This Nomination & Remuneration Policy (“Policy”) has been adopted by CARGOSOL LOGISTICS  LIMITED(the “Company”) Board of Directors (“Board”) in view of section 178 of Companies Act, 2013  and rules notified thereunder.  

1. DEFINITIONS  

1.1 “Act” means the Companies Act, 2013 and Rules framed thereunder, as amended from time  to time;  

1.2 “Board” means Board of Directors of the Company;  

1.3 “Key Managerial Personnel (“KMP”)” means  

(i) Managing Director;  

(ii) Whole-Time Director;  

(iii) Chief Financial Officer;  

(iv) Company Secretary;  

(v) such other officer as may be prescribed.  

1.4 “Senior Management” means personnel of the Company who are members of its core  management team excluding Board of Directors comprising of all the members of the management,  one level below the executive directors, including the functional heads.  

2. PURPOSE  

2.1 The Nomination and Remuneration Committee (the “Committee”) is a Committee of the Board.  The Committee’s primary functions are to:-  

(a) identify persons who are qualified to become directors and who may be appointed in the Senior  Management of the Company;  

(b) formulate criteria for determining qualification, positive attributes and independence of a director;  (c) recommend to the Board, appointment and removal of a director and Senior Management;  (d) evaluate the Board’s performance and carry out evaluation of every director’s performance;  

(e) make recommendations to the Board relating to the remuneration of directors, KMP and other  employees.  

(f) ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain  and motivate directors, KMP and Senior Management to run the Company successfully;  

(g) ensure that remuneration to directors, KMP and Senior Management 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.  

(h) delegate any of its powers to one or more of its members or the secretary, of the Committee;  

(i) consider such other key issues or matters as may be referred by the Board or as may be necessary  in view of the provisions of the Act and Rules made thereunder. 

3. MEMBERSHIP AND TERM  

3.1 The Committee shall consist of a minimum of 3 (three) directors, all of whom shall be non executive  directors and at least half shall be independent director(s).  

3.2 A quorum shall be two members or any greater number determined by the Committee from time  to time.  

3.3 The duties and responsibilities of a member of the Committee shall be in addition to those duties  set out for a director of the Board.  

3.4 Membership of the Committee shall be disclosed in the annual report including whether a director  is independent or non- independent.  

4. CHAIRMAN  

4.1 The chairman of the Committee will be the person appointed as chairman by the Board. Should  the chairman be absent from a meeting, the members of the Committee present at the meeting shall  choose one of the other members of the Committee to chair that particular meeting.  

5. FREQUENCY OF MEETINGS  

5.1 The chairman will call a meeting of the Committee if so requested by any member of the  Committee.  

5.2 As a minimum, the Committee shall meet once per year.  

6. COMMITTEE MEMBERS’ INTERESTS  

A member of the Committee is not entitled to be present when his or her own salary or fee is discussed at a meeting or when his or her performance is being evaluated.  

7. SECRETARY  

The company secretary of the Company shall act as secretary of the Committee.  8. VOTING  

8.1 Matters arising for determination at Committee meetings shall be 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.  

8.2 In the case of equality of votes, the Chairman of the meeting, in addition to his deliberative vote,  has a casting vote.  

9. POLICY FOR APPOINTMENT, REMOVAL AND RETIREMENT OF DIRECTOR, KMP AND SENIOR  MANAGEMENT  
10. A) Appointment criteria and qualifications  
11. i) The Committee shall consider the qualification, expertise, experience, integrity, background and  other qualities of the persons for appointment as director, KMP or at Senior Management level and  recommend to the Board his / her appointment. The Committee has the discretion to decide whether  qualification, expertise and experience possessed by a person is sufficient / satisfactory for the  position concerned. 
12. ii) The Committee shall assess the criteria of independence fulfilled by the appointee in case of  recommending a person for appointment / reappointment as an independent director.  

iii) The Committee shall consider the appointment of any person who has attained the age of 70  (seventy) years as whole-time director, only with the approval of the shareholders, by passing a special  resolution based on the explanatory statement annexed to the notice for such motion, indicating the  justification for such appointment.  

1. iv) The Committee shall ensure that a formal letter of appointment is given to the independent  directors at the time of their appointment.  
2. B) Term / Tenure  
3. i) The Committee shall recommend the appointment or re-appointment of any person as its executive  chairman, managing director or executive director for a term not exceeding five years at a time.  
4. ii) The Committee shall recommend appointment or re-appointment of any person as an independent  director for a term of upto five consecutive years and also ensuring that no independent director is  holding office for more than two consecutive terms. 

iii) The Committee shall recommend to the Board, appointment of KMPs / Senior Management as per  the provisions of the Act and policy of the Company.  

1. C) Removal  

The Committee may recommend to the Board, due to reasons of any disqualification mentioned in  the Act or under any other applicable Act, rules and regulations thereunder and the same recorded in  writing, removal of a director, KMP or Senior Management personnel subject to the provisions and  compliance of the Act, rules and regulations.  

1. D) Retirement  

The director, KMP and Senior Management personnel shall retire as per the applicable provisions of  the Act and the prevailing policy of the Company. The Board will have the discretion to retain a  director, KMP, Senior Management personnel in the same position or otherwise, even after attaining  the retirement age, for the benefit of the Company. 

10. POLICY RELATING TO THE REMUNERATION FOR THE WHOLETIME DIRECTOR, KMP AND SENIOR  MANAGEMENT PERSONNEL  
11. A) Remuneration for Whole-time / Non-Executive / Independent Directors  
12. i) The remuneration including commission payable to Whole-time Directors will be determined by the  Committee in accordance with the provisions of the articles of association of the Company and the  Act and recommend to the Board for approval, subject to the approval of the shareholders of the  Company. The whole-time directors shall be eligible for a monthly fixed pay, annual variable pay and  other benefits and perquisites in line with the Company’s policies as amended from time to time,  subject to applicable laws.  
13. ii) The Committee shall ensure, that the level and composition of remuneration is reasonable and  sufficient to attract, retain and motivate directors of the quality required to run the Company  successfully. 

iii) If in any financial year, the Company has no profits or its profits are inadequate, the Company shall  pay remuneration to its whole-time director in accordance with the provisions of Schedule V of the  Act.  

1. iv) Non-executive directors and independent directors may be paid remuneration by way of  commission at the rate of not exceeding 1% of the net profits of the Company calculated in accordance  with the provisions of the Company.  
2. v) Non-executive directors and independent directors shall receive remuneration by way of fees for  attending the meetings of Board and subcommittees of the Board, in which they hold membership /  chairmanships the case may be. Sitting fee payable shall be fixed and approved by the Board within  the limits as prescribed in the Act.  
3. vi) Independent directors are not entitled to any stock option of the Company.  B) Remuneration for KMP and Other Employees  
4. i) The Committee shall take into account the qualification, industry experience, integrity of the  appointee, existing remuneration level for similar positions in other companies, operating in the same sector etc., while fixing the remuneration payable to the KMP and Senior Management personnel. The  remuneration payable shall be structured in such way that it consists of fixed and variable pay  reflecting short and long term performance objectives, appropriate to the working of the Company  and its goals.  
5. ii) The Committee may also consider giving employee stock options to the KMPs & Senior  Management.  
6. PERFORMANCE EVALUATION OF BOARD  

As per the provisions of section 134 and 178 of the Act, the performance of the Board is to be  evaluated annually by the Committee.  

12. POSITIVE ATTRIBUTES  

12.1. The positive attributes aims to set out the approach to achieve qualitative and talented people  on the Board. Any and all the directors appointed by the Company shall have to fulfill the specifics of  the positive attributes;  

12.2. Positive attribute shall include the following qualities a director should possess:  (a) well educated to manage day to day business operation of the Company;  (b) hardworking and possess adequate leadership skills to attain the Company with new heights;  

(c) has not been sentenced to imprisonment under the laws of India or abroad and not having any  criminal track record;  

(d) shall devote sufficient time and attention to his professional obligations for informed and balanced  decision making;  

(e) shall be focused towards the Company and shall be generous/ open-minded towards the team;  (f) honest, friendly, helpful to the employees and co-directors of the Company;  (g) shall carry adequate communication and analytical skills. 

13. REPORTING  

Proceedings of all the meetings are to be recorded in minutes and signed by the chairman or thechair  of the Committee. Minutes of all Committee meetings will be provided to the subsequentBoard and  Committee meeting.  

14. REVIEW OF THE POLICY  

14.1. The Board will review this Policy on a regular basis to ensure its effectiveness;  

14.2. The Committee will discuss any revisions that may be required, and recommend any such  provisions to the Board for consideration and approval.