(Revised in terms of Resolution passed by the Board of Directors on 30th May, 2019.)

1. Coverage of Policy:

This Policy is a broad frame work relating to the remuneration for the Directors, Key Managerial Personnel (KMP) and Senior Management (hereinafter referred to as “Executive”).

2. Overall Object:

To attract, retain and motivate the requisite competent manpower, in a competitive environment both globally and in India, with a view to achieve long-term value creation for shareholders.

3. Underlying Basis:

The Company’s Remuneration Policy is guided by the set of principles as envisaged under Section 178 of the Companies Act, 2013 & Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR”) which inter-alia refer to determining qualification, positive attributes, integrity, independence and other aspects governing the criteria and personal attributes for selection of Personnel which will be detailed out separately for each such Executive falling under this Policy by the Nomination and Remuneration Committee.

4. Guiding principles of the Policy:

Remuneration and other terms of employment would be competitive and attractive in order to ensure that the Company can attract, retain and motivate competent professionals who would work towards achieving Company’s Mission, as set out in Company’s “Mission and Value Statement”.

5. Principles governing remuneration :

i. Nomination and Remuneration Committee would consider the pay and other employment conditions as prevailing in the Technical Textile Industry and other comparable manufacturing organizations in and around the place of work to ensure that the remuneration structure is appropriately aligned and the level of remuneration can achieve the overall objects as set out above.

ii. The Nomination and Remuneration Committee while considering the remuneration packages/scales of pay will ensure that there is a proper balance between the fixed and variable (i.e. incentive) pay with a aim to reward the short-term and long-term performance taking into consideration the overall performance of the Company and achievements of Key Result Areas (KRAs)/Balance Score Card Objectives/Targets, as mutually agreed in advance between the concerned Executive and his supervising personnel.

6. Rewarding Principles

a. Attract and Retain:

Remuneration packages for each level of Executive would be designed to attract high caliber, competent executives keeping in view competitive environment and need to remunerate executive fairly and satisfactorily. The remuneration will be fixed for an individual position/Executive based on the role and responsibilities, functional competency, leadership expected, peer compensation packages prevalent in similar / comparable industry for comparable positions.

Annual Performance Review and Reward Scheme based on a Balance Score Card Evaluation would be used to motivate Executives to deliver KRAs, as agreed upon jointly and will be linked to overall performance of the Company, thus aiming to cultivate and encourage team spirit.

b. Motivate:

Remuneration package for each level of Executives would aim to create a strong performance oriented environment and work culture so as to encourage the Executives to reach the level of targeted performance over a short term and long term period.

c. Non-monetary benefits:

The Company will also extend non-monetary benefits such as Company car scheme, group health insurance, traveling facilities, communication facilities etc. Wherever desirable, Company would also provide Company owned housing and other benefits.

Social functions, Cultural activities, group activities, family get together functions etc. would be encouraged to increase family bonding amongst Executives.

7. Determination of Remuneration

a. The remuneration to Non-executive Directors would continue to be in the form of sitting fees or such other form, as permitted, for attending meetings of Board and Committee of Directors or for any purpose whatsoever, as fixed in accordance with the provisions of the Companies Act, 2013 and LODR. Besides the Sitting Fees, the expenses incurred by the Non-executive Directors for attending any Company work will be reimbursed.

b. The remuneration for Managing Director or Executive Directors would be proposed by the Nomination and Remuneration Committee for approval to the Board of Directors keeping in view the guiding principles laid down in this Remuneration Policy and relevant provisions of the Companies Act, 2013 would be complied.

While fixing the remuneration the overall objects and principles as set out above would be considered .In particular remuneration paid by other companies of the same size for comparable position would be also a consideration.

The total remuneration payable to Managing Director or Executive Directors will comprise of fixed salary, perquisites in the form of various fringe benefits such as rent free furnished accommodation, leave travel allowance, medical insurance, car with driver for Company’s business and communication facilities, besides P.F. Superannuation, Gratuity etc. The Managing Director or Executive Directors’ remuneration would also include a variable pay in the form of a yearly commission which would be linked with the performance of the Company.

c. The remuneration of the Executives other than Directors will be decided based upon this Policy.

The word “Senior Management” and all other words, not defined in this Policy, will have same meaning as defiled in Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013 and Rules and Regulations made thereunder.