B N Rathi Securities Ltd.

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Policy for evaluation of directors

POLICY FOR EVALUATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

BACKGROUND

As per Section 178 of the Companies Act, 2013 and Clause 49 IV of the of the listing Agreement every listed Company is required to Constitute a Nomination and Remuneration Committee comprising of atleast three directors all of whom shall be non-executive directors and atleast half shall be Independent and the Chairman of the Nomination and Remuneration Committee shall be an Independent Director. The said Nomination and Remuneration Committee shall set a policy to formulate criteria for determining qualifications, positive attributes and independence of a director, recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees, criteria for evaluation of Independent Directors and the Board and policy for Board diversity, 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.

QUALIFICATIONS FOR APPOINTMENT OF DIRECTORS

Subject of the Companies Act, 2013 and all other applicable laws the Company while appointing its Directors shall consider the following:

  • Whether the person to be appointed as Director is qualified to be appointed as directors?
  • Whether the person to be appointed as Director is Person of eminence, standing and knowledge with significant achievements in business, professions and/or public service.
  • Whether the person to be appointed as Director of the Company possess requisite business literacy/skill.
  • Whether the person to be appointed as Director possess the requisite qualifications to perform his role and to meet the objectives of the Company.
  • Whether the person to be appointed as Director be able to adapt to changes in their industry and quickly make adjustments to operations if need be.
  • Whether the person to be appointed as Director is open to learning.
  • Whether the person to be appointed as Director possess requisite communication skills to execute his task as Director.
  • Whether the person to be appointed as Director possess effective leadership qualities.
  • Whether the person to be appointed as Director possess strong ethics and kindness to treat people with respect.

Additional requirements for Independent Directors

  • in the opinion of the Board, is a person of integrity and possesses relevant expertise and experience
  • is or was not a promoter of the company or its holding, subsidiary or associate company
  • is not related to promoters or directors in the company, its holding, subsidiary or associate company
  • apart from receiving director's remuneration, he should not have any material pecuniary relationship with the company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year
  • none of his relatives shall have any pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent. or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year
  • neither he nor his relative shall hold the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed
  • neither he nor his relative has been an employee or proprietor or a partner of a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten per cent or more of the gross turnover of such firm, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed.
  • he along with his relatives should not hold two per cent or more of the total voting power of the company.
  • neither he nor his relative should be a Chief Executive or director, by whatever name called, of any non-profit organisation that receives twenty-five per cent or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company
  • neither he nor his relative should be a material supplier, service provider or customer or a lessor or lessee of the company.
  • Possesses appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations or other disciplines related to the Company’s business.

POSITIVE ATTRIBUTES OF DIRECTORS

  • Directors are to demonstrate integrity, credibility, trustworthiness, ability to handle conflict constructively, and the willingness to address issues proactively.
  • Actively update their knowledge and skills with the latest developments in the industry, market conditions and applicable legal provisions.
  • Willingness to devote sufficient time and attention to the Company’s business and discharge their responsibilities.
  • To assist in bringing independent judgment to bear on the Board’s deliberations especially on issues of strategy, performance, risk management, resources, key appointments and standards of conduct.
  • Ability to develop a good working relationship with other Board members and contribute to the Board's working relationship with the senior management of the Company.
  • To act within their authority, assist in protecting the legitimate interests of the Company, its shareholders and employees.

POSITIVE ATTRIBUTES OF DIRECTORS

  • Directors are to demonstrate integrity, credibility, trustworthiness, ability to handle conflict constructively, and the willingness to address issues proactively.
  • Actively update their knowledge and skills with the latest developments in the industry, market conditions and applicable legal provisions.
  • Willingness to devote sufficient time and attention to the Company’s business and discharge their responsibilities.
  • To assist in bringing independent judgment to bear on the Board’s deliberations especially on issues of strategy, performance, risk management, resources, key appointments and standards of conduct.
  • Ability to develop a good working relationship with other Board members and contribute to the Board's working relationship with the senior management of the Company.
  • To act within their authority, assist in protecting the legitimate interests of the Company, its shareholders and employees.

CRITERIA FOR APPOINTMENT OF KMP/SENIOR MANAGEMENT:

  • Should possess the required qualifications, experience, skills & expertise to effectively discharge their duties and responsibilities.
  • Should practice and encourage professionalism and transparent working environment.
  • Should build teams and carry the team members along for achieving the goals/objectives and corporate mission.
  • Should adhere strictly to code of conduct laid down by the Company.

CRITERIA FOR EVALUATION OF INDEPENDENT DIRECTORS AND BOARD:

INDEPENDENT DIRECTORS:

  • How well prepared and well informed the Independent directors for board meetings?
  • Is the attendance of Independent directors at meetings satisfactory?
  • Do the Independent directors show willingness to spend time and effort learning about the company and its business?
  • Do the Independent directors willing to participate in events outside board meetings such as site visits?
  • What has been the quality and value of Independent director's contributions at board meetings?
  • What has been their contribution to the development of (i) Strategy and (ii) risk management?
  • How successfully the Independent directors brought their knowledge and experience to bear in the consideration of strategy?
  • How effectively the Independent directors probed to test assumptions?
  • Where necessary, how resolute are they in holding to their views and resisting pressure from others?
  • How effectively have they followed up matters about which they have expressed concern?
  • How good are their relationship with other board members, the company secretary and senior management?
  • How actively and successfully do they refresh their knowledge and skill?
  • Are they up-to-date with the latest developments in areas such as the corporate governance framework and financial reporting and in the industry and market conditions?
  • How well do they communicate with other board members, senior management and others?
  • Can they present their views convincingly, yet diplomatically?
  • Do they listen to the views of others?

BOARD OF DIRECTORS

  • How well has the board performed against any objective that was set?
  • What has been the contribution of the board to the development strategy?
  • What has been the contribution of the board to ensuring robust and effective risk management?
  • Is the composition of the board and its committees appropriate?
  • Do these have the right balance of knowledge and skills to maximize performance?
  • Are relationships inside and outside the board working effectively?
  • How has the board responded to any problems or crises that arose?
  • Could / should these have been foreseen?
  • Are the matters specifically reserved for the board the right ones?
  • How well does the board communicate with the management team, employees and others?
  • How effective is its use of the Annual General Meeting and the annual report?
  • Is the board as a whole up to date with the latest developments in the regulatory environment and the market?
  • How effective are the board's committees (for example, in their role, their composition and their interaction with the board)?
  • Does the board receive the right amount and quality of timely information?
  • How well does management respond to request from the board for clarification or additional information?
  • Do the board and the board committees hold enough meetings of suitable length to get through their business properly?
  • Is time used effectively?
  • Is board procedure flexible and is the conducive to effective performance?

EVALUATION OF PERFORMANCE

The performance evaluation of independent directors shall be done by the entire Board of Directors (excluding the director being evaluated).

The independent directors of the company shall hold at least one meeting in a year, without the attendance of non-independent directors and members of management. All the independent directors of the company shall strive to be present at such meeting.

The independent directors in the meeting shall, inter-alia:

i. review the performance of non-independent directors and the Board as a whole;

ii. review the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors;

iii. iii. assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

iv. iv. other activities as may be required by applicable law in effect from time to time.

DEVIATIONS FROM THIS POLICY

Deviations on elements of this policy in extraordinary circumstances, when deemed necessary in the interests of the Company, will be made if there are specific reasons to do so in an individual case.

REVIEW OF THIS POLICY

The Nomination Committee will review this Policy, as appropriate, to ensure the effectiveness of this Policy.

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Inactive Clients' Policy

Inactive Client account: Client account will be considered as inactive if the client does not trade for period of one year. Calculation will be done at the beginning of every month and those clients who have not traded even a single time will be considered as inactive, the shares/credit ledger balance if any will be transferred to the client within one week of the identifying the client as inactive. The client has to make written request for reactivation of their account

Disclaimer

B. N. Rathi Securities Limited (hereinafter referred to as the "Website" www.bnrsecurities.com) and owns, has the license to use or otherwise has the right to use, free of any pending or threatened liens, all content, graphics, HTML and asp or other scripts displayed and used on the Website. The Use Of The Website By The Customer Shall Mean That He/She Agrees With The Following Terms Of Use.

  • )B. N. Rathi Securities Limited has launched and established an online trading service on the Website (hereinafter referred to as the "Service"). B. N. Rathi Securities Limited has exclusive and sole discretion to select the Customers who would be entitled to use, access and benefit out of the Service. B. N. Rathi Securities Limited also reserves the absolute right and discretion to decide on the criteria for selecting the Customers to participate in the Service offered hereunder.
  • )The offering of the Service is subject to the requisite permissions, approvals, licenses and any other clearance from the appropriate regulatory authority viz., Securities and Exchange Board of India, National Stock Exchange of India Limited, The Bombay Stock Exchange Ltd, Mumbai and any other relevant authority that may be the regulatory authority of the Service.
  • )The Service offered by B. N. Rathi Securities Limited envisages a Customer opening a Trading account.
  • )This Service on the Website does not constitute an offer to sell or a solicitation to any person in any jurisdiction where it is unlawful to make such an offer or solicitation. This Service is not intended to be any form of an investment advertisement, investment advice or investment information and has not been registered under any securities law of any foreign jurisdiction and is only for the information of any person in any jurisdiction where it may be lawful to provide such information, otherwise the same shall not be considered an information. The distribution of this Service or content in other jurisdictions may be restricted by law and the persons who access the Service should inform themselves about, and observe any such restrictions. By accessing and surfing this Website, the Customer agrees to be bound by the foregoing limitations.
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  • )This Service is provided on an "As Is" basis. B. N. Rathi Securities Limited and its Affiliates disclaim any warranty of any kind, imputed by the laws of any jurisdiction, whether express or implied, as to any matter whatsoever relating to the Service, including without limitation the implied warranties of merchantability, fitness for a particular purpose, and non infringement. B. N. Rathi Securities Limited and the Service and the Offer are subject to the jurisdiction only of the courts at Hyderabad.
  • )Use of the Service by any persons, is at Customer's own risk. The data and information provided on the Website is not advice, professional or otherwise, and should not be relied upon as such. Neither the information, nor any opinion contained in this Website constitutes a solicitation or offer by B. N. Rathi Securities Limited to buy or sell any securities, futures, options or other financial instruments or provide any investment advice or service. B. N. Rathi Securities Limited or their employees have or may have an outstanding buy or sell position or holding in the securities, options on securities or other related investments of issuers and companies mentioned herein. The investments discussed or recommended in the market analysis, research reports, etc. may not be suitable for all investors. Investors must make their own investment decisions based on their specific investment objectives and financial position and using such independent advisors as they believe necessary. Information herein is believed to be reliable but B. N. Rathi Securities Limited does not warrant its completeness or accuracy. The content of the articles and the interpretation of data are solely the personal views of the contributors and do not in any way reflect the views of B. N. Rathi Securities Limited. Users are advised to peruse the articles and other data in the Website only as information and to rely on their own judgment when making investment decisions.
  • )Neither B. N. Rathi Securities Limited nor its Affiliates shall be precluded from making any contract or entering into any arrangement or transaction with the companies mentioned herein or with itself in the ordinary course of business or from undertaking any banking, financial or agency services for the companies or for itself or from underwriting or guaranteeing the subscription of or placing or subscribing for or otherwise acquiring, holding or dealing with any of the stocks or shares or debentures or debenture stocks or any other securities whatsoever of the companies or in which the companies may be interested, either with or without a commission, or other remuneration or otherwise, at any time entering into any contract of loan or deposit or any other contract or arrangement or transaction with the companies or being concerned or interested in any such contract or arrangement or transaction which any other company or person would be entitled to enter into with the companies and they shall not be in anyway liable to account either to the companies or any person visiting or accessing the Website including a Customer of the Service for any profits made by them thereby or in connection therewith a and the B. N. Rathi Securities Limited or its owner or Affiliate shall also be allowed to retain for their or his own benefit any customary share of brokerage, fee, commission, interest, discount or other compensation or remuneration allowed to them.
  • )B. N. Rathi Securities Limited along with its directors, employees, associates or other representatives and its Affiliates along with its directors, employees, associates or other representatives shall not be liable for damages or injury arising out of or in connection with the use of the Website or its non-use including non-availability, compensatory, direct, indirect or consequential damages, loss of data, income or profit, loss of or damage to property (including without limitation loss of profits, loss or corruption of data, loss of goodwill, work stoppage, computer failure or malfunction, or interruption of business; under any contract, negligence, strict liability or other theory arising out of or relating in any way to the Website, site-related services, or any products or services and claims of third parties damages or injury caused by any performance, failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communications line failure, theft or destruction or unauthorized access to, alteration of, or use of information, whether resulting, in whole or in part, from or relating to any of the services offered or displayed by B. N. Rathi Securities Limited on the Website.
  • )B. N. Rathi Securities Limited makes no guarantees or representations as to, and shall have no liability for, any electronic content delivered by any third party, including, without limitation, the accuracy, subject matter, quality or timeliness of any electronic content on the Website. B. N. Rathi Securities Limited shall not be responsible for the contents of any linked site or any link contained in a linked site, or any changes or updates to such sites. The links being provided to the Customer are only for convenience, and the inclusion of any link does not imply endorsement by B. N. Rathi Securities Limited of the site, or its content or the sponsoring organization. By providing access to other websites, B. N. Rathi Securities Limited is not recommending the purchase or sale of the securities issued by it nor is it an endorsement of services provided by its sponsoring organization.
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  • )The Website contains features of the services that are currently being offered by the B. N. Rathi Securities Limited and those intended to be offered in the future. B. N. Rathi Securities Limited along with its Affiliates intends to launch the services confirming with the features listed on the Website in to, however due to business need and regulatory requirement the final launch may contain variations. Notwithstanding anything contained in the Website regarding the services, B. N. Rathi Securities Limited may decide to postpone the offering of the services or may even decide to withdraw the offering or even a currently offered service altogether.
  • )This disclaimer shall be applicable to any person visiting/accessing the Website and/or a Customer entering into an agreement related to availing of the Service offered by B. N. Rathi Securities Limited and its Affiliates.
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privacy policy

B. N. Rathi Securities Limited is sensitive to privacy issues on the Internet. We believe it is important you know how we treat the information about you; we receive from you, on the Internet.

In general, you can visit B. N. Rathi Securities Limited on the World Wide Web without telling us who you are or revealing any information about yourself. Our Web servers collect the domain names, not the e-mail addresses, of visitors. This information is aggregated to measure the number of visits, average time spent on the site, pages viewed, etc. B. N. Rathi Securities Limited uses this information to measure the use of our site and to improve the content of our site. Your accessing our site signifies your unconditional consent to allow the collection of your domain names.

There are times, however, when we may need information from you, such as your name and address. When information is needed, we will try (but are not obligated) to let you know at the time of collection, how we will use the personal information. Usually, the personal information we collect is used only by us to respond to your inquiry, process an order or allow you to access specific account information. Occasionally, we may make the e-mail addresses, of those who provide information, available to other reputable organizations whose products or services we think you may find interesting. In these cases, you will be offered an opportunity to limit access to your information. In case we do not receive any response from you to limit the access of your information, it shall be deemed that you consent to such distribution of your information as mentioned above.

If you register with one of B. N. Rathi Securities Limited business units on-line, they may use this information to provide you with custom information about B. N. Rathi Securities Limited offering in support of your business needs. A technology called cookies may be used to provide you with tailored information. A cookie is a tiny element of data that a web site can send to your browser, which may then be stored on your hard drive so we can recognize you when you return. You may set your browser to notify you when you receive a cookie. Registering with any B. N. RATHI Securities Limited business unit online signifies your unconditional consent to receive such cookies.

At times we conduct on-line surveys to better understand the needs and profile of our visitors. When we conduct a survey, we will try (but are not obligated) to let you know how we will use the information at the time we collect information from you on the Internet.

You recognize and understand that there is no compulsion on you to provide us with your personal information and any and all personal information provided by you to us is with your full consent, own volition and desire to provide such personal information. You also understand that we are under no obligation to verify the source from which the personal information about you is provided to us, and they are deemed to be provided by you, unless you demonstrate to us within a period of fifteen days from the date of providing of such information to us, to our satisfaction, that the information was provided to us is without your free consent.

B. N. Rathi Securities Limited's Web site may contain links to other sites. While we try to link only to sites that share our high standards and respect for privacy, we are not responsible for the content or the privacy practices employed by other sites

TERMS & CONDITION

We invite you to fully experience, enjoy and participate in the many unique services and features offered on www.bnrsecurities.com However, the use of the website is offered to you on your acceptance of the Terms of Use, our Privacy Policy and other notices posted on this website. Your use of this website or of any content presented in any and all areas of the website indicates your acknowledgment and agreement to these Terms of Use, our Privacy Policy and other notices posted on this website.

www.bnrsecurities.com also reserve the right at its sole discretion, to modify, add or remove any terms or conditions of these Terms of Use without notice or liability to you. Any changes to these Terms of Use shall be effective immediately, following the posting of such changes on this website. Your continued use of

www.bnrsecurities.com means that you accept any new or modified terms and conditions that are maintained. We would thus encourage you to re-visit the 'Terms of Use' link at our site from time to time to stay abreast of any changes that are introduced.

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