Regulation 19(4) read with Part D of Schedule II of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”).
3. Scope of the policy
The Policy applies to all directors, key managerial personnel and other employees.
4. Policy – Remuneration to Executive Directors and Key Managerial Personnel
4.1 The Board, on the recommendation of the Nomination / Remuneration / Compensation Committee (NRC), shall review and approve the remuneration payable to the Executive Directors of the Company within the overall limits approved by the shareholders.
4.2 The Board, on the recommendation of the NRC Committee, shall also review and approve the remuneration payable to the other Key Managerial Personnel of the Company.
4.3 The remuneration structure of the Executive Directors and other Key Managerial Personnel shall include the following components:
a. Total Fixed Cost: This includes base salary, other allowances, perquisites and retirement benefits.
b. Variable Cost: This includes incentives / performance bonus linked to Company and individual performanc
c. The sum total of the Total Fixed Cost and Variable Cost is called the Cost to Company in the remuneration package.
5. Policy – Remuneration to Non-Executive Directors
5.1 Non-Executive Directors shall be entitled to sitting fees for attending the meetings of the Board and the Committees thereof.
6. Policy – Remuneration to other employees
6.1 Employees shall be assigned grades according to their qualifications and work experience, competencies as well as their roles and responsibilities in the organization, Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile, skill sets, seniority, experience and prevailing remuneration levels for equivalent jobs.
7. Review and Amendment
7.1 The NRC or the Board may review the Policy as and when it deems necessary.
7.2 This Policy may be amended or substituted by the NRC or by the Board as and when required and also by the Compliance Officer where there are any statutory changes necessitating the change in the policy.