Nomination & Remuneration Policy


1. Introduction
The Company considers human resources as its invaluable assets. This policy on nomination and
remuneration of Directors, Key Managerial Personnel (KMPs), Senior Management and other
employees has been formulated in terms of the provisions of the Companies Act, 2013 and SEBI
(LODR) Regulations, 2015 any rules made thereunder in order to pay equitable remuneration to
the Directors, KMPs, Senior Management and employees of the Company and to harmonize the
aspirations of human resources consistent with the goals of the Company.

2. Objective and purpose of the policy
The objectives and purpose of this policy are:
2.1 To formulate the criteria for determining qualifications, competencies, positive attributes and
independence for appointment of a Director (Executive / Non-Executive) and recommend to
the Board policies relating to the remuneration of the Directors, Key Managerial Personnel,
Senior Management and other employees. This includes, reviewing and approving corporate
goals and objectives relevant to the compensation of the Executive Directors (ED), Chief
Executive Officer (“CEO”), evaluating the ED’s/CEO's performance in light of those goals and
objectives, and, either as a committee or together with the other independent Directors (as
directed by the Board), determine and approve the ED’s/CEO's compensation level based on
this evaluation; and making recommendations to the Board with respect to their
compensation, and incentive-compensation and equity based plans that are subject to Board
approval;

2.2 The policy also addresses the following items: Committee member qualifications; Committee
member appointment and removal; Committee structure and operations; and Committee
reporting to the Board.

2.3 To formulate the criteria for evaluation of performance of all the Directors on the Board;

2.4 To devise a policy on Board diversity; and

2.5 To lay out remuneration principles for employees linked to their effort, performance and
achievement relating to the Company’s goals.

3. Constitution of the Nomination and Remuneration Committee
The Board has constituted the “Nomination and Remuneration Committee” of the Board This is
in line with the requirements under the Act, 2013 and SEBI (LODR) Regulations, 2015.
The Board has authority to reconstitute this Committee from time to time.
‘Board’ means Board of Directors of the Company.
‘Directors’ means Directors of the Company.‘Committee’ means Nomination and Remuneration Committee of the Company as constituted
or reconstituted by the Board, in accordance with the Act and rules made thereunder.
‘Company’ means “Genera Agri Corp” Limited.
‘Independent Director’ means a Director referred to in Section 149(6) of the Companies Act, 2013
and rules made thereunder.

‘Key Managerial Personnel (KMP)’ means
i) the Managing Director or the Chief Executive Officer or the Manager and in their absence,
a Whole-time Director;
ii) the Chief Financial Officer; and
iii) the Company Secretary.

Senior Management means personnel of the Company who are members of its core
management team excluding Board of Directors comprising all members of management
one level below the Executive Directors, including the functional heads.
Unless the context otherwise requires, words and expressions used in this policy and not
defined herein but defined in the Companies Act, 2013 and rules made thereunder as may
be amended from time to time shall have the meaning respectively assigned to them
therein.

General
This Policy is divided in three parts: - Part - A covers the matters to be dealt with and
recommended by the Committee to the Board; Part - B covers the appointment and
nomination; and Part - C covers remuneration and perquisites etc. This policy shall be
included in the Report of the Board of Directors.

Part - A
Matters to be dealt with, perused and recommended to the Board by the Nomination
and Remuneration Committee
The following matters shall be dealt by the Committee:-

(a) Composition of the Board:
Periodically reviewing the composition of the Board to ensure that it is structured to
make appropriate decisions, with a variety of perspectives and skills, in the best
interests of the Company as a whole;

(b) Directors:
Formulate the criteria determining qualifications, positive attributes and
independence of a Director and recommending candidates to the Board, when
circumstances warrant the appointment of a new Director, having regard to the rangeof skills, experience and expertise, on the Board and who will best complement the
Board;

(c) Succession plans: Establishing and reviewing Board and senior executive
succession plans in order to ensure and maintain an appropriate balance of skills,
experience and expertise on the Board and Senior Management;

(d) Evaluation of performance: Make recommendations to the Board on appropriate
performance criteria for the Directors. Formulate the criteria and framework for
evaluation of performance of every Director on the Board of the Company. Identify
ongoing training and education programs for the Board to ensure that Non-Executive
Directors are provided with adequate information regarding the options of the
business, the industry and their legal responsibilities and duties.

(e) Board diversity: The Committee is to assist the Board in ensuring Board
nomination process with the diversity of gender in compliance with section 149 of
Companies Act 2013, thought, experience, knowledge and perspective in the Board,
in accordance with the Board Diversity policy.

(f) Remuneration framework and policies: The Committee is responsible for
reviewing and making recommendations to the Board on:

(a) the remuneration of the Managing Director, Whole-time Directors, and KMPs

(b) the total level of remuneration of Non-Executive Directors and for individual
remuneration for Non-Executive Directors and the Chairman, including any additional
fees payable for membership of Board committees;

(c) The remuneration policies for all employees including KMPs, senior management and
other employees including base pay, incentive payments, equity awards, retirement
rights and service contracts having regard to the need to

(i) attract and motivate talent to pursue the Company’s long term growth;
(ii) demonstrate a clear relationship between executive compensation and
performance; and
(iii) be reasonable and fair, having regard to best governance practices and legal
requirements.
(iv) the Company’s equity based incentive schemes including a consideration of
performance thresholds and regulatory and market requirements;
(v) the Company’s superannuation arrangements and compliance with relevant
laws and regulations in relation to superannuation arrangements; and
(vi) the Company’s remuneration reporting in the financial statements and
remuneration report.PART – B

Policy for appointment and removal of Director, KMPs and Senior
Management

Appointment criteria and qualifications
1. The Committee shall identify and ascertain the integrity, qualification,
expertise and experience of the person for appointment as Director, KMP or
senior management level and recommend to the Board for his / her
appointment.

2. A person to be appointed as Director, KMP or senior management level
should possess adequate qualification, expertise and experience for the
position he / she is considered for appointment. The Committee has
discretion to decide whether qualification, expertise and experience
possessed by a person is sufficient / satisfactory for the concerned position.

3. A person, to be appointed as Director, should possess impeccable
reputation for integrity, deep expertise and insights in sectors / areas relevant
to the Company, ability to contribute to the Company’s growth,
complementary skills in relation to the other Board members.

4. The Company shall not appoint or continue the employment of any person
as Managing Director / Executive Director who has attained the age of
seventy years and shall not appoint Independent Director who has attained
the age of seventy five years. Provided that the term of the person holding
this position may be extended at the discretion of the committee beyond the
age of seventy years/seventy five years with the approval of shareholders by
passing a special resolution based on the explanatory statement annexed to
the notice for such motion indicating the justification for extension of
appointment beyond seventy years/Seventy five years as the case may be.

5. A whole-time KMP of the Company shall not hold office in more than one Company except in
its subsidiary Company at the same time. However, a whole-time KMP can be appointed as a
Director in any Company, with the permission of the Board of Directors of the Company
Term / Tenure

1. Managing Director / Whole-time Director
The Company shall appoint or re-appoint any person as its Managing Director and CEO or
Whole-time Director for a term not exceeding five years at a time. No re-appointment shall
be made earlier than one year before the expiry of term.2. Independent Director

An Independent Director shall hold office for a term up to five consecutive years on the Board
of the Company and will be eligible for re-appointment on passing of a special resolution by
the Company and disclosure of such appointment in the Board’s report.

No Independent Director shall hold office for more than two consecutive terms, but such
Independent Director shall be eligible for appointment after expiry of three years of ceasing
to become an Independent Director. Provided that an Independent Director shall not, during
the said period of three years, be appointed in or be associated with the Company in any
other capacity, either directly or indirectly. However, if a person who has already served as
an Independent Director for five years or more in the Company as on April 1, 2014 or such
other date as may be determined by the Committee as per regulatory requirement, he / she
shall be eligible for appointment for one more term of five years only.

At the time of appointment of Independent Director, it should be ensured that number of
Boards on which such Independent Director serves is restricted to seven listed companies as
an Independent Director and three listed companies as an Independent Director in case such
person is serving as a Whole-time (Executive) Director of a listed Company.
Removal

Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made
thereunder or under any other applicable Act, rules and regulations, the Committee may
recommend, to the Board with reasons recorded in writing, removal of a Director or KMP
subject to the provisions and compliance of the said Act, rules and regulations.
Retirement

The Whole-time Directors, KMP and senior management personnel shall retire as per the
applicable provisions of the Companies Act, 2013 and the prevailing policy of the Company.
The Board will have the discretion to retain the Whole-time Directors, KMP and senior
management personnel in the same position /remuneration or otherwise, even after
attaining the retirement age, for the benefit of the Company

PART - C
Policy relating to the remuneration for Directors, KMPs and other employees
General
1. The remuneration/compensation/commission etc. to Directors will be determined by the
Committee and recommended to the Board for approval.

2. The remuneration and commission to be paid to the Managing Director shall be in
accordance with the provisions of the Companies Act, 2013, and the rules made thereunder.

3. Increments to the existing remuneration/compensation structure may be recommended
by the Committee to the Board which should be within the limits approved by the
Shareholders in the case of Managing Director.

3. Where any insurance is taken by the Company on behalf of its Managing Director, Chief
Financial Officer, the Company Secretary and any other employees for indemnifying them
against any liability, the premium paid on such insurance shall not be treated as part of the
remuneration payable to any such personnel. Provided that if such person is proved to be
guilty, the premium paid on such insurance shall be treated as part of the remuneration.
Remuneration to KMPs and other employees

The policy on remuneration for KMPs and other employees is as below:-
1. Fixed pay
The remuneration and reward structure for employees comprises two broad
components — annual remuneration and long-term rewards. The Committee would
determinthe remuneration of the Directors and formulate guidelines for remuneration
payable to the employees.
These guidelines are as under:

a) Annual remuneration Annual remuneration refers to the annual compensation
payable to the employees of the Company. This may comprises two parts - a fixed
component, and a performance-linked variable component based on the extent of
achievement of the individual’s objectives and performance of the business unit. The
performance-linked variable pay will be directly linked to the performance on
individual components of the performance contract and the overall performance of
the business. An employee’s variable pay would, therefore, be directly dependent on
key performance measures that represent the best interests of shareholders.
The objective is to set the total remuneration at levels to attract, motivate, and retain
high-caliber, and high potential personnel in a competitive global market. The total
remuneration level is to be reset annually based on a comparison with the relevant
peer group, market conditions and practices applicable for the employees in India.

b) Long-term rewards
Long-term rewards may include Long-Term Incentive Plans (LTIP) under which
incentives would be granted to eligible key employees based on their contribution to
the performance of the Company, relative position in the organisation, and length of
service under the supervision and approval of the Committee. The Company couldimplement various long term awards schemes that could include Long Term Incentive

Programme (LTIP) spread over several years with payouts in multiple tranches linked
to Company’s performance. Another form of long term awards could be in the nature
of stock options of the Company. Stock Options may be granted to key employees
and high performers in the organization who would be selected by the Committee
based on their criticality, past performance and potential. The grant, vesting and
other scheme details would be formulated from time to time.

These long term reward Schemes are implemented to attract and retail talent in
the industry
Minimum remuneration to Managing Director/Whole Time Director
If, in any financial year, the Company has no profits or its profits are inadequate, the
Company shall pay remuneration to its Managing Director in accordance with the
provisions of Schedule V of the Companies Act, 2013 and if it is not able to comply
with such provisions, with the previous approval of the Central Government.
Remuneration to Non-Executive / Independent Directors

1. Remuneration :
The remuneration payable to each Non-Executive Director is based on the
remuneration structure as determined by the Board, and is revised from time to
time, depending on individual contribution, the Company’s performance, and the
provisions of the Companies Act, 2013 and the rules made thereunder.

The remuneration to the Non-executive Directors (including Independent
Directors) may be paid within the monetary limit approved by shareholders,
subject to the limit not exceeding 1% of the profits of the Company computed as
per the applicable provisions of the Companies Act, 2013 and any rules
thereunder.
Each Director of the Company shall be entitled to receive out of funds of the
Company for his services in attending Board Meetings.

2. Stock Options:
The Independent Directors shall not be entitled to any stock options of
Company.Policy Review:
In case of any subsequent changes in the provisions of the Companies Act, 2013
or any other regulations which makes any of the provisions in the policy
inconsistent with the Act or regulations, then the provisions of the Act or
regulations would prevail over the policy and the provisions in the policy would
be modified in due course to make it consistent with law. This policy shall be
reviewed by the Nomination and Remuneration Committee as and when any
changes are to be incorporated in the policy due to change in regulations or as
may be felt appropriate by the Committee. Any changes or modification on the
policy as recommended by the Committee would be given for approval of the
Board of Directors.