Uselocator India Private Limited
Nomination and Remuneration Policy
Contents
1. Preamble… .................................................................................................................... 1
2. Objectives ...................................................................................................................... 1
3. Definitions .................................................................................................................... 1
4. Role of Committee .......................................................................................................2
5. Memberships............................................................................................................... 2
6. Terms/Tenure ............................................................................................................... 3
7. Chairperson .................................................................................................................. 3
8. Frequency of Meeting ................................................................................................. 3
9. Committee members interest...................................................................................... 3
10. Secretary ....................................................................................................................... 4
11. Voting .......................................................................................................................... 4
12. Nomination duties ...................................................................................................... 4
13. Remuneration structure and components ................................................................ 4
14. Remuneration details ................................................................................................. 5
15. Minutes of the Committee meetings ......................................................................... 5
16. Amendments ............................................................................................................... 5
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Your company has formulated and adopted the following Nomination and Remuneration Policy.
1. Preamble
The Nomination and Remuneration Policy of Uselocator India Private Limited, (the “Company”) is
designed to attract, motivate, improve productivity and retain manpower, by creating a congenial
work environment, encouraging initiatives, personal growth and teamwork, and inculcating a sense of
belonging and involvement, besides offering appropriate remuneration packages and superannuation
benefits. The policy reflects the Company's objectives for good corporate governance as well as
sustained long term value creation for shareholders.
This Policy applies to Directors, Key Managerial Personnel (KMP) and other employees of the
Company.
2. Objective
The Nomination and Remuneration Committee and this Policy are in compliance with Section 178 of
the Companies Act, 2013 read along with the applicable rules thereto.
The Key Objectives of the Committee are:
a. To guide the Board in relation to the appointment and removal of Directors, Key Managerial
Personnel.
b. To evaluate the performance of the members of the Board and provide necessary report to the Board
for further evaluation.
c. To recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel.
3. Definition
a. Act: The Companies Act, 2013 and Rules framed there under, as amended from time to time.
b. Board: Board of Directors of the Company.
c. Directors: Directors of the Company.
d. Independent Director: Independent Director of the Company appointed in pursuance of the
Companies Act and Listing Regulations.
e. Key Managerial Personnel:
i. Managing Director;
j. Whole-time Director;
k. Chief Executive Officer;
l. Chief Financial Officer;
m. Company Secretary; and
vii. Such other officer as may be prescribed from time to time.
f. Nomination & Remuneration Committee: Committee of the Board, constituted, in accordance
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with provisions of Section 178 of the Companies Act.
g. Employees Stock Option: The option given to the Directors, officers or employees of a company
or of its holding company or subsidiary company or companies, if any, which gives such Directors,
officers or employees, the benefit or right to purchase, or to subscribe for, the shares of the company
at a future date.
i. Rules: Rules framed under the Act
j. Remuneration: Any money or its equivalent given or passed on to any person for services rendered
which included perquisites and other benefits.
4. Role of Committee
The role of the Committee is as following:
a. To formulate criteria for determining qualifications, positive attributes and independence of a
Director.
b. To carry out evaluation of Director’s performance and recommend to the Board appointment/
removal based on his/ her performance.
c. To recommend to the Board on (i) policy relating to remuneration for Directors, Key Managerial
Personnel; (ii) Executive Directors’ remuneration and incentive;
d. To make recommendations to the Board concerning any matters relating to the continuation in
office of any Director at any time including the suspension or termination of service of an Executive
Director as an employee of the Company subject to the provision of the law and their service contract;
e. Ensure that level and composition of remuneration is reasonable and sufficient, relationship of
remuneration to performance is clear and meets appropriate performance benchmarks,
f. To devise a policy on Board diversity, if required;
g. To consider and approve the ESOP policies and address issues relating to the same including for
“Uselocator India Employee Stock Option Plan 2023”;
5. Membership
a. Either two (2) members or one third of the members of the committee, whichever is greater.
b. Membership of the Committee is disclosed in the Annual Report.
c. Term of the Committee is continued unless terminated by the Board of Directors.
6. Terms/ Tenure
a. Managing Director/Whole-time Director:
The Company appoints or re-appoint any person as its Executive Chairman, Managing Director or
Executive Director for a term not exceeding five years at a time. No re-appointment is made earlier
than one year before the expiry of term.
b. Independent Director:
An Independent Director holds the office for a term up to five consecutive years on the Board of
the Company and is 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 holds office for
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more than two consecutive terms, but such Independent Director is eligible for appointment after
expiry of three years of ceasing to become an Independent Director. Provided that an Independent
Director is not, during the said period of three years, appointed in or associated with the Company
in any other capacity, either directly or indirectly.
a. Chairman of the Committee is an Independent Director.
b. Chairperson of the Company may be appointed as a member of the Committee but shall not be
a Chairman of the Committee.
c. In the absence of the Chairman, the members of the Committee present at the meeting choose
another independent Director amongst them to act as Chairman.
d. Chairman of the Nomination and Remuneration Committee meeting is entitled to be present at
the Annual General Meeting, but if not, may nominate some other member to answer the
shareholders’ queries.
The meeting of the Committee shall be held at least once in a year.
a. A member of the Committee is not entitled to be present when his or her own remuneration is
discussed at a meeting or when his or her performance is being evaluated.
b. The Committee may invite such executives, as it considers appropriate, to be present at the meetings
of the Committee.
The Company Secretary of the Company acts as Secretary of the Committee.
Matters arising for determination at Committee meetings are decided by a majority of votes of
members present and voting and any such decision shall for all purposes be deemed a decision of the
Committee. In the case of equality of votes, the Chairman of the meeting has a casting vote.
The duties of the Committee in relation to nomination matters include:
a. Ensuring that there is an appropriate induction & training program in place for new Directors and
reviewing its effectiveness;
b. Ensuring that on appointment to the Board, Independent Directors receive a formal letter of
appointment in accordance with the Guidelines provided under the Companies Act, 2013;
c. Determining the appropriate size, diversity and composition of the Board;
7. Chairperson
8. Frequency of meeting
9. Committee member Interest
10. Secretary
11. Voting
12. Nomination duties
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d. Setting a formal and transparent procedure for selecting new Directors for appointment to the Board;
e. Evaluating the performance of the Board members in the context of the Company’s performance
from business and compliance perspective through independent party. Making recommendations to
the Board concerning any matters relating to the continuation in office of any Director at any time
including the suspension or termination of service of an Executive Director as an employee of the
Company subject to the provision of the law and their service contract.
f. Delegating any of its powers to one or more of its members or the Secretary of the Committee;
g. Recommend any necessary changes to the Board.
h. Considering any other matters as may be requested by the Board;
13. Remuneration structure and components
Managing Director and whole time Director
Fixed and variable components of remuneration are paid to Managing Director and whole time
Director, subject to provisions of the Act, rules and regulations and Listing Regulations.
Non- executive Directors
Non-executive Directors are paid sitting fees for the meetings of the Board and Committees thereof,
subject to adequacy of profits and with approval of shareholders, the Company may pay commission
to non- executive Directors, provided it is approved by Nomination and Remuneration Committee.
14. Remuneration duties
The duties of the Committee in relation to remuneration matters include:
(a)
To consider and determine the Remuneration Policy, based on the performance and also
bearing in mind that the remuneration is reasonable and sufficient to attract retain and motivate
members of the Board and such other factors as the Committee shall deem appropriate all
elements of the remuneration of the members of the Board.
(b)
To approve the remuneration of key managerial personnel of the Company maintaining a
balance between fixed and incentive pay reflecting short- and long-term performance objectives
appropriate to the working of the Company.
(c)
To delegate any of its powers to one or more of its members or the Secretary of the Committee
to consider any other matters as may be requested by the Board;
(d)
Professional indemnity and liability insurance for Directors.
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15. Minutes of the Committee meetings
Proceedings of all meetings are recorded in the minutes and are signed by the Chairman of the
Committee at the subsequent meeting. Minutes of the Committee meetings are tabled at the following
Board and Committee meeting.
16. Amendment
Any change in the Policy shall be approved by the Board of Directors/Nomination and Remuneration
Committee. The Board / Nomination and Remuneration Committee shall have the right to withdraw
and / or amend any part of this Policy or the entire Policy, at any time, as it deems fit, or from time to
time, and the decision in this respect shall be final and binding.
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