Deepak Nitrite Limited — Remuneration Information 2019

Jul 26, 2019

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RESPONSIBLE CARE”

DNL/138/BSE/1043/2019 July 26, 2019

Department[of] Corporate[Services] BSE Limited Phiroje Jeejeebhoy Towers Dalal Street MUMBAI- 400 001

Dear Sir,

Scrip Code: 506401

SUB: Clarification on the news item titled “HEG Boss Fat Pay Raises Eyebrows” published in Economic Times dated July 26, 2019

This is in reference to the news item titled “HEG Boss Fat Pay Raises Eyebrows” published[in] Economic Times, Mumbai Edition on July 26, 2019.

In this regard, we would like to clarify that the remuneration of our Executive Director & CEO mentioned in the said news item as = 58.89 crores during the Financial Year 2018-19 is incorrect and misleading.

The actual remuneration of Shri Umesh Asaikar as the Executive Director & CEO of the Company for the Financial Year 2018-19 is € 5.89 crores which has also been

disclosed under Corporate Governance Section of the 48‘ Annual Report of the

Companyon Page No. 121.

The relevant of the[48'”] Annual enclosed for reference page Reportis your please.

Weare also writing to the concerned news agency in this regard and requesting them to issue a corrigendum for publishing the misleading facts in the said newspaper.

Thanking you,

Yours faithfully, EEPAK[NITRITE] LIMITED

Encl:a/a.

DEEPAK NITRITE LIMITED

CIN: L24110GJ1970PLC001735 Registered[&] Corporate[Office:]

Aaditya-I,[Chhani] Road, Vadodara-390[024.] Gujarat,[India.] Tel: +91 265 276 5200/396 0200 | Fax: +91 2652765344 Investor Relations Contact: investor@ godeepak.com www.godeepak.com

CORPORATE OVERVIEW.

©} _STATUTORY REPORT! FINANCIAL STATEMENT 3

• 2) To review the adequacyofthe existing measures to mitigate risks covering various functions of the Company;

• 3) To evaluate and approve mitigation measures that may be recommended by the Risk Manager(s) in respect of any function and review the action taken for its implementation on an on-going basis;

4) To review and recommend tothe Board, amendment of any of the provisions of the Risk Management Framework; 5) Monitoring and[reviewing] therisk mitigation plan related to cyber security; and

Such other terms as may be required under the Listing Regulations,

All the recommendations of the Risk Management Committee were accepted by the Boardof Directors of the Company.

REMUNERATION OF DIRECTORS:

(a) Chairman[&] Managing Director Executive Directors /

The remuneration of Chairman & Managing Director comprises of salary, allowances, perquisites[and] other[benefits.] In addition, the Chairman & Managing Director is also paid a commission, calculated with reference to the Net Profits of the Company in a particular Financial Year, as may be determined by the Boardof Directors, subjectto the overall ceiling stipulated in Section 197 and other relevant provisions of the Companies Act, 2013. The remuneration of Executive Directors comprise of fixed pay and variable pay which ranges from 0% to 20% oftheir respective costs to company for a particular Financial Year based on the performance rating depending upon their individual and also the Company's performance as per policy of the Company,

The details of remuneration of Chairman & Managing Directors and Executive Directors for the Financial Year 2018-19 are as under:

(€ In Lakhs) Salary & Perquisites Retirement Commission bili Allowances * Benefits Variable bay a Shri Deepak C. Mehta 236.83 31.60 38.17 600.00 906.60 Shri UrneshAsaikar 365.70 55.71 53.83 113.62 588.86, Shri Maulik D. Mehta 7481 16.90 13.47 65.88 171.06 Shri Sanjay Upadhya 158.57, 31.61 24.89 79.33 294.40

Shri Ajay C. Mehta, Shri Umesh Asaikar, Shri Sanjay Upadhyay and Shri Maulik Mehta areliable to retire by rotation.

Thereis no provision for paymentof severance fees. (B) Independent Director and Non-Independent Non-Executive Directors

The Independent Director and Non-Independent Non-Executive Directors of the Company are paid sitting fees for attending meetings of the Board and of Committees of which they are members. Apart fromthe sitting fees, the Independent Director and Non-Independent Non-Executive Directors are also paid commission not exceeding 1% ofthe Net Profits of the Company fora particular year, computed

in accordance with the provisions of Companies Act, 2013.

The amount of Commission to Independent Director and Non-Independent Non-Executive Directors is determined on the basis of the attendance ofrespective Director at the Board, Committee or General Meeting(s) of the Company during the particular year, the number of memberships/chairmanships held of Committees of the Board and the time devoted on various matters of the Company.

The details of remuneration paid/payable to Independent Director and Non-Independent Non-Executive Directors for the Financial Year 2018-19 are as under:

Thedetails ofremuneration paid/payab 2018-19 are as under:	le to IndependentDirector and Non-Ind	ependent Non-Executive Director	s forthe Financial Yea
Name	Sitting Fees	Commission	(In Lakhs) Total
Shri Nimesh Kampani	1.50	8.00	9.50
Shri Sudhin Choksey	2.70	10.00	12.70
Shri Sudhir Mankad	2.85	10.00	12.85
Dr. R.H. Rupp	1.20	10.00	11.20
Shri S.K. Anand	3.60	25.00	28,60
Dr. S. Sivaram	1.80	8.00	9.80
Prof. Indira Parikh	0.60	4.00	460
Shri Ajay C. Mehta	120 Rie	:	1,20

Promises Made, Promises Delivered. LQ)