Company Policy

  • Directors Induction and Traning >>
  • Familiarisation Program conducted by Independent Directors >>
  • Policy on dealing with Related Party Transaction >>
  • Terms and Condition of Appointment of Independent Directors >>
  • Whistle Blower Policy >>


DIRECTORS INDUCTION AND TRAINING


Background

The provision of an appropriate induction programme for new Directors and ongoing training for existing Directors is a major contributor to the maintenance of high corporate governance standards of the Company.

The Independent Directors also request management to provide detailed understanding of any specific project, activity or process of Foundry Fuel Products Limited. The management provides such information and training either at the meeting of Board of Directors or otherwise.

Induction

The induction process is designed to:

a. Build an understanding of Foundry Fuel Products Limited, its businesses and the markets and regulatory environment in which it operates;

b. Provide an appreciation of the role and responsibilities of the Director;

c. Fully equip Directors to perform their role on the Board effectively; and

d. Develop understanding of Company's people and its key stakeholder relationships.

The Management shall provide new Directors, both Executive and Non-Executive, with a briefing on their legal and regulatory responsibilities as Directors. This includes provision of a Directors' Induction kit containing general information on Company's Structure, Key Policies of the Company, Brief profile of the Board of Directors, Role and Responsibility of the Directors and necessary disclosure forms. The Compliance Officer provides a briefing on Company's current structure and performance of business.

The induction briefing for Non-Executive Independent Directors includes interactive sessions with Management Committee Members, Business and Functional heads, Auditors and a visit to market or any plant.

Training

The compliance officer keeps the Board briefed on legal and regulatory development relevant to the Company and the Directors. The compliance officer ensures that the programme to familiarize the Non-Executive Directors with the business is maintained over time and kept relevant to the needs of the individuals involved and the Board as a whole. Based on the yearly performance evaluation of the Board and individual Directors, the Chairman shall in consultation with Senior Independent Director agree on the Training and Development needs of the Board as a whole and decide on action plan for each year. The compliance officer shall be responsible for implementation of such plan and Chairman shall regularly review the same.

In addition to the extensive induction and training provided as part of the familiarization programme, the Independent Directors are also taken through various business and functional sessions in the Board meetings including the Board meetings to discuss strategy.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
(pursuant to clause 49 of the Listing Agreement)


The Members of the Board of Foundry Fuel Products Limited (FFPL) are provided with many opportunities to familiarize themselves with the Company, its management and operations. The Board of Directors are regularly provided with documents on information and updates to have a better understanding of the Company.

In addition to the requirements of clause 49, the code for independent directors under schedule IV also lays down the standards for fulfillment of their responsibilities in a professional and faithful manner to promote confidence of all stakeholders. The Company recognizes the importance of institutionalizing a familiarization programme for its Directors so that they can keep themselves well informed about the Company and the external environment in which it operates.

Some of the practices in the familiarisation programme are conducted on a continuous basis and some on case to case basis. Further there are specific practices which the Company follows at the time of induction of a new director. The familisarisation programme at FFPL broadly encompasses the following:

1. The Independent Directors are made aware of their roles, duties and responsibilities at the time of their appointment through a formal letter of appointment which stipulates the terms and conditions of their engagement. The terms and conditions of the appointment of Independent Directors are available in the website of the Company.

2. By way of an introduction, every newly inducted Director is presented with a corporate dossier which traces the Company's history of its existence and gives a glimpse of value chain of its products.

3. The Executive Director at the first Board meeting in which the newly inducted participates makes a detailed presentation on the Company, its various business segments and profile, manufacturing locations, organization structure and other market related info.

4. Exclusive plant visits are also organized for the new Director in order to provide an insight into the actual operations of the Company.

5. Every new director is also provided with a Director's Handbook which in addition to listing regulatory compliance requirements applicable for persons holding directorship positions also provides an overview of the basic elements of corporate directorship in the Company.

The Handbook enumerates the duties, powers and responsibilities of a Director and goes beyond the minimum legal requirements. The Handbook is updated periodically for regulatory changes. Recently, the Handbook was updated for changes in the regulatory environment for Directors brought in by the Companies Act, 2013 and the revision to clause 49 of the listing agreement and the updated Handbook had been provided to all the Directors of the Company.

6. Further, with a view to familiarize the existing Directors with the Company's operations on an ongoing basis, plant visits are periodically organized for the Directors which will include product displays, detailed tour of the shop floor, specific display of technological innovations made etc.

7. At every Board meeting strategic presentations are made to the Board where the Board of Directors interact with the Senior Management.

8. At every Board meeting besides reporting on compliance with applicable laws, a regulatory update on significant changes in laws applicable to the Company is provided to the Directors.

9. Directors are also informed of various developments in the Company through Press releases etc.

The above initiatives help the Directors to understand the Company, its businesses and the regulatory framework in which the Company operates enabling him / her to effectively fulfill their role as a Director of the Company.

POLICY ON RELATED PARTY TRANSACTIONS


1. Preamble
Foundry Fuel Products Limited ("Company") recognizes that Related Party Transactions (as defined below) can present potential or actual conflicts of interest and may raise questions about whether such transactions are consistent with the Company's interests. This Policy spelling out the review and approval of Related Party Transactions has been adopted by the Company's Board of Directors, as recommended by the Audit Committee, in order to set forth the procedures under which such transactions must be reviewed and approved or ratified.
This Policy is to regulate transactions between the Company and its Related Parties based on the applicable laws and regulations applicable on the Company and is effective 1st October 2014.
The Board of Directors of the Company will review and, if required, may amend this Policy from time to time and such amended Policy shall also be in conformity with the provisions of the Companies Act 2013, including the Rules made thereunder and Clause 49 of the Listing Agreement and must be approved in the manner as may be decided by the Board of Directors.

2. Purpose
This Policy is framed as per requirement of Clause 49 of the Listing Agreement entered into by the Company with the Stock Exchanges and intended to ensure the proper approval and reporting of transactions between the Company and its Related Parties. Such transactions may be considered appropriate only if they are in the best interest of the Company and its shareholders.

3. Definitions
a) "Audit Committee or Committee" means the Audit Committee of Board of Directors of the Company;
b) "Board" means the Board of Directors of the Company;
c) "Key Managerial Personnel" means the following managerial personnel as defined under the Companies Act, 2013:
(i) the Chief Executive Officer or the managing director or manager ;
(ii) the Company Secretary;
(iii) the whole-time director;
(iv) the Chief Financial Officer and
(v) such other officer as may be prescribed under the Companies Act 2013;

d) "Policy" means this Related Party Transactions Policy;
e) "Related Party" means an entity which is a related party as defined in Section 2(76) of the Companies Act, 2013 or if such entity is related party under the applicable Accounting Standards;
f) "Related Party Transaction" means any transaction directly or indirectly involving any Related Party, which is a transfer of resources, services or obligations between a company and a related party, regardless of whether a price is charged;
A "transaction" with a related party shall be construed to include single transaction or a group of transactions in a contract.
g) "Material Related Party Transaction" means a transaction with a related party if the transaction/transactions to be entered into individually or taken together with previous transactions during a financial year, exceeds ten percent of the consolidated annual turnover of the Company as per the last audited financial statements of the Company;
h) "Relative" means a relative as defined in Section 2(77) of the Companies Act, 2013.

Words and expressions used in this Policy not specifically defined hereunder will have the same meaning assigned to them in the Companies Act, 2013 or Rules framed there under and applicable SEBI Regulations.

4. Policy
All Related Party Transactions shall require prior approval of the Audit Committee unless otherwise specifically exempted in accordance with this Policy.
a) Identification of Potential Related Party and Transactions
Every director and Key Managerial Personnel is responsible for providing notice to the Board or the Audit Committee of the list of related parties as covered under sec,2(76) of the Companies Act as well under Accounting Standard 18. This list of related parties shall be updated on an annual basis and further changes informed as soon as possible. Each director as well as KMP shall inform in advance the Company of any potential Related Party Transaction involving him or her or his or her Relative, including any additional information about the transaction that the Board/Audit Committee may reasonably request. Board/Audit Committee will determine whether the transaction does, in fact, constitute a Related Party Transaction requiring compliance with this Policy.
b) Restrictions relating to Related Party Transactions
All Related Party Transactions shall require prior approval of Audit Committee. Further, all Material Related Party Transactions shall require approval of the shareholders through special resolution and the Related Parties shall abstain from voting on such resolutions.
The following transactions will also require prior approval of the shareholders through special resolution.

i. Sale, purchase or supply of goods or materials, directly or through appointment of agent exceeding 10% of the turnover of the Company or Rs.100 crores, whichever is lower;
ii. Selling or disposing or purchasing of property of any kind, directly or through appointment of an agent, exceeding 10% of the networth of the Company or Rs.100 crores, whichever is lower
iii. Leasing of property of any kind exceeding 10% of the networth of the Company or 10% of the turnover of the Company or Rs.100 crores, whichever is lower;
iv. Availing or rendering of any services, directly or through appointment of an agent exceeding 10% of the turnover of the Company or Rs.50 crores, whichever is lower;
v. Appointment to any office or place of profit in the Company, its subsidiary company or associate company at a monthly remuneration exceeding Rs.2,50,000.
vi. Remuneration for underwriting the subscription of any securities or derivatives of the Company exceeding 1% of the networth of the Company.

The Turnover/ Networth referred in this clause shall be computed on the basis of Audited Financial statement of the Company in the preceding financial year.
The limits specified in sub-clause (i) to (iv) above shall apply for the transaction(s) during a financial year, either individually or taken together.
c) Review and Approval of Related Party Transactions
Related Party Transactions will be reported to the Audit Committee for review and approval. Any member of the Committee who has a potential interest in any Related Party Transaction will recuse himself/herself and abstain from a discussion and voting on the approval of the Related Party Transaction(s).
The Audit Committee shall be provided with the material facts of such Related Party Transactions and the Audit Committee will determine whether to approve such Related Party Transactions or not.
In assessing a Related Party Transaction, the Audit Committee shall consider such factors as it deems appropriate, including without limitation –
i. the business reasons for the Company to enter into the Related Party Transaction;
ii. the commercial reasonableness of the terms of the Related Party Transaction;
iii. the materiality of the Related Party Transaction to the Company;
iv. whether the terms of the Related Party Transaction are fair to the Company and on the same basis as would apply if the transaction did not involve a Related Party; and
v. the extent of the Related Party's interest in the Related Party Transaction.

The following Related Party Transactions shall not require prior approval of Audit Committee or Shareholders:
i. Any transaction that involves the providing of compensation to a director or Key Managerial Personnel in connection with his or her duties to the Company or any of its subsidiaries or associates, including the reimbursement of reasonable business and travel expenses incurred in the ordinary course of business.
ii. Any transaction in which the Related Party's interest arises solely from ownership of securities issued by the Company and all holders of such securities receive the same benefits pro rata as the Related Party.

Mechanism for determining Ordinary course of business and Arm's length basis:
The following guidelines will be used to determine whether a transaction with Related Party is in ordinary course and on Arm's length basis:
Ordinary Course of Business:
All transactions or activities that are necessary, normal and incidental to the business of the Company, the objects of the Company permit such activity shall be deemed to be in the ordinary course of business. These may also be common practices, historical practices and customs of commercial transactions with a pattern of frequency.
Arms Length transaction:
"Arm's length transaction" means a transaction between two related parties that is conducted as if they were unrelated, so that there is no conflict of interest. In this regard, the following guidelines can be used for determining the arms length basis:
- whether the terms of the transaction are fair and would apply on the same basis if the transaction did not involve a Related Party;
- whether there are any compelling business reasons to enter into the transaction and the nature of alternative transactions, if any;
- whether the transaction would affect the independence of an independent director;
- whether the transaction poses any consequential potential reputational risk issues;
- whether the transaction would present an improper conflict of interest for any director or KMP, taking into account the size of the transaction, the overall financial position of the director/KMP or other Related Party, the direct or indirect nature of the directors', KMPs', or other Related Party's interest in the transaction and the ongoing nature of any proposed relationship.
- For determining the arms length pricing, the Transfer Pricing guidelines issued by the relevant authorities under the provisions of Income-Tax Act 1961 may be used to determine this criteria on a case to case basis.

5. Omnibus approval

Criteria and the need for granting omnibus approval
a) The Audit Committee may, in the interest of the Company to ensure smooth operations, grant omnibus approval for Related Party Transactions proposed to be entered into by the Company which are repetitive in nature and which are routine and incidental to the general operations of the Company, subject to such conditions as it may deem fit. Such approval shall be valid for a period not exceeding one year and shall specify the following:
i. The name(s) of the Related Party;
ii. The nature of the transaction, period of transaction, maximum amount of transaction that can be entered into &
iii. The indicative base price/current contract price and the formula for variation in the price, if any.

b) The Audit Committee may also grant omnibus approval, without the above details, for unforeseen transaction subject to a value not exceeding Rs. 1 crore per transaction.
c) Such Omnibus approvals shall be valid for a maximum period of one year. The Audit Committee shall review the details of Related Party Transactions entered into by the Company pursuant to such Omnibus approvals, on a quarterly basis.

6. Related Party Transactions not approved under this Policy
In the event the Company becomes aware of a Related Party Transaction with a Related Party that has not been approved under this Policy prior to its consummation, the matter shall be reviewed by the Audit Committee. The Audit Committee shall consider all the relevant facts and circumstances regarding the Related Party Transaction, and shall evaluate all options available to the Company, including ratification, revision or termination of the Related Party Transaction. The Audit Committee shall also examine the facts and circumstances pertaining to the failure of reporting such Related Party Transaction to the Audit Committee under this Policy, and shall take any such action it deems appropriate.

In any case, where the Audit Committee determines not to ratify a Related Party Transaction that has been commenced without its approval, the Committee, as appropriate, may direct additional actions including, but not limited to, immediate discontinuation or rescission of the transaction. In connection with any review of a Related Party Transaction, the Audit Committee has authority to modify or waive any procedural requirements of this Policy.

Terms and Conditions of Appointment as an Independent Director ("ID") of Foundry Fuel Products Limited ("Company")


1. TERM OF APPOINTMENT
1.1 The appointment as an independent director is for a term of 5 (five) consecutive years and the ID will not be liable to retire by rotation, unless terminated earlier in accordance with the provisions of the terms of letter of appointment and the applicable laws.
1.2 The ID may be required to serve on various committees of the Board. The ID shall be provided with the relevant terms of reference on his appointment to such a committee and will be required to act in accordance with such terms of reference.
1.3 The ID is entitled to resign from his office in compliance with the requirements and the procedure prescribed under the Act and the Listing Agreement. The Company may remove him from the office in compliance with the requirements and the procedure prescribed under the Act, the Listing Agreement and other applicable laws. The office will stand vacated on occurrence of any of the trigger events set out in Section 167 of the Act.

2. TIME COMMITMENT
2.1 The ID will be expected to devote such time as will be necessary for the proper performance of the duties as an ID of the Board. He shall also be expected to make himself available for all emergency and regular Board Meetings and of the committees thereof and general meetings of the Company.
2.2 By accepting this appointment, he undertakes that, taking into account all other commitments that he may have, he is in a position to allocate sufficient time to meet the expectations of his role.

3. EXPECTATIONS FROM THE BOARD

The Board expects the ID to:
(i) Familiarize himself with the (a) organisation structure; and (b) nature of business, activities and operations of the Company;
(ii) Observe and comply with applicable law, the Articles of Association of the Company and the rules, regulations and policies of the Company, in relation to his directorship and the business of the Company;
(iii) Perform the duties and responsibilities and exercise powers, honestly, faithfully, efficiently, diligently and with reasonable care; and
(iv) Observe and follow standards appropriate to and having regard to (a) his role as an ID; and (b) his knowledge, skills and experience.
(v) Inform the Company, upon accepting additional commitments that might affect the time he is able to devote to his role as an ID;, including the number of public companies in which he serves as an ID at any point of time.

4. CRITERIA OF INDEPENDENCE
4.1 He shall at the first meeting of the Board in which he participates as an ID and thereafter at the first meeting of the Board in every financial year or as and when there is a change in circumstances, which may affect his status as an ID, submit a declaration to the Board that he meets the criteria of independence specified under Section 149(6) of the Act.
4.2 He shall disclose any direct or indirect interest, which he may have in any matter being considered at a board meeting or committee meeting and, save as permitted under the Articles of Association of the Company, he shall not vote on any resolution of the Board, or of any of its committees, on any matter where he has any direct or indirect interest.
4.3 Unless specifically authorised to do so by the Board, he shall not enter into any legal or other commitment or contract on behalf of the Company.
4.4 He shall not hold office:
(1) as a director (including as an alternate director) in more than twenty companies at the same time;
(2) as a director in more than ten public companies at the same time; and
(3) as an ID in more than seven listed companies at the same time (provided however, that in case he holds office as a whole time director in a listed company then you shall not hold office as an ID in more than three listed companies).

5. DUTIES AND FUNCTIONS
5.1 he will have to strictly abide by and comply with:
(i) The duties of directors as set out under Section 166 of the Act;
(ii) The duties and responsibilities as set out under Clause 49 of the Listing Agreement; and
(iii) The Code for Independent Directors under Schedule IV of the Act (pursuant to Section 149 of the Act), including the (a) guidelines for professional conduct; (b) roles and functions; and (c) duties set out thereunder.

5.2 The aforementioned duties, guidelines for professional conduct and the Code for Independent Directors, shall be deemed to be incorporated in the letter of appointment and shall form an integral part of the letter.
5.3 Subject to the duties as an independent director, he shall not (i) engage in any acts or deeds that would be detrimental to the interests of the Company or any of its affiliates; (ii) tarnish the reputation of or disparage the business of the Company, its affiliates, their respective executive management, directors, shareholders, employees, or people, business relations, organizations connected with the Company and/or any of its affiliates; and (iii) otherwise harm the Company's and/or any of its affiliates' goodwill, business interests or reputation in any manner.
5.4 He will be expected to perform his duties, whether contractual, statutory or fiduciary, faithfully, efficiently and diligently to a standard commensurate with both the functions of his role and knowledge, skills and experience and with due regard to applicable laws.
5.5 He will be required to comply with all applicable laws including but not limited to the requirement to comply with the maximum number of directorships that can be held by an ID.
5.6 He shall moderate and arbitrate in the interest of the Company as a whole, in situations of conflict between management and shareholder's interest.
5.7 In addition, the Company will make available and / or conduct training sessions from time to time in understanding the business model of the Company as well as the risk profile of the business parameters of the Company. He is also expected to keep himself well informed about the Company and the external environment in which it operates. The Company will also be conducting a training programme to ensure they understand their responsibilities as directors the best ways to discharge them and the basis for understanding financial statements and related documents.
5.8 He shall hold at least one meeting every year, without the attendance of nonindependent directors and members of management, to, 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) 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.
5.9 He shall review minutes of board meetings and committee meetings (in which he shall act as a member) in order to ensure proper recording of proceedings taken place in the meetings. Further in case he has concerns about carrying out the affairs of the Company, he shall ensure the same are addressed by the Board and, to the extent that they are not resolved, secure their recording in the minutes. He shall be presumed to have had no such concerns, in case he doesn't secure their recording in the minutes.
5.10 He shall make all statutory disclosures required under the Act and other applicable laws, to the Company (in particular disclosure of interest with respect to matters specified under Section 184 of the Act and certificate/declaration of independence at the time of reappointment) and to various regulatory authorities.

6. CODE OF CONDUCT
He will be required to comply with all rules, regulations and codes of practice issued by the Company. This includes the code of conduct laid down by the Board applicable to all the Board members and senior management of the Company.
6.1 In addition, he will adhere to the following standards of professional conduct while performing his duties as an ID:

(1) uphold ethical standards of integrity and probity;
(2) act objectively and constructively while exercising his duties;
(3) exercise the responsibilities in a bona fide manner in the interest of the Company;
(4) devote sufficient time and attention to his professional obligations for informed and balanced decision making;
(5) not allow any extraneous considerations that will vitiate exercise of objective independent judgment in the paramount interest of the Company as a whole, while concurring in or dissenting from the collective judgment of the Board in its decision making;
(6) not abuse his position to the detriment of the Company or its shareholders or for the purpose of gaining direct or indirect personal advantage or advantage for any associated person;
(7) refrain from any action that would lead to loss of independence;
(8) where circumstances arise which make lose your independence, he should immediately inform the Board accordingly; and
(9) assist the Company in implementing the best corporate governance practices.

7. PERFORMANCE EVALUATION AND TRAINING
7.1 His performance evaluation will be conducted by the entire Board, excluding him, on an annual basis and based on the parameters and guidelines prescribed by the Nomination and Remuneration Committee of the Company.

8. LIABILITIES
8.1 For any breach of the duties, he will be subject to the penal consequences as set out under the Act and other applicable laws including SEBI regulations and the Listing Agreement.
8.2 In relation to the Company, he would be liable for such acts of omission or commission by the Company which had occurred with his knowledge, attributable through Board processes, and with his consent or connivance, or where he has not acted diligently.

9. REMUNERATION
9.1 As an ID, and during the term, he will be entitled to the sitting fee for attending the board and committee meetings, besides commission on an annual basis which shall be subject to such revisions as may be determined by the shareholders of the Company and any limits that may be prescribed under applicable law.
Additionally, all travelling and other expenses properly incurred in performing his duties in accordance with the Articles of Association and the Act and other applicable laws, will be reimbursed as per Company's policy.
9.2 The remuneration shall be subject to applicable taxes and the Company may withhold therefrom any amounts as are required to be withheld pursuant to applicable law. Any tax liability arising in respect of payments made pursuant to his remuneration shall be borne solely by him.

10. DIRECTORS AND OFFICERS (D & O) INSURANCE
He, as a director of the Company, is covered by an appropriate directors and officers (D & O) insurance policy.

11. CONFIDENTIALITY
11.1 The business interests of the Company require a confidential relationship between him and the Company and the fullest protection and confidential treatment of the financial data, customer information, supplier information, market information, marketing and / or promotional techniques and methods, pricing information, purchase information, sales policies, employees' lists, policy and procedure information, records, advertising information, computer records, computer access codes, trade secrets, know how, plans and programs, sources of supply, and other knowledge of the business of the Company, irrespective of whether marked as 'confidential' or not (all of which are hereinafter jointly termed "Confidential Information"), which has or may in whole or in part be conceived, learned or obtained by him in the course of his tenure as an ID of the Company.
11.2 He shall not, except in the proper performance of his duties either during his tenure as an ID of the Company or at any time after the completion or termination of his appointment with the Company (howsoever caused), directly or indirectly, use, divulge, export, publish or communicate, to any person, other than any person employed by the Company (including, for the avoidance of doubt, any professional or other adviser appointed by the Company, who is required to know the same) any Confidential Information, which has come to his knowledge during the term of his appointment with the Company, for his own benefit or for the benefit of any third party or, except as required by law, a court or tribunal of competent jurisdiction or any applicable regulatory or statutory authority or body, or except as necessarily required in the context of proceedings before any such court, tribunal, or regulatory or statutory authority or body to evidence the proper discharge of his duties as an ID of the Company. This obligation shall be in addition to and not in derogation or substitution of any express or implied duty of confidentiality owed to the Company.
11.3 The restrictions contained in this Clause 11 shall cease to apply to any Confidential Information which may (otherwise than through his default) become available to, or be within the knowledge of, the public generally.
11.4 He is subject to and bound by the prohibition and restrictions against insider trading and disclosure of unpublished price sensitive information, as prescribed under the Act and the regulations issued by the Securities and Exchange Board of India ("SEBI").
11.5 During the course of his appointment, he may have access to certain Confidential Information, which may constitute unpublished price sensitive information. He shall comply with the provisions of the Act, and the Code of Conduct for Prevention of Insider Trading of the Company under SEBI (Prohibition of Insider Trading) Regulations, 1992, as the Company may adopt from time to time.

12. COMPANY RECORDS AND OTHER PROPERTY
12.1 He shall, on request at any time and from time to time (and in any event, on termination/expiry of his appointment with the Company), immediately deliver to the Company or its authorised representatives, all keys, passes, credit or charge cards, Confidential Information and all documents, which may be in his possession or control and which relate in any way to the business and affairs of the Company.

13. TERMINATION
13.1 The appointment as an ID of the Company shall be terminated with immediate effect in the event he:
(1) commits a breach of any of his duties, functions and responsibilities or obligations towards the Company under the letter of appointment or for reasons prescribed under the Act; or
(2) compromise his independence vis-à-vis the Company in any manner whatsoever which will have an impact on the criteria of independence specified in Section 149(6) of the Act.

13.2 He may resign from his office by giving one month prior written notice to the Company. Upon resignation, he shall in compliance with the provisions of Section 168 of the Act, forward a copy of the resignation along with detailed reasons for resignation to the Registrar of Companies within 30 (thirty) days of the resignation in the prescribed manner.
13.3 In case he becomes prohibited by law or under the Articles of Association from being an ID of the Company, then the Company may terminate his appointment immediately.

Whistle Blower Policy


1. Preface
1.1 The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour.
1.2 The Company is committed to developing a culture where it is safe for all employees to raise concerns about any poor or unacceptable practice and any event of misconduct.
1.3 Section 177 read with Rule 7 of The Companies (Meetings of Board and its Powers), 2014 and revised Clause 49 of the Listing Agreement, inter-alia, provides, a mandatory requirement, for all listed companies to establish a mechanism called "Vigil Mechanism (Whistle Blower Policy)" for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct or ethics policy.
1.4 The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects directors and employees wishing to raise a concern about serious irregularities within the Company.
1.5 The policy neither releases directors and employees from their duty of confidentiality in the course of their work, nor is it a route for taking up a grievance about a personal situation.

2. Policy
2.1 This Policy is for the Directors and the Employees as defined hereinafter.
2.2 The Policy has been drawn up so that the Directors and Employees can be confident about raising a concern. The areas of concern covered by this Policy are summarized in paragraph 5.

3. Definitions
3.1 "Director" means a Director on the board of the Company whether whole-time or otherwise.

3.2 "Disciplinary Action" means any action that can be taken on the completion of / during the investigation proceedings including but not limiting to a warning, imposition of fine, suspension from official duties or any such action as is deemed to be fit considering the gravity of the matter.
3.3 "Employee" means every employee of the Company (whether working in India or abroad) including Japanese expatriates stationed in India.
3.4 "Protected Disclosure" means a concern raised by a written communication made in good faith that discloses or demonstrates information that may evidence unethical or improper activity.
3.5 "Subject" means a person against or in relation to whom a Protected Disclosure is made or evidence gathered during the course of an investigation.
3.6 "Whistle Blower" is someone who makes a Protected Disclosure under this Policy.
3.7 "Whistle Officer" or "Committee" means an officer or Committee of persons who is nominated/appointed to conduct detailed investigation.
3.8 "Ombudsperson" will be the chairman of the Audit Committee for the purpose of receiving all complaints under this Policy and ensuring appropriate action.

4. The Guiding Principles
4.1 To ensure that this Policy is adhered to, and to assure that the concern will be acted upon seriously, the Company will:
4.1.1 Ensure that the Whistle Blower and/or the person processing the Protected Disclosure is not victimized for doing so;
4.1.2 Treat victimization as a serious matter including initiating disciplinary action on such person/(s);
4.1.3 Ensure complete confidentiality.
4.1.4 Not attempt to conceal evidence of the Protected Disclosure;
4.1.5 Take disciplinary action, if any one destroys or conceals evidence of the Protected Disclosure made/to be made;
4.1.6 Provide an opportunity of being heard to the persons involved especially to the Subject;

5. Coverage of Policy
5.1 The Policy covers malpractices and events which have taken place/ suspected to take place involving:
1. Abuse of authority
2. Breach of contract
3. Negligence causing substantial and specific danger to public health and safety
4. Manipulation of company data/records
5. Financial irregularities, including fraud, or suspected fraud
6. Criminal offence
7. Pilferation of confidential/propriety information
8. Deliberate violation of law/regulation
9. Wastage/misappropriation of company funds/assets
10. Breach of employee Code of Conduct/Ethics Policy or Rules
11. Any other unethical, biased, favoured, imprudent event

5.2 Policy should not be used in place of the Company grievance procedures or be a route for raising malicious or unfounded allegations against colleagues.

6. Disqualifications
6.1 While it will be ensured that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment as herein set out, any abuse of this protection will warrant disciplinary action.
6.2 Protection under this Policy would not mean protection from disciplinary action arising out of false or bogus allegations made by a Whistle Blower knowing it to be false or bogus or with a mala fide intention.
6.3 Whistle Blowers, who make any Protected Disclosures, which have been subsequently found to be mala fide, frivolous or malicious shall be liable to be prosecuted under Company's Code of Conduct.

7. Manner in which concern can be raised
7.1 Employees can make Protected Disclosure to Ombudsperson, as soon as possible but not later than 30 consecutive days after becoming aware of the same.
7.2 Whistle Blower must put his/her name to allegations. Concerns expressed anonymously WILL NOT BE investigated.
7.3 If initial enquiries by the Ombudsperson indicate that the concern has no basis, or it is not a matter to be investigation pursued under this Policy, it may be dismissed at this stage and the decision is documented.
7.4 Where initial enquiries indicate that further investigation is necessary, this will be carried through either by the Ombudsperson alone, or by a Whistle Officer / Committee nominated by the Ombudsperson for this purpose. The investigation would be conducted in a fair manner, as a neutral fact-finding process and without presumption of guilt. A written report of the findings would be made.
7.5 Name of the Whistle Blower shall not be disclosed to the Whistle Officer/Committee unless required for the purpose of investigation.
7.6 The Ombudsperson / Whistle Officer / Committee shall:
i) Make a detailed written record of the Protected Disclosure. The record will include:
a) Facts of the matter
b) Whether the same Protected Disclosure was raised previously by anyone, and if so, the outcome thereof;
c) Whether any Protected Disclosure was raised previously against the same Subject;
d) The financial / otherwise loss which has been incurred / would have been incurred by the Company.
e) Findings of Ombudsperson / Whistle Officer / Committee;
f) The recommendations of the Ombudsperson / Whistle
Officer / Committee on disciplinary / other action / (s).

ii) The Whistle Officer/Committee shall finalise and submit the report to the Ombudsperson within 15 days of being nominated/appointed, unless more time is required under exceptional circumstances.

7.7 On submission of report, the Whistle Officer / Committee shall discuss the matter with Ombudsperson who shall either:
i) In case the Protected Disclosure is proved, accept the findings of the Whistle Officer / Committee and take such Disciplinary Action as he may think fit and take preventive measures to avoid reoccurrence of the matter;
ii) In case the Protected Disclosure is not proved, extinguish the matter; Or
iii) Depending upon the seriousness of the matter, Ombudsperson may refer the matter to the Committee of Directors (Whole-time Directors) with proposed disciplinary action/counter measures. The Committee of Directors, if thinks fit, may further refer the matter to the Audit Committee for necessary action with its proposal. In case the Audit Committee thinks that the matter is too serious, it can further place the matter before the Board with its recommendations. The Board may decide the matter as it deems fit.

7.8 In exceptional cases, where the Whistle Blower is not satisfied with the outcome of the investigation and the decision, s/he can make a direct appeal to the Chairman of the Audit Committee.

8. Protection
8.1 No unfair treatment will be meted out to a Whistle Blower by virtue of his/her having reported a Protected Disclosure under this Policy. The Company, as a policy, condemns any kind of discrimination, harassment, victimization or any other unfair employment practice being adopted against Whistle Blower. Complete protection will, therefore, be given to Whistle Blower against any unfair practice like retaliation, threat or intimidation of termination/suspension of service, disciplinary action, transfer, demotion, refusal of promotion, discrimination, any type of harassment, biased behavior or the like including any direct or indirect use of authority to obstruct the Whistle Blower's right to continue to perform his duties/functions including making further Protected Disclosure. The Company will take steps to minimize difficulties, which the Whistle Blower may experience as a result of making the Protected Disclosure. Thus, if the Whistle Blower is required to give evidence in criminal or disciplinary proceedings, the Company will arrange for the Whistle Blower to receive advice about the procedure, etc.
8.2 The identity of the Whistle Blower shall be kept confidential.

9. Secrecy/Confidentiality
The Whistle Blower, the Subject, the Whistle Officer and every one involved in the process shall:
a. maintain complete confidentiality/secrecy of the matter
b. not discuss the matter in any informal/social gatherings/ meetings
c. discuss only to the extent or with the persons required for the purpose of completing the process and investigations
d. not keep the papers unattended anywhere at any time
e. keep the electronic mails/files under password

If any one is found not complying with the above, he/she shall be held liable for such disciplinary action as is considered fit.


10. Reporting
A quarterly report with number of complaints received under the Policy and their outcome shall be placed before the Audit Committee and the Board.