INVESTOR RELATIONS


Preamble to the Policy:

Manjushree Technopack Limited(hereinafter referred as ‘Manjushree’) has been actively participating in social responsibility initiatives through the new Indian Companies Act, 2013 in one of new initiatives, has made it mandatory for companies falling under certain threshold limits of turnover or paid up capital or net profit criteria to formulate a Corporate Social Responsibility (CSR) Policy and also spend a certain amount of average net profits on specified CSR activities. Hence, it has become imperative for the Company to formulate a policy to be compliant with law. The Board of Directors of the Company at its meeting held on 21st May 2014has constituted a CSR Committee to formulate & recommend a policy, recommend spend and also monitor CSR spends. This policy has been framed in the light of the provisions of the Companies Act, 2013, the rules and regulations framed thereunder and the Board resolution of. 21st May 2014

Title:

This policy may be called as the Corporate Social Responsibility (CSR) PolicyofManjushree Technopack Limited.

Definitions:

In this policy, unless the context otherwise requires

  • “Act” means the Companies Act, 2013.
  • “Board” means the Board of Directors of Manjushree Technopack Limited.
  • “CSR Rules” mean the Companies (Corporate Social Responsibility Policy) Rules, 2014 issued under Companies Act, 2014 by the Central Government of India.
  • “CSR Committee” means the committee constituted by the Board of Directors of the Company from time to time to comply with the provisions of Act & the CSR Rules.
  • ‘Net Profit’ means net profit as defined in Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 as set out below:

Net Profit as per financial statements prepared in accordance with the applicable provisions of the Act, but shall not include the following, namely:

  • any profit arising from any overseas branch or branches of the Company, whether operated as a separate company or otherwise; and
  • any dividend received from other companies in India, which are covered under and complying with the provisions of Section 135 of the Act.

Words and expressions used and not defined in this policy but defined in the Act and CSR Rules shall have meanings respectively assigned to them in the Act & CSR Rules.

P​urpose of the Policy:

The purpose of this policy is to define the CSR policy of the Company, the projects and programs to be undertaken by the Company for the purpose of complying with the Company’s’ CSR obligations, to prescribe the methodologies of implementation of the policy and periodic monitoring of the same.

CSR Activities, Projects or Programs to be Undertaken under this Policy:

The projects or programs to be undertaken by the Company under this policy shall be in compliance with the subjects enumerated in Schedule VII of the Act (as amended from time to time). The extract of the schedule VII of the Act is enclosed as Annexure II to this Policy. Should there be a change in the Schedule VII of the Act, the same shall be replaced automatically as Annexure II to this Policy.The Company will select projects or programs or activities under the broad areas as are enumerated in Annexure II.

Implementing the Policy:

The overall responsibility of administering, deciding the spend and monitoring the CSR Policy will vest with the CSR Committee. However, for the day to day effective implementation, actual spending, identifying the projects, liaising with identified agency/people, the CSR Committee, authorizes the Managing Director and Director HR of the Company (together shall be termed as “CSR Implementation Team”) as persons responsible for implementing the CSR Policy. The Managing Director and Director HR are authorized to enlist the services of such personnel of the company (Administration/Finance/HR/Quality/Legal& other persons interested in doing CSR activity and work on voluntary basis) and also seek services of an external expert agency, as they deem fit and if found necessary for the purposes of effective implementation of this policy. The Managing Director and Director HR are authorized to make any decisions as they deem fit for the purposes of effective implementation of the policy.

Methodology & Guidelines for Selection of Projects for CSR Activities:

The CSR Implementation Team shall select the projects keeping in view the following guidelines:-

  • The subjects and projects shall be such which are covered in Schedule VII (as amended from time to time) of the Act.
  • The CSR activity shall comply with all the rules prescribed under the CSR Rules.
  • Aproper due diligence shall be performed before selecting the organization/projects/agency.
  • The CSR activity shall not be in the ordinary course of the business of the Company.
  • There shall not be any contribution directly or indirectly to any political party.
  • The CSR projects or programs or activities should not benefit only the employees of the Company and their families.
  • One or more activity or programmes or organization may be selected for CSR spend but within overall limit of amount determined by CSR Committee for the year. The amount to be distributed between various projects or programmes or organization shall be decided by the CSR Implementation Team.
  • The CSR Implementation Team or personnel authorized by it shall, wherever required make personal visits to the Organization/entity to be selected for CSR activities before selection of the project for the CSR activity.
Determination of the Amount to be Spent in any Financial Year:

The amount to be spent on CSR activity shall be determined and recommended by the CSR Committee to the Board of Directors of the Company. The CSR Committee shall determine and recommend the amount to be spent for a particular financial year based on the audited accounts of the previous financial years. The amount to be determined shall be in accordance with the provisions of the Act and the CSR Rules. Upon approval by the Board of Directors of the amount to be spent for the financial year, the amount shall become available for actual spend.

Meetings of CSR Committee:

The CSR Committee shall meet at least once in a year or as many times as required to decide, implement and monitor the CSR activities. Such meetings shall precede the meetings of the Board of Directors.

Approval Mechanism for Projects Selected:

The projects or programs or organization selected for the purpose of CSR spends shall initially be made by the CSR Implementation team. The CSR Implementation Team shall submit a report to CSR Committee with the basis and reasons for selecting a particular project, its recommendation of the amount to be spent and such other matters as may be required/necessary. After selection by the CSR Implementation Team, the same shall be placed before the CSR Committee for its final approval. The CSR Committee shall approve the project/programme/organization and upon its approval, the project can be undertaken.

Actual Spend, Funds Allocation, Maintenance of Accounts etc.:

The actual spend for the year shall be such as may be determined by the CSR Committee. The amount shall become available for spend after determination by CSR Committee and its approval by the Board of Directors. The finance department of the Company shall transfer the amount determined by the CSR Committee to a separate account in the books of account. All expenses of CSR shall be defrayed from the normal bank accounts of the Company upon approval by the CSR implementation Team. The finance team of the Company shall keep proper accounts of the CSR expenditure and also vouchers/bills/invoices etc.

Area of activity:

The registered office of the Company is situated in Bangalore. Karnataka, India. The provisions of the Act and CSR Rules prescribe that the CSR activities shall be performed by giving preference to the local area and areas around it where the Company operates. Hence, the area of activity for CSR activities shall be the state of Karnataka, India.

Monitoring of the CSR Activity:

The CSR Committee shall monitor the CSR activity to be undertaken by the Company. In this process the CSR Committee shall be assisted by the CSR implementation Team. The CSR Implementation Team shall provide yearly reports to CSR Committee to be placed in CSR Committee Quarterly meetings which shall cover the following matters:-

  • The project or program selected for the CSR activity for the year.
  • A brief write-up about the activity or organization selected for CSR activity and the basis and reasons for selection of a specific activity.
  • Photographs of the activity undertaken.
  • An Annual report on the CSR activitieswith all points as required to be placed before the Board of Directors and in its report as per the provisions of the Act and the CSR Rules.
  • A proper account of the amounts allocated and the amounts spent for the year.
Spend:

The amount allocated by the CSR Committee shall be spent by the CSR Implementation Team within the same finalization year. Should there be any unspent amount for any reason out of the determined amount for the year, the CSR Committee shall take a decision on spending the same in any other manner within the framework of this Policy.

Surplus Arising out of CSR Activity:

The surplus, if any, arising out of CSR activities or projects shall not form part of the business profit of the Company.

Collaboration with other Companies/Group Companies on CSR Activities:

Within the framework of the provisions of the Act and the CSR Rules and to the extent permitted thereunder, the CSR Committee and the CSR Implementation Team shall explore the possibility of collaborating with other companies and other group companies so that the CSR spend can be effectively and advantageously spend which shall serve greater good.

Other Matters/Difficulties:

If there are any matters which are not covered by this policy or in the Act or in the CSR Rules, the same shall be brought to the notice of the CSR Committee by the CSR Implementation team and thereafter the CSR Committee shall take a final decision on those matters.

Approved by
CSR Committee, Manjushree Technopack Limited
Annexure I:
Extract of the CSR Provisions of the Act and CSR Rules of the Companies Act, 2013:
Section 135 of the Companies Act, 2013
    • Every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial year shall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more directors, out of which at least one director shall be an independent director.
    • The Board’s report under sub-section (3) of section 134 shall disclose the composition of the Corporate Social Responsibility Committee.
    • The Corporate Social Responsibility Committee shall,–
      • formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the company as specified in Schedule VII;
      • recommend the amount of expenditure to be incurred on the activities referred to in clause (a); and
      • monitor the Corporate Social Responsibility Policy of the company from time to time.
    • The Board of every company referred to in sub-section (1) shall,–
      • after taking into account the recommendations made by the Corporate Social Responsibility Committee, approve the Corporate Social Responsibility Policy for the company and disclose contents of such Policy in its report and also place it on the company’s website, if any, in such manner as may be prescribed; and
      • ensure that the activities as are included in Corporate Social Responsibility Policy of the company are undertaken by the company.
    • The Board of every company referred to in sub-section (1), shall ensure that the company spends, in every financial year, at least two per cent. of the average net profits of the company made during the three immediately preceding financial years, in pursuance of its Corporate Social Responsibility Policy:
Extract of Companies (Corporate Social Responsibility Policy) Rules, 2014
Annexure – II
Extract of Schedule VII of the Act, which will be the areas under which the Company will Undertake CSR Activities:
    • eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation and making available safe drinking water:
    • promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly, and the differently abled and livelihood enhancement projects;
    • promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centers and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;
    • ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water;
    • protection of national heritage, alt and culture including restoration of buildings and sites of historical importance and works of art; setting up public libraries; promotion and development of traditional arts and handicrafts:
    • measures for the benefit of armed forces veterans, war widows and their dependents;
    • training to promote rural sports, nationally recognized sports, Paralympic sports and Olympic sports;
    • contribution to the Prime Minister’s National Relief Fund or any other fund set up by the Central Government for socio-economic development and relief and welfare of the Scheduled Caste the Scheduled Tribes, other backward classes, minorities and women;
    • contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government
    • Rural development projects.”
Audit Committee:
  • Mr. Jayesh Merchant – Chairman
  • Mr. Manu Anand – Member
  • Mr. Vimal Kedia – Member
Stakeholders Relationship Committee
  • Mr. Jayesh Merchant – Chairman
  • Mr. Vimal Kedia – Member
  • Mr. Vinod Padikkal – Member
Nomination and Remuneration Committee:
  • Mr. Manu Anand – Chairman
  • Mr. Jayesh Merchant – Member
  • Mr. Ashok Sudan – Member
Corporate Social Responsibility Committee:
  • Mr. Manu Anand – Chairman
  • Mr. Surendra Kedia – Member
  • Mr. Vinod Padikkal – Member
Applicability:

This Code of Conduct shall be applicable to all the Directors, and to all present senior executives forming a part of the top level Management.

Definitions:

“Board” or “Board of Directors”, means the Board of Directors of the Company.

“Director”, means a member of the Board of Directors.

“Senior Management”, means Chief Executive Officer, Chief Finance Officer, President, Vice Presidents, General Manager, Company Secretary of the Company.

“Senior Executive(s)”, includes Directors and Senior Management.

The Code of Conduct is not intended to create any expressed or implied contract with any employee or third party.

The purpose of this Code of Conduct is, to uphold ethical standards in all its activities – within or outside the Company, and to provide basic and broad guidelines of situations in which ethical issues arise.

The Board of Directors of Manjushree Technopack Limited has the exclusive responsibility for the final interpretation of the Code of Conduct.

The Code of Conduct may be revised, changed or amended at any time by the Board of Directors of Manjushree Technopack Limited.

Senior Executives have a responsibility to understand and follow the Code of Conduct.

If any person to whom these are applicable has any questions, he/ she should direct all questions to the Company Secretary who has been nominated by the Board of Directors, as the Compliance Officer for the purposes of assisting the Board in implementation of this Code of Conduct.

Every Senior Executive is, and will be, held responsible for the observance of this Code of Conduct.

If a Senior Executive becomes aware that any employee or any other Senior Executive has violated this Code of Conduct, he or she is obligated to report the same in accordance with policies, practices and procedures set forth below.

Conflicts of Interest

The Company expects all its Senior Executive to perform their work with honesty, truthfulness and integrity.

All situations where individual interests clash with the interests of the Company, should be avoided. The Company expects that, no Senior Executive will knowingly place himself or herself, in a situation that would have the appearance of being, or could be construed to be, in conflict with the interests of the Company.

Financial Dealings

Unless approved in advance by the Company, neither a Senior Executive, nor his or her spouse, or any other member of the Senior Executive’s immediate family, may knowingly have a financial interest in a competitor, or in a customer or supplier.

Use of Company Property and Information

All Senior Executives are responsible for the proper use of the Company’s physical resources and property, as well as its proprietary and other confidential information.

Every Senior Executive is expected to safeguard proprietary information and trade secrets in the same way that all other important Company assets are protected.

No Senior Executive may negotiate, or enter into any agreement, in respect of the Company’s trademarks, service marks or logos.

Laws Relating to Shares & Securities:

Senior Executive shall abide by the relevant rules framed and implemented by the Company relating to ‘Insider trading’.

International Operations

Laws and customs vary throughout the world, but all Senior Executives must uphold the integrity of the Company in other Nations, as diligently as they would do so in India.

When conducting business in other Countries, it is imperative that Senior Executive be sensitive to foreign legal requirements and Indian laws that apply to foreign operations.

Sanctions and Trade Embargoes

Indian government uses economic sanctions and trade embargoes to further various foreign policy and national security objectives. Senior Executive must abide by all economic sanctions or trade embargoes that Indian Government has adopted, whether they apply to foreign countries, political organizations or particular foreign individuals and entities.

Books and Records

The Company has adopted Accounting Practices and Procedures in accordance with internal needs, and the requirements of applicable laws and regulations.

These established accounting practices and procedures must be followed to assure complete and accurate recording of all transactions.

Senior Executives should establish and implement appropriate internal controls, over all areas of their responsibility, to ensure safeguarding of the assets of the Company and the accuracy of its financial records and reports.

Company Policies

Senior Executives shall adhere to, and uphold all policies and practices laid down by the Company, in compliance of the Statute or voluntary.

Solicitations

The Company’s infrastructure and / or facilities shall not be used to solicit for religious or political causes, commercial enterprises, outside organizations, or other activities not related to the Company.

Corporate Social Responsibility

Senior Executives shall uphold and commit themselves:

  • to reduce waste, and wherever such waste is inevitable, to implement an effective recycling and other responsible methods of waste management;
  • to improve and invest in innovations that protect the environment;
  • to wholly co-operate in proposals of the Government – Central or State, in various activities concerning social cause.
Compliance with Governmental Laws, Rules and Regulations

 

  • Senior Executives must comply with all applicable governmental laws, rules and regulations.
  • Senior Executives shall also facilitate in upholding the policy of the Company to comply with all applicable laws, including, without limitation, employment, sexual harassment, discrimination, health, safety, anti-trust, securities and environmental laws. No Senior Executive has an authority to violate any law, or to direct another employee or any other person to violate any law, on behalf of the Company

About the Company – Legal status, Incorporation details, Registered Office:

A company incorporated under the Companies Act, 1956.
Registered Office at Plot No. 60 E&F, Bommasandra Industrial Area, Bangalore – 560099

Background of the Company – Business space, product details, customers

Board of Directors of the Company- Brief Profile of each Director of the Company.
Facilities of the Company – manufacturing/operating facilities, locations, branch offices.
Manufacturing Facilities At:

Unit -1, Plot No. 60 E&F, Bommasandra Industrial Area, Bangalore – 560099

Role of Directors – Duties, Liabilities and expectations.

The Board of Directors guides, directs and oversees the management and protects long term interests of shareholders, employees and the society, at large. The Board has complete access to all information with the Company, inter – alia, the following information is provided to the Board, with the Agenda papers for the Board meetings being circulated in advance of each meeting or is tabled in the course of such meeting.

  • Annual Operating plans, Business Budgets and Capital Expenditure Budget
  • Quarterly results of the Company and its operating divisions or business segments.
  • Minutes of the meetings of the Audit Committee and other Committees of the Board.
  • Details of any Collaboration Agreement or Investment Agreement

Duties of Directors as per Section 166 of the Companies Act, 2013.

Subject to the provisions of this Act, a director of a company shall act in accordance with the articles of the company.

  • A director of a company shall act in good faith in order to promote the company for the benefit of its members as a whole, and in the best interests of the company, its employees, the shareholders, the community and for the protection of environment.
  • A director of a company shall exercise his duties with due and reasonable care, skill and diligence and shall exercise independent judgment.
  • A director of a company shall not involve in a situation in which he may have a direct or indirect interest that conflicts, or possibly may conflict, with the interest of the company.
  • A director of a company shall not achieve or attempt to achieve any undue gain or advantage either to himself or to his relatives, partners, or associates and if such director is found guilty of making any undue gain, he shall be liable to pay an amount equal to that gain to the company.
  • A director of a company shall not assign his office and any assignment so made shall be void.

Code for Independent Directors as per Schedule IV to the Companies Act, 2013.

Guidelines of professional conduct:

An independent director shall:

  • uphold ethical standards of integrity and probity;
  • act objectively and constructively while exercising his duties;
  • exercise his responsibilities in a bona fide manner in the interest of the company;
  • devote sufficient time and attention to his professional obligations for informed and balanced decision making;
  • not allow any extraneous considerations that will vitiate his 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;
  • 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;
  • refrain from any action that would lead to loss of his independence;
  • where circumstances arise which make an independent director lose his independence, the independent director must immediately inform the Board accordingly;
  • assist the company in implementing the best corporate governance practices

Role and functions:

The independent directors shall:

  • help in bringing an independent judgment to bear on the Board’s deliberations especially on issues of strategy, performance, risk management, resources, key appointments and standards of conduct;
  • bring an objective view in the evaluation of the performance of board and management;
  • scrutinize the performance of management in meeting agreed goals and objectives and monitor the reporting of performance;
  • satisfy themselves on the integrity of financial information and that financial controls and the systems of risk management are robust and defensible;
  • safeguard the interests of all stakeholders, particularly the minority shareholders;
  • balance the conflicting interest of the stakeholders;
  • determine appropriate levels of remuneration of executive directors, key managerial personnel and senior management and have a prime role in appointing and where necessary recommend removal of executive directors, key managerial personnel and senior management;
  • moderate and arbitrate in the interest of the company as a whole, in situations of conflict between management and shareholder’s interest.

Preface

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 behavior. Towards this end, the Company has adopted the Manjushree Code of Conduct (“the Code”), which lays down the principles and standards that should govern the actions of the Company and its employees. Any actual or potential violation of the Code, howsoever insignificant or perceived as such, would be a matter of serious concern for the Company. The role of the employees in pointing out such violations of the Code cannot be undermined. There is a provision under the Code requiring employees to report violations, which states:

Reporting Concerns

“Every employee of Manjushree shall promptly report to the management, and/or third-party ethics helpline, when she/he becomes aware of any actual or possible violation of the Code or an event of misconduct, act of misdemeanor or act not in the company’s interest.

Any Manjushree employees can choose to make a protected disclosure under the Whistle Blower Policy of the company, providing for reporting to the chairman of the Audit Committee or the Board of Directors or specified authority. Such a protected disclosure shall be forwarded, when there is reasonable evidence to conclude that a violation is possible or has taken place, with a covering letter, which may bear the identity of the Whistle Blower.

The Company shall ensure protection to the Whistle Blower and any attempts to intimidate him/her would be treated as a violation of the Code”

Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014 mandates the following classes of companies to constitute a vigil mechanism:

Every Listed Company;

Every other Company which accepts deposits from the public;

Every Company which has borrowed money from banks and public financial institutions in excess of Rs. 50 Crores.

Further, the provisions of it provides to establish a mechanism called the ‘Whistle Blower Policy’ for Directors and employees to report concerns of unethical behavior, actual or suspected, fraud or violation of the Company’s code of conduct or ethics policy.

  • the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters;
  • the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.
  • Accordingly, this Whistle Blower Policy (“the Policy”) has been formulated with a view to provide a mechanism for Directors and employees of the Company to approach the Ethics Counsellor/Chairman of the Audit Committee of the Company.

Objective:

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct in any form to come forward and express these concerns without fear of punishment or unfair treatment. The policy aims to provide an avenue for employees to raise concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of facts.

Definitions

The definitions of some of the key terms used in this Policy are given below. Capitalized terms not defined herein shall have the meaning assigned to them under the Code.

  • “Audit Committee” means the Audit Committee constituted by the Board of Directors of the Company in accordance with Section 177 of the Companies Act, 2013.
  • “Employee” means every employee of the Company (whether working in India or abroad), including the Directors in the employment of the Company.
  • “Code” means the Manjushree Code of Conduct.
  • “Investigators” mean those persons authorised, appointed, consulted or approached by the Ethics Counsellor/Chairman of the Audit Committee and includes the auditors of the Company and the police.
  • “Protected Disclosure” means any communication made in good faith that discloses or demonstrates information that may evidence unethical or improper activity.
  • “Subject” means a person against or in relation to whom a Protected Disclosure has been made or evidence gathered during the course of an investigation.
  • “Whistle Blower” means an employee or Director making a Protected Disclosure under this Policy.

Scope

  • This Policy is an extension of the Manjushree Code of Conduct. The Whistle Blower’s role is that of a reporting party with reliable information. They are not required or expected to act as investigators or finders of facts, nor would they determine the appropriate corrective or remedial action that may be warranted in a given case.
  • Whistle Blowers should not act on their own in conducting any investigative activities, nor do they have a right to participate in any investigative activities other than as requested by the Ethics Counsellor or the Chairman of the Audit Committee or the Investigators.
  • Protected Disclosure will be appropriately dealt with by the Ethics Counsellor or the Chairman of the Audit Committee, as the case may be.

Eligibility

All employees and Directors of the Company are eligible to make Protected Disclosures under the Policy. The Protected Disclosures may be in relation to matters concerning the Company or any other group company of Manjushree.

Disqualifications

  • 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.
  • 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.
  • Whistle Blowers, who make three or more Protected Disclosures, which have been subsequently found to be mala fide, frivolous, baseless, malicious, or reported otherwise than in good faith, will be disqualified from reporting further Protected Disclosures under this Policy. In respect of such Whistle Blowers, the Company/Audit Committee would reserve its right to take/recommend appropriate disciplinary action.

Procedure

  • All Protected Disclosures concerning financial/accounting matters should be addressed to the Chairman of the Audit Committee of the Company for investigation.
  • In respect of all other Protected Disclosures, those concerning the Ethics Counsellor and employees at the levels of Vice Presidents and above should be addressed to the Chairman of the Audit Committee of the Company and those concerning other employees should be addressed to the Ethics Counsellor of the Company.
  • The contact details of the Chairman of the Audit Committee are as under:
    • Name : Mr. G.Vamanacharya
    • Email id : gvacharyaco@gmail.com
    • Phone : +91 94480 72065
  • If a protected disclosure is received by any executive of the Company other than Chairman of Audit Committee or the Ethics Counsellor, the same should be forwarded to the Company’s Ethics Counsellor or the Chairman of the Audit Committee for further appropriate action.

Appropriate care must be taken to keep the identity of the Whistle Blower confidential.

  • Protected Disclosures should preferably be reported in writing so as to ensure a clear understanding of the issues raised and should either be typed or written in a legible handwriting in English, Hindi or in the regional language of the place of employment of the Whistle Blower.
  • The Protected Disclosure should be forwarded under a covering letter which may bear the identity of the Whistle Blower. The Chairman of the Audit Committee/Ethics Counsellor, as the case may be shall detach the covering letter and forward only the Protected Disclosure to the Investigators for investigation.
  • Protected Disclosures should be factual and not speculative or in the nature of a conclusion, and should contain as much specific information as possible to allow for proper assessment of the nature and extent of the concern and the urgency of a preliminary investigative procedure.
  • The Whistle blower may disclose his/her identity in the covering letter forwarding such Protected Disclosure. Anonymous disclosures will also be entertained. However it may not be possible to interview the Whistle Blowers and grant him/her protection under the Policy.

Investigation

  • All Protected Disclosures reported under this Policy will be thoroughly investigated by the Ethics Counsellor / Chairman of the Audit Committee of the Company who will investigate/oversee the investigations under the authorization of the Audit Committee. If any member of the Audit Committee has a conflict of interest in any given case, then he/she should recuse himself/herself and the other members of the Audit Committee should deal with the matter on hand.
  • The Ethics Counsellor/Chairman of the Audit Committee may at their discretion, consider involving any Investigators for the purpose of investigation.
  • The decision to conduct an investigation taken by the Ethics Counsellor/Chairman of the Audit Committee is by itself not an accusation and is to be treated as a neutral fact-finding process. The outcome of the investigation may not support the conclusion of the Whistleblower that an improper or unethical act was committed.
  • The identity of a Subject will be kept confidential to the extent possible given the legitimate needs of law and the investigation.
  • Subjects will normally be informed of the allegations at the outset of a formal investigation and have opportunities for providing their inputs during the investigation.
  • Subjects shall have a duty to co-operate with the Ethics Counsellor/Chairman of the Audit Committee or any of the Investigators during investigation to the extent that such co-operation will not compromise self-incrimination protections available under the applicable laws.
  • Subjects have a right to consult with a person or persons of their choice, other than the Ethics Counsellor / Investigators and/or members of the Audit Committee and/or the Whistleblower. Subjects shall be free at any time to engage counsel at their own cost to represent them in the investigation proceedings.
  • Subjects have a responsibility not to interfere with the investigation. Evidence shall not be withheld, destroyed or tampered with, and witnesses shall not be influenced, coached, threatened or intimidated by the Subjects.
  • Unless there are compelling reasons not to do so, Subjects will be given the opportunity to respond to material findings contained in an investigation report. No allegation of wrongdoing against a Subject shall be considered as maintainable unless there is good evidence in support of the allegation.
  • Subjects have a right to be informed of the outcome of the investigation. If allegations are not sustained, the Subject should be consulted as to whether public disclosure of the investigation results would be in the best interest of the Subject and the Company.
  • The investigation shall be completed normally within 45 days of the receipt of the Protected Disclosure

Protection

  • 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 Blowers. Complete protection will, therefore, be given to Whistleblowers against any unfair practice like retaliation, threat or intimidation of termination/suspension of service, disciplinary action, transfer, demotion, refusal of promotion, or the like including any direct or indirect use of authority to obstruct the Whistleblower’s right to continue to perform his/her 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 Whistleblower 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.
  • A Whistle Blower may report any violation of the above clause to the Chairman of the Audit Committee, who shall investigate into the same and recommend suitable action to the management.
  • The identity of the Whistle Blower shall be kept confidential to the extent possible and permitted under law. Whistleblowers are cautioned that their identity may become known for reasons outside the control of the Ethics Counsellor / Chairman of the Audit Committee (e.g. during investigations carried out by Investigators).
  • Any other Employee assisting in the said investigation shall also be protected to the same extent as the Whistleblower.

Investigators

  • Investigators are required to conduct a process towards fact-finding and analysis. Investigators shall derive their authority and access rights from the Ethics Counsellor/Audit Committee when acting within the course and scope of their investigation.
  • Technical and other resources may be drawn upon as necessary to augment the investigation. All Investigators shall be independent and unbiased both in fact and as perceived. Investigators have a duty of fairness, objectivity, thoroughness, ethical behavior, and observance of legal and professional standards.
  • Investigations will be launched only after a preliminary review which establishes that:
    • the alleged act constitutes an improper or unethical activity or conduct
    • either the allegation is supported by information specific enough to be investigated, or matters that do not meet this standard may be worthy of management review, but investigation itself should not be undertaken as an investigation of an improper or unethical activity.

Decision

If an investigation leads the Ethics Counsellor / Chairman of the Audit Committee to conclude that an improper or unethical act has been committed, the Ethics Counsellor/Chairman of the Audit Committee shall recommend to the management of the Company to take such disciplinary or corrective action as the Ethics Counsellor / Chairman of the Audit Committee deems fit. It is clarified that any disciplinary or corrective action initiated against the Subject as a result of the findings of an investigation pursuant to this Policy shall adhere to the applicable personnel or staff conduct and disciplinary procedures.

Reporting

The Ethics Counsellor shall submit a report to the Audit Committee on a regular basis about all Protected Disclosures referred to him/her since the last report together with the results of investigations, if any.

Retention of documents

All Protected Disclosures in writing or documented along with the results of investigation relating thereto shall be retained by the Company for a minimum period of seven years.

Amendment

The Company reserves its right to amend or modify this Policy in whole or in part, at any time without assigning any reason whatsoever. However, no such amendment or modification will be binding on the employees and Directors unless the same is notified to the employees and Directors in writing.

MANJUSHREE TECHNOPACK LIMITED has always been committed to good corporate governance practices, including in matters relating to Related Party Transactions. An endeavor is consistently made to have arms’ length transactions with Related Parties.

As per the provisions of Companies Act, 2013 and Rules made there-under and in the back-drop of the Company’s philosophy on such matters, a Policy is hereby framed as under

  • All Related Party Transactions (RPTs) of the Company as prescribed under the Companies Act, 2013 and Clause 49 of the Listing Agreement will be approved by the Audit Committee of the Board from time to time, subject to the provisions of Companies Act, 2013 read with rules there under.
  • Consent of the Board and Shareholders is also be taken in respect of RPTs as specified under the Companies Act, 2013.
  • Where Board consent / shareholders’ approval is required.
  • The agenda of the Board meeting at which the resolution is proposed to be moved and Explanatory statement to be annexed to the notice of such general meeting, shall disclose all such details / information about the contract as are prescribed under the Companies (Meetings of Board and its Powers) Rules, 2014.
  • Where RPTs require approval of the Board and the shareholders through special resolution.
  • Any Director who is interested in any contract or arrangement with a related party, shall not be present at the meeting during discussions on the subject-matter of the resolution relating to such contract or arrangement and Such Related Party (ies) shall abstain from voting on such resolutions of the shareholders.
  • This Policy on Related Party Transactions shall be governed by the Companies Act, 2013 read with Rules made there under, as may be in force for the time being or such other Rules / Regulations, as may be notified by SEBI from time to time.

Introduction:

In pursuance of the Company’s policy to consider human resources as its invaluable assets, to pay equitable remuneration to all Directors, Key Managerial Personnel and employees of the Company, to harmonize the aspirations of human resources consistent with the goals of the Company and in terms of the provisions of the Companies Act, 2013 and the Listing Agreement as amended from time to time, this Nomination and Remuneration Policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Committee and approved by the Board of Directors.

Objective and Purpose:

The objective and purpose of this Nomination and Remuneration Policy is:

  • To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial positions and to determine their remuneration.
  • To determine remuneration based on the Company’s size and financial position and trends and practices on remuneration prevailing in peer companies, in the industry.
  • To carry out evaluation of the performance of Directors, as well as Key Managerial and Senior Management Personnel.
  • To provide them reward linked directly to their effort, performance, dedication and achievement relating to the Company’s operations.
  • To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage. In the context of the aforesaid criteria the following Nomination and Remuneration Policy has been formulated by the Committee and adopted by the Board of Directors at its meeting held on 29th September, 2014.

Effective Date:

This Nomination and Remuneration Policy shall be effective from 1st October, 2014.

Applicability:

The Nomination and Remuneration Policy is applicable to:

  • Directors (executive and non-executive)
  • Key Managerial Personnel
  • Senior Management

General:

  • This Nomination and Remuneration Policy is divided in two parts: Part – A covers the appointment and nomination and Part – B covers remuneration and perquisites etc.
  • The key features of this Company’s Nomination and Remuneration policy shall be included in the Board’s Report.

Part A – Policy for Appointment and removal of Director, Key Managerial Personnel and Senior Management

Appointment criteria and qualifications:

  • The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, Key Managerial Personnel or at Senior Management level and recommend to the Board his / her appointment.
  • A person should possess adequate qualification, expertise and experience for the position he/ she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position.
  • The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of 65 (sixty five) years. Provided that the term of the person holding this position may be extended beyond the age of 65 (sixty five) years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond 65 (sixty five) years.

Term / Tenure:

    • Managing Director/Whole-time Director:

The Company shall appoint or re-appoint any person as its Chairperson/Chairman, Managing Director or Whole-time Director for a term not exceeding 5 (five) years at a time. No re-appointment shall be made earlier than 1 (one) year before the expiry of term.

  • Independent Director:
    • An Independent Director shall hold office for a term up to 5 (five) consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board’s report.
    • No Independent Director shall hold office for more than 2 (two) consecutive terms, but such Independent Director shall be eligible for appointment after expiry of 3 (three) years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of 3 (three) years, be appointed in or be associated directly or indirectly with the Company in any other capacity.
    • At the time of appointment of Independent Director it should be ensured that number of boards on which such Independent Director serves is restricted as provided under the Companies Act, 2013 and the rules there under and the Listing Agreement.
    • The appointment/re-appointment of Independent Directors shall be in accordance with the condition as prescribed under the Companies Act, 2013, rules made there under and the Listing Agreement.

Evaluation:

The Committee shall carry out evaluation of performance of every Director, Key Managerial Personnel and Senior Management Personnel at regular interval (yearly) and recommend it to the Board.

Removal:

Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made thereunder or under any other applicable Act, rules and regulations, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, Key Managerial Personnel or Senior Management Personnel subject to the provisions and compliance of the said Act, rules and regulations.

Retirement:

The Director, Key Managerial Personnel and Senior Management Personnel shall retire as per the applicable provisions of the Companies Act, 2013 and the prevailing policy of the Company. The Board will have the discretion to retain the Director, Key Managerial Personnel, Senior Management Personnel in the same position / remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

PART B – POLICY RELATING TO THE REMUNERATION FOR THE WHOLE-TIME DIRECTOR, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

General:

  • The remuneration/ compensation/ commission etc. to the Whole-time Director, Key Managerial Personnel and Senior Management will be determined by the Committee based on criteria such as industry benchmarks, the Company’s performance vis-à-vis the industry, responsibilities shouldered, performance/track record, macro-economic review on remuneration packages of heads of other organisationsand recommended to the Board of Directors for approval. The remuneration/ compensation/ commission etc. shall be subject to the approval of the shareholders of the Company and Central Government, wherever required.
  • The remuneration and commission to be paid to the Whole-time Director shall be in accordance with the percentage/ slabs/ conditions laid down in the Articles of Association of the Company and as per the provisions of the Companies Act, 2013, and the rules made thereunder.
  • Increments to the existing remuneration/ compensation structure may be recommended by the Committee to the Board. Increments will be effective from 1st April in respect of all Whole-time Directors and employees of the Company.
  • Where any insurance is taken by the Company on behalf of its Whole-time Director, Chief Executive Officer, Chief Financial Officer, the Company Secretary and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.

Remuneration to Whole-time/ Executive/ Managing Director, Key Managerial Personnel and Senior Management:

    • Fixed pay

The Whole-time Director / Key Managerial Personnel and Senior Management shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Committee. The break-up of the pay scale and quantum of perquisites including, employer’s contribution to P.F, pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board on the recommendation of the Committee and approved by the shareholders and Central Government, wherever required.

    • Minimum Remuneration:

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 Companies Act, 2013 and if it is not able to comply with such provisions, with the previous approval of the Central Government.

    • Provisions for excess remuneration:

If any Whole-time Director draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Companies Act, 2013 or without the prior sanction of the Central Government, where required, he / she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government.

Remuneration to Non-Executive/ Independent Directors:

Independent Directors are appointed for their professional expertise in their individual capacity as independent professionals / business executives. Independent Directors receive sitting fees for attending the meeting of the Board and committees of the Board and commission as approved by the Board and shareholders.

      • 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 thereunder. The remuneration by way of commission paid to the Independent Directors shall be determined periodically and reviewed based on the industry benchmarks.

      • Sitting Fees:

The non-executive/ Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall not exceed such maximum permissible amount per meeting of the Board or Committee as may be prescribed under the Companies Act, 2013 or such amount as may be prescribed by the Central Government from time to time.

      • Commission:

Commission may be paid within the monetary limit approved by the Shareholders, subject to the limit not exceeding 1% of the profits of the Company, computed as per the applicable provisions of the Companies Act, 2013.

      • Stock Options:

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

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