Policies

NOMINATION AND REMUNERATION POLICY .

1. PREAMBLE The Board of Directors have approved the policy formulated by the Nomination and Remuneration Committee on the nomination and remuneration of directors, key managerial personnel and senior management. The remuneration policy of Ceeta Industries Limited (“the Company”) is designed to improve productivity, retain and motivate manpower of the Company. It reflects the Company’s objectives for good corporate governance as well as sustains long term value creation for members and stakeholders. .

2. DEFINITIONS

2.1 Act means the Companies Act, 2013 and rules framed thereunder, as amended from time to time.

2.2 Board means Board of Directors (BOD) of the Company.

2.3 Directors mean Directors of the Company.

2.4 Key Managerial Personnel (KMP) means

2.4.1 Chief Executive Officer (CEO) or the Managing Director (MD) or the Manager;

2.4.2 Whole?time director (WTD);

2.4.3 Chief Financial Officer (CFO);

2.4.4 Company Secretary (CS); and

2.4.5 Such other officer as may be prescribed.

2.5 Senior Management means personnel who are members of its core management team excluding the Board of Directors and including the Functional Heads of the Company. .

3. GUIDING PRINCIPLES The level and composition of remuneration so determined by the Committee shall be reasonable and adequate to attract, retain and motivate directors, Key Managerial Personnel and Senior Management of the quality required to run the company successfully. The relationship of remuneration to performance should be clear and meet appropriate performance benchmarks. The remuneration should also involve a balance between fixed and incentive pay reflecting short and long-term performance to achieve the Company’s target. The Nomination and Remuneration Committee and this Policy shall be in compliance with Section 178 of the Companies Act, 2013 read with the rules thereto and Clause 49 of the Listing Agreement as amended from time to time and as per the applicability of the same to the Company by the said law for the time being in force.

4. ROLE OF THE COMMITTEE The role of the Committee inter alia will be the following? a) To formulate a criteria for determining qualification positive attributes and independence of directors; b) To carry out evaluation of Independent Directors and the Board; c) To recommend to the Board policy relating to remuneration of Directors, KMP & other employees. d) To carry out any other function as is mandated by the Board from time to time and to perform such other functions as may be necessary or appropriate for the performance of its duties. .

5. CHAIRMAN a) The Chairman of the Committee shall be an independent director. b) In the absence of the Chairman, the member of the Committee present at the meeting shall choose one amongst them to act as Chairman.

6. COMMITTEE MEMBERS’ INTERESTS 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. The Committee may invite such executives, as it considers appropriate, to be present at the meetings of the Committee.

7. VOTING 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. In the case of equality of votes, the Chairman of the meeting will have a casting vote.

8. APPOINTMENT CRITERIA Appointment of KMP and senior management and cessation of the service are subject to the recommendation of the Committee and approval of the Board of Directors. The Committee shall consider qualifications for Independent Directors as per the applicable provisions of the Companies Act, 2013 and rules made there under. For nominating a person as Director, KMP or at senior management level the committee shall review the ethical standards of probity and rectitude, qualification, competence and experience of the person and consequently put forward to the board his /her designation. The Company shall ascertain the fact that the person so delegated as director / KMP/ Senior Management personnel shall not be ineligible under the Companies Act , 2013 rules made there under, listing agreement or any other enactment for the time being in force and be so elected as per procedure laid down under the same The term of office of the Directors shall be determined in accordance with the Companies Act, 2013 rules made there under as revised from time to time.

9. REMUNERATION Non?Executive Directors (NED) may be remunerated in the form of sitting fees for attending the Board Meetings as fixed by the Board of Directors from time to time subject to statutory provisions. While deciding the remuneration of Managing Director and Executive Directors, the Committee considers pay and employment conditions in the industry, merit and seniority of the concerned person. The remuneration of Managing Director, whole time directors are subject to approval of the Board of Directors and shareholders as may be required and the limit laid down under the Companies Act, 2013 from time to time.

. 10. REWARD POLICIES Remuneration package for Managing Director are designed subject to the limits laid down under the applicable provisions of the Companies Act, 2013 to remunerate him fairly and reasonably. The Managing Director remuneration may comprise of salary, allowances, perquisites and performance based commission, reward apart from retirement benefits as per the rule of the Company. The Managing Director may be entitled to some customary non- monetary benefits such as the Company’s car, furnished accommodation, leave travel, health care benefits, club fee etc.

11. OTHER EMPLOYEES The remuneration of the other employees is fixed from time to time as per the guiding principles outlined above and considering industry standards and cost of hiring. In addition to basic salary they are also provided allowances, perquisites and retirement benefits as per schemes of the Company and statutory requirements, wherever applicable. Policy of motivation/reward payments are applicable to the category of personnel as in case of those in the management level..

12. DISCLOSURE OF INFORMATION The information of remuneration may be disclosed in the Company's annual financial statements as per statutory requirements.

Policy for Disclosure of Unpublished Price Sensitive or Material Information

The Company shall adhere to the following principles for fair disclosure of Unpublished Price

Sensitive or Material Information:

a) Prompt public disclosure of unpublished price sensitive information that would impact price

discovery no sooner than credible and concrete information comes into being in order to

make such information generally available.

b) Timely disclosure of every Material event or information. Uniform and universal

dissemination of unpublished price sensitive or Material event or information to avoid

selective disclosure.

c) Prompt dissemination of unpublished price sensitive or Material event or information that

gets disclosed selectively, inadvertently or otherwise to make such information generally

available.

d) Proper disclosure of Material events or information with respect to the subsidiaries, as per

applicable rules & regulations

e) Appropriate and fair response to queries on news reports and requests for verification of

market rumors by regulatory authorities.

f) Ensuring information shared with analysts and research personnel is not unpublished price

sensitive information.

g) Developing best practices to make transcripts or records of proceedings of meetings with

analysts and other investor relations conferences on the official website to ensure official

confirmation and documentation of disclosures made.

h) Handling of all unpublished price sensitive or Material information on a need-to-know basis

i) Ensuring compliance with the listing provisions and other applicable rules and regulations

j) Alignment with Company’s codes & policies including Code of Business Ethics and

Communication Policy.

The CFO & Compliance Officer of the Company shall jointly deal with the

determination, dissemination and disclosure of unpublished price sensitive or material event

or information.

Material event or information

An event or information shall be considered Material if:

• it is deemed to be material under applicable laws and regulations or

• omission of the event or information, is likely to result in discontinuity or alteration of

event or information already available publicly; or

• omission of the event or information is likely to result in significant market reaction if

the said omission came to light at a later date;

t• if in the opinion of the Board of Directors of the Company the event or information is

considered material.

 Archival of Information

Every material event or information, which has been disclosed to the stock exchange, shall

be uploaded on the website of the Company and shall be retained for a period of 5 years,

after which it shall be scrapped or archived or retained, as may be decided by the

Compliance officer of the Company. Archived information will be maintained in safe keeping.

VIGIL MECHANISM POLICY SCOPE:

This policy applies to all the directors and employees (including part time, temporary and contract employees) of Ceeta Industries Limited (“the Company”) PURPOSE: The Company is committed to the highest possible standards of ethical, moral and legal business conduct. In line with this commitment, this policy aims to provide an avenue for employees to raise concerns and reassurance that they will be protected from reprisals or victimization for vigil mechanism in good faith.

POLICY: The Vigil Mechanism Policy is intended to cover serious concerns that could have a large impact on the company, such as actions that: • May lead to incorrect financial reporting; • Are unlawful; • Are not in line with company policy, including the Code of Conduct; • Otherwise amount to serious improper conduct. SAFEGUARDS: Harassment or Victimization of the complainant will not be tolerated. Confidentiality - Every effort will be made to protect the complainant’s identity. Anonymous Allegations - The policy encourages employees to put their names to allegations because appropriate follow-up questions and investigation may not be possible unless the source of the information is identified. Concerns expressed anonymously will be investigated, but consideration will be given to: • The seriousness of the issue raised; • The credibility of the concern; and • The likelihood of confirming the allegation from attributable sources. Malicious Allegation may result in disciplinary action.

PROCEDURE: Process of Raising a Concern & Reporting The Vigil Mechanism procedure is intended to be used for serious and sensitive issues. Serious concerns relating to financial reporting, unethical or illegal conduct should be reported in either of the following ways: Reported to Mr. Dipak Mehta, Chairman of the Audit Committee via e-mail at kilgroup2010@gmail.com Alternative for written documents, it can be sent to below mentioned address in a closed envelop: Kabirdas investments Limited, Azimganj House, 7 Camac Street, 5th Floor, Unit-3B, Kol-17 Employment related concerns should continue to be reported through your normal channels such as your supervisor. Timing - The earlier a concern is expressed, the easier it is to take action. Evidence - Although the employee is not expected to prove the truth of an allegation, the employee needs to demonstrate to the person contacted that there are sufficient grounds for concern. How the Compliant will be handled The action taken will depend on the nature of the concern. The Board of Directors will receive a report on each complaint and follow-up report on actions taken. Initial Inquiries Initial inquiries will be made to determine whether an investigation is appropriate and in the form that it should take. Some concerns may be resolved by agreed action without the need for investigation. Report to Complainant The complainants will be given the opportunity to receive follow-up on their concern in two weeks: • Acknowledging that the concern was received; • Indicating how the matter will be dealt with; • Giving an estimate of the time that it will take for a final response; • Telling them whether initial inquiries have been made; • Telling them whether further investigations will follow, and if not, why not. Further Information - Depending on the nature of the issue and the clarity of information provided further information may be sought from the complainant. Information - Subject to legal constraints the complainant will receive information about the outcome of any investigations. The company reserves the right to modify or amend this policy at any time as it may deem necessary.