- 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
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
This policy may be called as the Corporate Social Responsibility (CSR) PolicyofManjushree Technopack Limited.
In this policy, unless the context otherwise requires
Net Profit as per financial statements prepared in accordance with the applicable provisions of the Act, but shall not include the following, namely:
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.
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.
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.
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.
The CSR Implementation Team shall select the projects keeping in view the following guidelines:-
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.
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.
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.
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.
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.
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 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.
The surplus, if any, arising out of CSR activities or projects shall not form part of the business profit of the Company.
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.
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.
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.
“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.
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.
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.
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.
Senior Executive shall abide by the relevant rules framed and implemented by the Company relating to ‘Insider trading’.
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.
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.
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.
Senior Executives shall adhere to, and uphold all policies and practices laid down by the Company, in compliance of the Statute or voluntary.
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.
Senior Executives shall uphold and commit themselves:
A company incorporated under the Companies Act, 1956.
Registered Office at Plot No. 60 E&F, Bommasandra Industrial Area, Bangalore – 560099
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
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.
Subject to the provisions of this Act, a director of a company shall act in accordance with the articles of the company.
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:
“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 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.
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.
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.
Appropriate care must be taken to keep the identity of the Whistle Blower confidential.
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.
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.
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.
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
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.
The objective and purpose of this Nomination and Remuneration Policy is:
This Nomination and Remuneration Policy shall be effective from 1st October, 2014.
The Nomination and Remuneration Policy is applicable to:
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.
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.
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.
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.
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.
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.
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.
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.
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.
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 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.
An Independent Director shall not be entitled to any stock option of the Company.