Sree Sakthi Paper Mills Ltd is promoted by Mr.S.Rajkumar , who is in the paper industry for the last 25 years. He is a post graduate in commerce and has been associated with the Company as managing director since the incorporation of the company in 1991. He has wide experience in marketing, management and administration and has indepth knowledge in paper industry. He is exercising overall control and supervision over various activities of the company in cooperation with the other managerial personnel.
- Mr. S. Rajkumar ( Managing Director)
- Mr.V.V.Mangeswara Rao (Director -Operations)
- Mr. A.Padmanabhan (Director)
- Mr. S.Giridhar(Director)
- Mr. S. Subramoniam(Director)
- Mrs. E. Kamalam(Director)
- Mr. U. Gururaja Bhat(Independent Director)
- Mr. T.S Anantharaman (Independent Director)
- Mr.K.Aravindakshan( Nominee Director)
M/s.Balan & Co., Ernakulam, Cochin -11
Federal Bank Limited
Industrial Development Bank of India
Bank of India
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16. Sree Sakthi Paper Mills Ltd, Kerala.
57/2993, "Sree Kailas"
Paliam Road, Ernakulam, Cochin -16 , Kerala
Tel : 0484 -2373230,2382182
Fax : 0484- 2370395
Email : firstname.lastname@example.org
Web : www.sreekailas.com
Kraft Paper Unit I
Industrial Development Area
Muppathadom , Edayar, Aluva -02,
Tel : 0484 -2540622,2555451
Year of inception
Fourdrinier Paper Machine
Kraft Paper Unit II
Industrial Development Area Muppathadom , Edayar, Aluva -02,
Tel : 0484 -2540622,2555451
Year of inception
Multi fourdrinier paper machine
REMUNERATION POLICY OF SREE SAKTHI PAPER MILLS LIMITED FOR THE MEMBERS OF BOARD AND EXECUTIVE MANAGEMENT
1.1 The Board of Directors of Sree Sakthi Paper Mills Limited (“the Company”) constituted the “Nomination and Remuneration Committee” at the meeting held on 30 May, 2014 with immediate effect, after renaming the Remuneration Committee formed earlier, consisting of Four (04) Non-Executive Directors of which majority are Independent Directors.
1.2 The Nomination and Remuneration Committee and this policy shall be in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and clause 49 under the Listing Agreement.
1.3 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.
1.4 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 The earlier Remuneration Committee of the Board of Directors now re-named as Nomination and Remuneration Committee. Members of the Committee shall be appointed by the Board and shall comprise of three or more non-executive 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 recognised;
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
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
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.
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.
7. Compensation Structure
(a) 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 Non-executive Directors for attending meetings of Board of Directors, Audit Committee of Board of Directors and Nomination and Remuneration Committee is Rs. 10,000/- per meeting. 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.
(b) Remuneration to Executive Directors, Key Managerial Personnel(s) (KMPs) & Senior Management Personnel (s) (SMPs):
• The remuneration/ compensation/ commission etc. to the Managing Director/ Whole-Time Director, KMP and Senior Management Personnel will be determined by the committee and recommended to the Board for approval. The remuneration/compensation/ commission etc. shall be subject to the prior/post approval of the shareholders of the Company and Central Government, wherever required. 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.
• If in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Managing Director / Whole-Time Director in accordance with the provisions of Schedule V of the Act and if it is not able to comply with such provisions, with the previous approval of the Central Government.
• 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 provisions
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 amended pursuant to lawful procedure, the relevant state laws and regulations and the Company’s Articles of Association shall prevail, and this Policy shall be amended in a timely manner and submitted to the Board of Directors for review and adoption.
10.3 The right to interpret this Policy vests in the Board of Directors of the Company.