REMUNERATION POLICY

Table of Contents

1. PURPOSE 01

2. DEFINITIONS 01

3. APPOINTMENT AND REMOVAL OF DIRECTORS, KMPs AND

SENIOR MANAGEMENT PERSONNEL 01

3.1 Appointment Criterion and Qualifications 01

3.2 Recommendation of the Committee 02
3.3 Removal 02
3.4 Retirement 03

4. REMUNERATION STRUCTURE & COMOPNENTS 03

4.1 Managing Director and Whole Time Director 03

4.2 Non Executive Directors 03
4.3 Other KMPs and Employees 03
 REMUNERATION POLICY
1 PURPOSE
To provide a framework and principles which will guide the remuneration strategy of
Chambal Fertilisers and Chemicals Limited (“Company”) for its Directors, Key
Managerial Personnel and other employees. The Policy shall ensure that the level and
composition of remuneration is reasonable and sufficient to attract, retain and motivate
its Directors and personnel to guide and manage the Company successfully.
2 DEFINITIONS
i. “Act” means the Companies Act, 2013 including any modification or re-enactment
thereof.
ii. “Listing Regulations” means Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 as amended or
replaced from time to time.
iii. “Board” means the Board of Directors of the Company.
iv. “Committee” or “Nomination and Remuneration Committee” means a
Committee of the Board, constituted in accordance with the provisions of Section
178 of the Act and the Listing Regulations.
v. “Employees’ Stock Options” means the options given or to be given by the
Company to the Managing Director and employees of the Company which gives
them the right to purchase, or to subscribe for, the equity shares of the Company
at a future date at a pre-determined price.
vi. “Independent Director” means the Independent Director of the Company
appointed in pursuance of the Act and Listing Regulations.
vii. “Key Managerial Personnel” or “KMP” means the person(s) appointed as such in
pursuance of Section 203 of the Act.
viii. “Management Committee” means a committee of the Company comprising of
members of Senior Management and KMPs.
ix. “Rules” means the rules framed under the Act.
x. “Remuneration” means any money or its equivalent given or passed on to any
person for services rendered by him/ her and includes perquisites and other
benefits.
xi. “Senior Management” means the employees of the Company holding the position
of Vice President or above , Company Secretary and Chief Financial Officer of the
Company.
3 APPOINTMENT AND REMOVAL OF DIRECTORS, KMPs AND SENIOR
MANAGEMENT PERSONNEL
3.1 Appointment Criterion and Qualifications:
3.1.1 A person proposed to be employed by the Company at Senior Management
shall fulfil the following criterion:
a) He / she should be a person of integrity with high level of ethical standards.
b) The person should possess adequate qualification, positive attributes,
expertise and experience commensurate with the position he / she is
considered for appointment. The Committee has discretion to decide whether
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 qualification, expertise and experience possessed by a person are sufficient /
adequate for the concerned position.
c) The person should not have been convicted by a court of law of any offence,
whether involving moral turpitude or otherwise and sentenced in respect
thereof to imprisonment for 6 months or more during last 5 years or
imprisonment for 7 years or more at any point in time.

d) The person should possess all requisite qualifications (wherever applicable)

as may be prescribed under any law, rules, regulations and Listing
Regulations.
3.1.2 The persons proposed to be appointed as Directors and Managing Director or
Whole Time Director shall fulfil the following criterion:
a) He / she should be person of integrity with high level of ethical standards.
b) The person should have requisite qualification and experience in any of the
areas like technical, finance, law, public administration, management,
accounting, marketing, production, human resource, etc., as may be required
in the context of the business and operations of the Company. The
Committee has discretion to decide whether the qualification, expertise and
experience possessed by a person are sufficient / satisfactory for the
concerned position.
c) The person should not have been disqualified to be a director as per the
provisions of the Act, Rules and any other law and regulation for the time
being in force.
d) In case of appointment as Independent Director, the person should fulfil the
criterion of independence prescribed under the Act, Rules and the Listing
Regulations.
3.2 Recommendation of the Committee:
Depending upon the requirement of the Company, the Committee shall identify
the persons who fulfil the criterion mentioned above for appointment as Director,
KMP or Senior Management personnel and recommend to the Board for such
appointment including the Remuneration and terms of their appointment.

The Committee shall also recommend to the Board the increment and
performance incentive of Managing Director and Whole Time Director of the
Company.
The Committee shall approve the increment and performance incentive of Senior
Management personnel.

Unless it is required to be determined by the Board or Committee in pursuance of

any provision of law, rules or regulation, the terms of employment and
Remuneration including increment, performance incentive, etc. of the employees
(excluding Senior Management) are determined by the Management Committee
of the Company.
3.3 Removal:
Due to reasons for any disqualification mentioned in the Act, Rules or under any
other law, rules and regulations or Code of Conduct & Ethics of the Company, the
Committee may recommend to the Board, removal of a Director, KMP or Senior
Management personnel from the services of the Company, with the reasons
recorded in writing. The removal of a Director, KMP or Senior Management
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 personnel by the Board shall be subject to the provisions and in compliance of the
Act, Rules and any other laws, rules and regulations, as may be applicable.
3.4 Retirement:
Unless removed by the competent authority,
a) A Director including Managing Director and Whole Time Director, if any, shall
retire as per the terms of his/ her appointment.
b) Senior Management personnel shall retire as per the prevailing retirement
policy of the Company.
c) The Board shall have the discretion to retain KMPs or Senior Management
personnel on the same or similar position, remuneration or otherwise even
after their attaining the age of superannuation, as it may deem fit, for the
benefit of the Company.

4 REMUNERATION STRUCTURE & COMPONENTS

4.1 MANAGING DIRECTOR AND WHOLE TIME DIRECTOR
The Managing Director including Whole-Time Director(s) shall be paid both fixed and
variable components of Remuneration subject to the provisions of the Act, Rules and
other laws, rules and regulations and the Listing Regulations. The variable
component of Remuneration shall have a co-relationship with the performance of
such a Director against a prescribed benchmark alongwith the factors such as
financial performance of the Company. The Committee shall formulate and
recommend to the Board from time to time Remuneration packages for Managing
Director(s) and Whole-Time Directors keeping a balance between fixed and variable
pay reflecting short and long term performance objectives appropriate to the working
of the Company and its goals including internal comparison amongst compensation of
whole time directors and median employee pay. The Company has granted
Employees Stock Options to the Managing Director. The Managing Director(s) and
Whole-Time Directors are not entitled to sitting fee for attending Board Meetings.
4.2 NON EXECUTIVE DIRECTORS
Non-Executive Directors shall be paid adequate and reasonable sitting fee for
attending meetings of the Board and Committees thereof subject to the maximum
amount permissible under the Act and Rules. Subject to the adequacy of the profits
and approval of the Shareholders, the Company may pay commission to the Non-
Executive Directors of the Company.

The Board shall determine appropriate criterion for payment of commission to Non-
Executive Directors which may include the time devoted by the directors for the
business of the Company, contribution made by the director in the functioning of the
Company, etc.
4.3 OTHER KMPs AND EMPLOYEES
The payment structure, salary levels and policies pertaining to perquisites and
benefits including retirement benefits are designed as per the industry practice,
business needs or other factors related to the business of the Company.
The Human Resource Department undertakes review of the Remuneration through
periodic benchmarking exercises, surveys and market trends. The various
Remuneration components are combined to ensure an appropriate and balanced
Remuneration package depending upon the level of employee, job profile,
performance, future potential and other relevant variables.
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The Remuneration of Senior Management personnel and other employees are based
on the following fundamental principles:
a) Demand-supply relationship of the concerned job expertise.
b) Need of organization to retain and attract talent and its ability to pay.
c) Employees’ social aspiration for enhancing standard of living.
d) Compensation trends in the industries in which the Company operates.
The compensation of Senior Management personnel comprises of fixed component
as well as performance based incentives apart from perquisites and benefits including
retirement benefits. While approving the increment and performance incentive of
Senior Management personnel, the Committee shall strike a balance between fixed
and variable pay reflecting short and long term performance objectives appropriate to
the working of the Company and its goals.
The Remuneration package of other employees depends upon the nature of business,
job profile and other factors mentioned above. Apart from fixed component, the
package may include one or more variable components such as performance based
incentives, annual bonus, production linked bonus, etc., as the case may be.

The Company has also granted Employees Stock Options to the KMPs and employees
above a certain level.