DIRECTORS' REPORT

To,

The Members

MEDICO REMEDIES LIMITED

(Formerly known as "Medico Remedies Private Limited")

Your Directors have pleasure in presenting the 24th Board's Report of Medico Remedies Limited ("Company") together with the Audited Financial Statements for the financial year ended 31st March, 2018.

FINANCIAL HIGHLIGHTS

REVIEW OF OPERATIONS AND STATE OF COMPANY'S AFFAIRS

During the year under review, your Company has recorded total turnover of Rs. 61,93,75,168/- (previous year Rs. 54,77,94,419/-) and Net profit after tax Rs. 1,22,01,984/- (previous year Rs. 1,62,81,414/-)

A detailed analysis on the state of Company's affairs is available in the Management discussion and Analysis Report forming a part of Annual Report.

CHANGE IN NATURE OF BUSINESS

There was no change in nature of business of the Company during the year under review. DIVIDEND

To conserve the resources, your Directors have not recommended any dividend for the year ended 31st March, 2018.

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT. 2013

The Company has not transferred any amount to General Reserves for the financial year 2017-2018.

DIRECTORS AND KMP

The Board is constituted with an optimum combination of Executive and Non-Executive Directors. On 31st March, 2018, The total strength of the Board 8 (Eight) Directors comprising of 5 (Five) Executive Directors and 3 (three) Non-Executive Directors out of which 2 (two) are Woman Director and 3 (three) are Independent Directors.

a) Retirement by rotation

Mr. Haresh Mehta, Director of the Company, will retire by rotation at the ensuing Annual General Meeting in pursuance of Section 152 of the Act and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment.

As stipulated under the Regulation 36(3) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), brief resume of the director proposed to be re-appointed is given in the Notice convening the Annual General Meeting.

b) Change in Composition of Board and Key Managerial Personnel

The composition of the Board of Directors and Key Managerial Personnel had undergone following changes during the year under review, which were carried out in compliance with the provisions of the Act and the Listing Regulations.

(i) Mr. Haresh Mehta has been appointed as the "Chairman and Whole-time Director" and "Chief Financial Officer" w.e.f. 15th September, 2017.

(ii) Mr. Harshit Mehta has been appointed as the "Managing Director" w.e.f. 15th September, 2017 for a period of 5 (five) consecutive years.

(iii) Mrs. Rita Mehta, Mr. Rishit Mehta and Mrs. Shweta Mehta has been appointed as "Whole-time Directors" w.e.f. 15th September, 2017.

(iv) Mr. Deepak Vekaria, Mr. Bharat Rathod and Mr. Ramesh Rughani has appointed as Independent Directors w.e.f. 25th September, 2017 for the period of 5 (five) consecutive years.

(v) Mr. Vipul Dubey has been appointed as "Company Secretary & Compliance Officer" w.e.f. 1st September, 2017.

c) Declaration by Independent Director(s)

The Company has received necessary declarations from each Independent Director of the Company confirming that they meet with the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.

d) Meetings of the Board

The Board meets at regular intervals to discuss and decide on Company's business policy and strategy apart from other businesses. During the year under review, 10 (Ten) Board Meetings were held on the following dates: The gap between two Board Meetings did not exceed 120 days.

Attendance at Board meetings:

* Appointed as Independent Directors w.e.f. 25th September, 2017.

BOARD EVALUATION

The provisions of the Act states that formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Further Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The evaluation of all the individual Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

As stipulated by the Code of Independent Directors under Schedule IV of the Act and Listing Regulations, a separate meeting of the Independent Directors of the Company was held on 06th February, 2018 to review the performance of Non-independent Directors (including the Chairman) and the Board as a whole.

COMMITTEES OF THE BOARD

The Board has constituted a set of committees in accordance with the requirements of the Act. The Board supervises the execution of its responsibilities by the Committees and is responsible for their action. The composition, terms of reference and other such necessary details of these Board level committees are as under:

a) Audit Committee

The Audit Committee was constituted by your Board on 25th September, 2017 in accordance with Section 177 of the Act. As on 31st March, 2018, the Committee comprises of 2 (two) Independent Directors and 1 (one) Executive Director. The Chairman of the Committee is an Independent Director. Mr. Vipul Dubey acts as the Secretary to the Committee.

The Members of the Committee are well versed in finance matters, accounts, company law and general business practices.

Constitution and Meetings attendance

No meetings of the Committee were held during the year under review. The constitution of the Audit Committee is as under:

Terms of Reference

The brief terms of reference of this Committee are as under -

a) Oversight of the Issuer's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

b) Recommending to the Board, the appointment, re-appointment and, if required the replacement or removal of the statutory auditor and the fixation of audit fees.

c) Approval of payment to statutory auditors for any other services rendered by the statutory auditors

d) Reviewing, with the management, the annual financial statements before submission to the board for approval, with reference to:

•• Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 3 of Section 134 of the Act

• Changes, if any, in accounting policies and practices and reasons for the same

• Major accounting entries involving estimates based on the exercise of judgment by management

• Significant adjustments made in the financial statements arising out of audit findings ,• Compliance with listing and other legal requirements relating to financial statements ,• Disclosure of any related party transactions

Qualifications in the draft audit report.

e) Reviewing, with the management, the half yearly financial statements before submission to the board for approval

f) Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter

g) Review and monitor the auditor's independence and performance, and effectiveness of audit process h) Approval or any subsequent modification of transactions of the Company with related parties

i) Scrutiny of inter-corporate loans and investments

j) Valuation of undertakings or assets of the Company, wherever it is necessary

k) Evaluation of internal financial controls and risk management systems

1) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems m) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit

n) Discussion with internal auditors any significant findings and follow up there on o) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board p) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post post-audit discussion to ascertain any area of concern q) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors r) To review the functioning of the Whistle Blower mechanism s) Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate t) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee

Vigil Mechanism (Whistle Blower Policy)

As per the provisions of Section 177(9) of the Act, the Company has established a Vigil Mechanism for Directors and Employees by formulating Whistle Blower Policy to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Code of Conduct without fear of reprisal. The said

b) Nomination and Remuneration Committee:

The Nomination and Remuneration Committee was constituted by your Board on 25th September, 2017 in accordance with Section 178 of the Act. As on 31st March, 2018, the Committee comprises of 3 (three) Independent Directors Mr. Vipul Dubey acts as the Secretary to the Committee.

Constitution and Meetings Attendance

No meetings of the Committee were held during the year under review. The constitution of the Nomination and Remuneration Committee is as under:

Terms of Reference

The brief terms of reference of this committee are as under -

a) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

b) Formulation of criteria for evaluation of Independent Directors and the Board;

c) Devising a policy on Board diversity

d) 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 company shall disclose the remuneration policy and the evaluation criteria in its Annual Report.

Nomination and Remuneration Policy

The Remuneration Policy recommended by Nomination and Remuneration Committee has been accepted by the Board of Directors. This policy is applicable to all Directors, Key Managerial Personnel (KMP), Senior Management team and other employees of the Company and the same has been is annexed to this Report and marked as "Annexure-II" and is also available on the Company's website www.medicoremedies.com.

Familiarization Program for Independent Directors

Your Company has been familiarizing the Independent Directors on its Board with detailed presentations by its business functional heads on the Company operations, strategic business plans, new products and technologies, including significant aspects of the Industry and its future outlook.

c) Stakeholders' Relationship Committee:

The Stakeholders' Relationship Committee was constituted by your Board on 25th September, 2017 in accordance with Section 178 of the Act. As on 31st March, 2018, the Committee comprises of 3 (three) Directors out of which 2 (two) Executive Directors and 1 (one) Independent Directors. The Chairman of the Committee is an Independent Director. Mr. Vipul Dubey acts as the Secretary to the Committee and as a Compliance Officer of the Company.

Constitution and Meetings Attendance

No meetings of the Committee were held during the year under review. The constitution and of the Stakeholders' Relationship Committee is as under:

Terms of Reference:

The brief terms of reference of this committee are as under-

a) Allotment and listing of our shares in future

b) Redressing of shareholders and investor complaints such as non-receipt of declared dividend, annual report, transfer of Equity Shares and issue of duplicate/split/consolidated share certificates

c) Monitoring transfers, transmissions, dematerialization, re-materialization, splitting and consolidation of Equity Shares and other securities issued by our Company, including review of cases for refusal of transfer/ transmission of shares and debentures

d) Reference to statutory and regulatory authorities regarding investor grievances

e) To otherwise ensure proper and timely attendance and redressal of investor queries and grievances;

f) And to do all such acts, things or deeds as may be necessary or incidental to the exercise of the above

powers.

Details of Investors Complaints received during F.Y. 2017-2018:

ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO;

The details of conservation of energy, technology absorption and foreign exchange earnings and outgo as required under section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are as below:

A. CONSERVATION OF ENERGY

(i) Steps taken by the Company on conservation of energy:

Many steps towards energy conservation has taken & implemented successfully

a.Automatic power factor control (APFC) panel installed to ensure power factor more than 99.5%.

b.All MS lines of compressed air replaced by PPRC lines to stop leakages. This stops minute leakages due to

corrosion & substantial power is saved.

c. Water quality is improved to reduce scaling of lines, hence increased cooling effect d.Old inefficient air compressor is replaced by new latest technology based air compressor to improve efficiency.

e. Additionally, company is planning to install boiler and generator of high capacity, to improve output with fuel efficiency.

B. TECHNOLOGY ABSORPTION, ADAPTION AND INNOVATION

(i) The efforts made towards technology absorption:

a. Company has invited quotations from various suppliers to install solar panels on the roof of factory building. This will save electricity bill every month substantially to large extent.

b. Company has installed zero discharge ETP system to protect environment and control pollution. (ii) The expenditure incurred on Research & Development:

Company has talented and skilful experienced person to develop new formulations with stability and efficacy of product as well as doing R & D to improve existing formulations to make it cost effective and more stable during shelf life.

C. FOREIGN FXCHANGE EARNING AND OUTGO :

RISK MANAGEMENT

For your Company, Risk Management is an integral and important component of Corporate Governance. The Board ensures adequate controls and monitoring mechanisms for a smooth and efficient running of the business to mitigate all elements of risks which the Company may be exposed to.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has in place adequate internal financial controls with reference to the financial statements. The Audit Committee evaluates the efficiency and adequacy of the financial control system in the company and strives to maintain the standards in the Internal Financial Control.

CORPORATE SOCIAL RESPONSIBILITY

Provisions of Section 135 of Companies Act, 2013 are not applicable to the Company.

DIRECTORS' RESPONSIBILITY STATEMENT;

Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Act, the Directors of your Company state and confirm that:

a. in the preparation of the annual accounts for the financial year 2017-18, the applicable accounting standards have been followed and there are no material departures from the same;

b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2018 and of the profit and loss of the company for the year ended on that date;

c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the Directors had prepared the annual accounts on a going concern basis;

e. the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS

a) Statutory Auditors & their Report;

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s V. J. Shah & Co., Chartered Accountants, Mumbai (Registration no. 109823 W) were appointed as Statutory Auditors of the Company from the conclusion of the 21st Annual General Meeting (AGM) of the Company till the conclusion of the 26th AGM, subject to ratification of their appointment at every AGM. The Board recommends the ratification of appointment of M/s. V. J. Shah & Co., Chartered Accountants, subject to ratification at the ensuing AGM of the Company.

The Company has received a confirmation from them to the effect that their appointment, if made, would be within the prescribed limits U/S 141 of the Companies Act, 2013 and the Rules framed thereunder. The observations and comments given by the Auditors in their report read together with notes to Accounts are self-explanatory and hence do not call for any further comments under section 134 of the Act. Further the Auditors' Report for the financial year ended, 31st March, 2018 is annexed herewith for your kind perusal and information.

b) Secretarial Auditors & their Report

Pursuant to the provisions of Section 204 of the Act read with the rules framed thereunder, the Company has appointed Mr. Haresh Sanghvi, Practising Company Secretary, , for conducting Secretarial Audit of the Company for the financial year ended on 31st March, 2018.

Secretarial Audit Report issued by Mr. Haresh Sanghvi in Form MR-3 forms part to this report Annexure-

III. The said report does not contain any observations or qualifications requiring explanation or adverse remarks.

PARTICULARS OF LOANS. GUARANTEE AND INVESTMENTS;

The Company has not granted any loan, guarantee, or made any investments during the year ended 31st March 2018 under Sectionl86 of the Act and rules made thereunder. Disclosure on particulars relating to loans, advances and investments are provided as part of the financial statements.

SEXUAL HARASSMENT OF WOMEN OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013;

The Company has always believed in providing a safe and harassment free workplace for every individual working in the Company's premises through various practices and always endeavors to provide an environment that is free from discrimination. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological. The Company also ensures all allegations of sexual harassment are investigated and dealt with effectively and appropriately. During the year under review, the Company has not received any complaints of sexual harassment.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits from the public and as such, there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.

SHARE CAPITAL

a) Initial Public Offer:

The Company has made Public Issue for 10,99,200 Equity Shares of Rs. 10/- each for cash at a price of Rs 100/-per share aggregating to Rs. 10,99,20,000/-, consisting of Fresh Issue of Rs.9,49,200 equity shares aggregating to Rs. 9,49,20,000/- and an offer for sales of 1,50,000 equity shares by the selling shareholders aggregating to Rs. 1,50,00,000/-

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for the year under review, is annexed to this Report as "Annexure-IV".

CORPORATE GOVERNANCE

Since the Company has listed its securities on SME platform, the provisions of Corporate Governance as specified in Regulations 17 to 27 and clauses (b) to (i) of Regulation 46 (2) and para C, D and E of Schedule V of the Listing Regulations, are not applicable to the Company for the financial year ended 31st March, 2018.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There were no significant and material orders passed by the Regulators/Courts/Tribunals that would impact the going concern status of the Company and its future operations.

PREVENTION OF INSIDER TRADING;

The Board has Insider Trading Policy for regulating, monitoring and reporting of Trading of Shares by Insiders. The Code lays down guidelines, procedures to be followed and disclosures to be made while dealing with shares of the Company. The copy of the same is available on the website of the Companywww.medicoremedies.com

GENERAL DISCLOSURES

a) Related Party Transactions

All transactions entered into with related parties as defined under the Companies Act, 2013 during the financial year were in the ordinary course of business and on an arm's length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with the related parties during the financial year which were in conflict with the interest of the Company and hence, enclosing of Form AOC-2 is not required. Suitable disclosure as required by the Accounting Standard (AS 18) has been made in the notes to the Financial Statements.

b) Particulars of Employees;

Disclosures pertaining to remuneration and other details are required under Section 197(12) of the Act read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is forming part of the Directors' Report for the year ended 31st March, 2018 and is annexed to this Report and marked as "Annexure V".

During the financial year 2017-18, no employee, whether employed for whole or part of the year, was drawing remuneration exceeding the limits mentioned under Section 197( 12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

c) Appointment of Registrar and Share Transfer Agent;

The Company had appointed Cameo Corporate Services Limited as Registrar and Transfer Agent (RTA). The Company's RTA have adequate infrastructure to process investor grievances with regards to transfers, transmission and other such matters.

c) Change in Registered Office

During the year under review, the Company has shifted its registered office from 50, Juhu Supreme Shopping Center, Gulmohar Cross Road No. 9, Juhu, Mumbai - 400049 to 1105/1106, 11th Floor, Hubtown Solaris, Opp. Telli Galli, N S Phadke Marg, Andheri East, Mumbai - 400069 within local limits w.e.f. 19th April, 2018

STATUTORY COMPLIANCES

The Company has complied with all the statutory requirements. A declaration regarding compliance of the provisions of the various statutes is also made by the Managing Director. The Company ensures compliance of the Act, Listing Regulations and various statutory authorities on quarterly basis in the Board Meeting.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the commitment, dedication and hard work done by the employees of the Company and the positive co-operation extended by Banks, Government Authorities, Customers and various other stakeholders. Your Directors also wish to place on record their deep gratitude towards the shareholders for their continued support and confidence.

ANNEXURE-I

FORM NO. MGT-9

Extract of the Annual Return as on the financial year ended March 31st, 2018

(Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014)

I. REGISTRATION AND OTHER DETAILS i. CIN: L24230MH1994PLC077187

ii. Registration Date: 18/03/1994

iii. Name of the Company: MEDICO REMEDIES LIMITED

iv. Category: Company Limited by shares

Sub-Category of the Company: Indian Non-Government Company

v. Address of the Registered Office and contact details:

1105/1106,11th Floor, Hubtown Solaris, Opp. Telli Galli, N S Phadke Marg, Andheri East, Mumbai 400069. Tel.: 022-26821055, Fax: 022-2628 1059 Email: cs@medicoremedies.com Website: www.medicoremedies.com

vi. Whether Listed Company: Yes, Listed on BSE Limited.

vii. Name, Address and Contact details of Registrar and Transfer Agent: Cameo Corporate Services Limited

" Subramanian Building" No. 1

Club House Road, Chennai 600002

Website: www.cameoindia.com

Tel: 044 - 28460390; Email id - investor@cameoindia.com

II.PRINCIPAL BUSINESS ACTIVITIES

All the business activities contributing 10 % or more of the total turnover of the Company

III. PARTICULAR OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

I Category-wise Share Holding

(ii) Shareholding of Promoters

(iii) Change in Promoters' Shareholding (please specify, if there is no change)

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

(v) Shareholding of Directors and Key Managerial Personnel:

*Mr. Deepak Vekaria, Mr. Bharat Rathod and Mr. Ramesh Rughani have been appointed as Independent Director w.e.f 25th September, 2017

# Mr. Vipul Dubey has been appointed as Company Secretary w.e.f. 1st September, 2017

**Redesignated as Non-Executive Director w.e.f. 1st July, 2018

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

B. Remuneration to other directors:

*Mr. Deepak Vekaria, Mr. Bharat Rathod and Mr. Ramesh Rughani have been appointed as Independent Director w.e.f 25th September, 2017

** The Remuneration to the Managerial Personnel is given as per Schedule V of the Companies Act, 2013

C. Remuneration to Key Managerial Personnel Other Than MD/Manager/WTD

# Mr. Vipul Dubey has been appointed as Company Secretary w.e.f. 1st September, 2017

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

ANNEXURE - II

POLICY FOR APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT EMPLOYEES

1. Preamble:

1.1 The remuneration policy provides a framework for remuneration paid to the members of the Board of Directors ("Board"), Key Managerial Personnel ("KMP") and the Senior Management Personnel ("SMP") of the Company (collectively referred to as "Executives"). The expression "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.

1.2 The policy would be reviewed every year by the Nomination and Remuneration Committee of the Board of Directors.

2. Aims & Objectives

2.1 The aims and objectives of this remuneration policy may be summarized as follows:

2.1.1 The remuneration policy aims to enable the company to attract, retain and motivate highly qualified members for the Board and Executive level.

2.1.2 The remuneration policy seeks to enable the company to provide a well balanced and performance-related compensation package, taking into account shareholder interests, industry standards and relevant Indian corporate regulations.

2.1.3 The remuneration policy will ensure that the interests of Board members & Executives are aligned with the business strategy and risk tolerance, objectives, values and long-term interests of the company and will be consistent with the "pay-for-performance" principle.

2.1.4 The remuneration policy will ensure that remuneration to Directors and Executives 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.

3. Principles of remuneration

3.1 Support for Strategic Objectives: Remuneration and reward frameworks and decisions shall be developed in a manner that is consistent with, supports and reinforces the achievement of the Company's vision and strategy.

3.2 Transparency: The process of remuneration management shall be transparent, conducted in good faith and in accordance with appropriate levels of confidentiality.

3.3 Internal equity: The Company shall remunerate the board members and the Executives in terms of their roles within the organisation. Positions shall be formally evaluated to determine their relative weight in relation to other positions within the Company.

3.4 External equity: The Company strives to pay an equitable remuneration, capable of attracting and retaining high quality personnel. Therefore the Company will remain logically mindful of the ongoing need to attract and retain high quality people and the influence of external remuneration pressures.

3.5 Flexibility: Remuneration and reward offerings shall be sufficiently flexible to meet both the needs of individuals and those of the Company whilst complying with relevant tax and other legislation.

3.6 Performance-Driven Remuneration: The Company shall entrench a culture of performance driven remuneration through the implementation of the Performance Incentive System.

3.7 Affordability and Sustainability: The Company shall ensure that remuneration is affordable on a sustainable basis.

4. Nomination and Remuneration Committee

4.1 Members of the Committee shall be appointed by the Board and shall comprise of three or more nonexecutive directors out of which not less than one-half shall be independent directors.

4.2 The Committee shall be responsible for

4.2.1 Formulating framework and/or policy for remuneration, terms of employment including service contracts, policy for and scope of pension arrangements, etc for Executives and reviewing it on a periodic basis;

4.2.2 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 Director.

4.2.3 Identifying persons who are qualified to become directors and who may be appointed as Executives in accordance with the criteria laid down in this policy, recommend to the Board their appointment and removal and carry out their evaluation.

4.2.4 Formulating terms for cessation of employment and ensure that any payments made are fair to the individual and the company, that failure is not rewarded and that the duty to mitigate loss is fully recognized.

4.3 The Committee shall:

4.3.1 review the ongoing appropriateness and relevance of the remuneration policy;

4.3.2 ensure that all provisions regarding disclosure of remuneration, including pensions, are fulfilled;

4.3.3 obtain reliable, up-to-date information about remuneration in other companies;

4.3.4 ensure that no director or Executive is involved in any decisions as to their own remuneration.

4.4 Without prejudice to the generality of the terms of reference to the Nomination and Remuneration Committee set out above, the Committee shall:

4.4.1 operate the Company's share option schemes (if any) or other incentives schemes (if any) as they apply to. It shall recommend to the Board the total aggregate amount of any grants to employees (with the specific grants to individuals to be at the discretion of the Board) and make amendments to the terms of such schemes (subject to the provisions of the schemes relating to amendment);

4.4.2 liaise with the trustee / custodian of any employee share scheme which is created by the Company for the benefit of employees or Directors and Director should possess the highest personal and professional ethics, integrity and

4.4.3 review the terms of executive Directors' service contracts from time to time.

5. Procedure for selection and appointment of the Board Members

5.1 Board membership criteria: The Committee, along with the Board, reviews on an annual basis, appropriate skills, characteristics and experience required of the Board as a whole and its individual members. The objective is to have a Board with diverse background and experience in business, government, academics, technology and in areas that are relevant for the Company's global operations. In evaluating the suitability of individual Board members, the Committee takes into account many factors, including general understanding of the Company's business dynamics, global business and social perspective, educational and professional background and personal achievements. In addition, Directors must be willing to devote sufficient time and energy in carrying out their duties and responsibilities effectively. They must have the aptitude to critically evaluate management's working as part of a team in an environment of collegiality and trust. The Committee evaluates each individual with the objective of having a group that best enables the success of the Company's business.

5.2 Selection of Board Members/ extending invitation to a potential director to join the Board

6. Procedure for selection and appointment of Executives other than Board Members

6.1 The Committee shall actively liaise with the relevant departments of the Company to study the requirement for management personnel, and produce a written document thereon;

6.2 The Committee may conduct a wide-ranging search for candidates for the positions of Employees within the Company, within enterprises controlled by the Company or within enterprises in which the Company holds equity, if any, and on the human resources market;

6.3 The professional, academic qualifications, professional titles, detailed work experience and all concurrently held positions of the initial candidates shall be compiled as a written document;

6.4 A meeting of the Committee shall be convened, and the qualifications of the initial candidates shall be examined on the basis of the conditions for appointment of the Employees;

6.5 Before the selection of Employee, the recommendations of and relevant information on the relevant candidate(s) shall be submitted to the Board of Directors;

6.6 The Committee shall carry out other follow-up tasks based on the decisions of and feedback from the Board of Directors. One of the roles of the Committee is to periodically identify competency gaps in the Board, evaluate potential candidates as per the criteria laid above, ascertain their availability and make suitable recommendations to the Board. The objective is to ensure that the Company's Board is appropriate at all points of time to be able to take decisions commensurate with the size and scale of operations of the Company. The Committee also identifies suitable candidates in the event of a vacancy being created on the Board on account of retirement, resignation or demise of an existing Board member. Based on the recommendations of the Committee, the Board evaluates the candidate(s) and decides on the selection of the appropriate member. The Board then makes an invitation (verbal / written) to the new member to join the Board as a Director. On acceptance of the same, the new Director is appointed by the Board.

7. Compensation Structure

7.1 Remuneration to Non-Executive Directors:

The Non-executive Directors of the company are paid remuneration by way of sitting fees only for attending the meetings of the Board of Directors and its Committees. The sitting fees paid to the Nonexecutive Directors for attending meetings of Board of Directors and Audit Committee of Board of Directors will be as per industrial norms and mutually agreed from time to time. Beside the sitting fees they are also entitled to reimbursement of expenses. The Non-executive Directors of the Company are not paid any other remuneration or commission. The sitting fees of the Non-executive Directors for attending meetings of Board of Directors and the Committees of Board of Directors may be modified or implemented from time to time only with the approval of the Board in due compliance of the provisions of Companies Act, 2013.

7.2 Remuneration to Executive Directors, Key Managerial Personnel(s) (KMPs) & Senior Management Personnel (s)(SMPs):

The Company has a credible and transparent framework in determining and accounting for the remuneration of the Managing Director / Whole Time Directors (MD/WTDs), Key Managerial Personnel(s) (KMPs) and Senior Management Personnel(s) (SMPs). Their remuneration shall be governed by the external competitive environment, track record, potential, individual performance and performance of the company as well as industry standards. The remuneration determined for MD/WTDs, KMPs and SMPs are subjected to the approval of the Board of Directors in due compliance of the provisions of Companies Act, 2013. The remuneration for the KMP and the SMP at the time of the appointment has to be approved by the Board but any subsequent increments shall be approved by the Managing Director of the Company as per the HR policy of the Company and ratified by the Board. As a policy, the Executive Directors are neither paid sitting fee nor any commission.

8. Role of Independent Directors

8.1 The Committee shall, in consultation with the Independent Directors of the Company, prepare and submit this policy to the Board for its approval

8.2 The Independent Directors shall have power and authority to determine appropriate levels of remuneration of executive directors and Employees and have a prime role in appointing and where necessary recommend removal of executive directors and Employees.

8.3 The Independent Directors shall submit its recommendations/ proposals/ decisions to the Committee which the Committee shall consult and take to the Board of Directors.

9. Approval and publication

9.1 This remuneration policy as framed by the Committee shall be recommended to the Board of Directors for its approval.

9.2 This policy shall be hosted on the Company's website.

9.3 The policy shall form part of Director's report to be issued by the Board of Directors in terms of Companies Act, 2013

10. Supplementary pro visions

10.1 This Policy shall formally be implemented from the date on which they are adopted pursuant to a resolution of the Board of Directors.

10.2 Any matters not provided for in this Policy shall be handled in accordance with relevant State laws and regulations and the Company's Articles of Association. If this Policy conflict with any laws or regulations subsequently promulgated by the state or with the Company's Articles of Association as