Policy of Making Payments to Non-Executive Directors

                      PROLIFE INDUSTRIES LIMITED

Criteria/Policy  of Making  Payments  to Non-Executive Directors

  1. Remuneration / Commission:

The  remuneration / commission shall  be  fixed  as  per  the  slabs  and  conditions mentioned in the Articles  of Association of the Company and  the Companies Act,

2013 and the rules made there under. Overall remuneration should be reflective of the size of the Company, complexity of the sector/industry/company’s operations and the company’s capacity to pay the remuneration.

  1.  Sitting Fees:

Independent Directors ("ID") and Non-Independent Non- Executive Directors ("NED") may be paid sitting fees (for attending the meetings of the Board and of committees of which they may be members). The payment of sitting fees will be recommended by the NRC and approved by the Board.  Quantum of sitting   fees may be subject to review on a periodic basis, as required provided that the amount of such fees shall not exceed Rs. One lakh per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.

  1. Commission:

Company will not pay commission to these NEDs’.

  1. Stock Options:

An Independent Director shall not be entitled to any stock option of the Company.