Copyright © 2016 Hemadri Cements
All rights reserved.
Hemadri Cements Limited
Regd Office: Vedadri Village, Jaggayapet Mandal, Krishna District, Andhra Pradesh
General terms and conditions of appointment of Independent Directors
1. Terms of Appointment:
Subject to Members’ approval at the Annual General Meeting of the Company, the term of appointment of Independent Directors (as defined in and applicable under the Companies Act, 2013 and other applicable statutes) of the Company is for a period of 5 consecutive years from the date of their being appointed or designated as such on the Board of the Company. Independent Directors will be eligible to be re-appointed for a further period of 5 consecutive years, after the completion of their tenure of first 5 years, subject to Board approval, and the passing of a Special Resolution by Shareholders.
As an Independent Director on the Board, they are expected to provide guidance and leadership required to meet the Company’s vision and goals. In addition to their role as a Director, the Board may nominate Independent Director as the Chairman / Member of other Board Committees, as it may deem fit from time to time. As a Member of the Board, they shall also comply with the Company’s Code of Conduct for Board Members and Code of Conduct for Prevention of Insider Trading.
Independent Directors are entitled to a Sitting Fee for every meeting of the Board/ Committee of Board. The amount of sitting fess shall be as decided by the Board from time to time.
4. Conflict of Interest:
It is accepted and acknowledged that Independent Directors may have additional business interests. They are required to declare any such directorships, appointments and interests to the Board in writing in the prescribed form. Any likely conflicts of interest will be disclosed and suitably dealt with as the situation warrants.
The Company will carry out an evaluation of the performance of the Board as a whole, Board Committees and Directors on an annual basis. The appointment and re-appointment of independent director on the Board shall be subject to the outcome of the yearly evaluation process.
6. Confidentiality: The Directors will be bound by ‘Confidentiality” obligations as laid down from time to time by the Board.
Code of Conduct
The Board of Directors and the Management commit themselves to transparency, professionalism and accountability in their dealings with all stakeholders of the Company in addition to ensuring that the Company functions as a sound and responsible Corporate Citizen.
In line with these beliefs, and as required under Clause 49 of the Listing Agreement, as amended by the SEBI (LODR) Regulations, the Code of Business Conduct and Ethics, which is elaborated hereunder, has been adopted for observance by the Board and Management of the Company.
This Code does not attempt to be a comprehensive one but is meant as a guideline to encourage all individuals to fulfil their responsibilities in letter and spirit. In case of any doubt as to the best course of action, the concerned Director/ Senior Management person should promptly contact the compliance officer
In performing their functions, the Directors and all Senior Management Peronnel of the Company shall :
POLICY ON DISCLOSURE OF MATERIAL EVENTS / INFORMATION
1. Statutory Mandate
The Board of Directors (The “Board”) of Hemadri Cements Limited (the “Company”) has adopted the following policy and procedures with regard to disclosure of material events which are necessary to be disclosed to the stock exchanges based on criteria as may be deemed necessary and has been adopted as part of this policy. The Board may review and amend this policy from time to time.
This Policy will be applicable to the Company with effect from 1 December, 2015 is in terms of Clause 30 of Chapter IV of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR”).
2. Policy Objective and Scope
To determine the events and information which in the opinion of the Board are "material" and needs to be disclosed to the Stock Exchanges as per the time span hitherto defined.
The policy is intended to define Company’s policy on disclosure of events / information and to provide guidance to the Board of Directors, KMPs and other executives and staff working in Company in making decisions and undertaking regarding its responsibility about making public such events / information which may materially affect the performance of the company and thereby the share prices of the Company.
The policy is framed for the purpose of systematic identification, categorization, review, disclosure and updation of website the details of information / events which are considered material or not but which may have a bearing on the performance of the Company and which may materially affect the share prices of the company.
3. All the Words and expressions used in this Policy, unless defined hereinafter, shall have meaning respectively assigned to them under the SEBI’s LODR, 2015 and in the absence of its definition or explanation therein, as per the Companies Act, 2013 and the Rules, Notifications and Circulars made/issued thereunder, as amended from time to time.
Either based on the recommendation of the Audit Committee or suo moto the Board of Directors of the Company shall determine the events which are classified under different categories to be material and / or other events having a bearing on the performance of the Company and on the share prices of the Company, which needs to be disclosed to the stock exchanges as per the time span specified against each category.
The materiality of any event is as per the relevant categories found under Schedule III of the SEBI (LODR), Regulations, 2015.
6. Criteria for disclosure of events / information
i. The omission of an event or information would likely to result in discontinuity or alteration of event or information already available publicly.
ii. The omission of an event or information is likely to result in significant market reaction if the said omission came to light at a later date;
iii. In case where the criteria of an event / informati
iv. on does not fall in the first two categories, but still in the opinion of the board of directors are considered material.
7. Authority for determination of Materiality of events / information
The Key Managerial Personnel (KMPs) consisting of the Chairman, Chief Executive Officer & Director and the Company Secretary are hereby jointly and severally authorised to determine whether the event / information is material or not and in turn about its time line for disclosure based on the category of information as specified above to the stock exchanges, subject to such information being placed prior to or at the immediate Board Meeting held after the said information being made public.
8. Website Updation / Updates to stock exchanges
The Company shall update all disclosures made under the regulations to the stock exchanges in its website and shall be continued to be hosted in the website for a minimum period of five years and thereafter archived as per the document retention policy of the Company.
The Compliance Officer, of the Company, shall give updates to the Board of Directors and to the Stock Exchanges on any material event that may have been first informed to the stock exchanges including further developments, if any, on such events. Such updates shall also be hosted on the website of the Company.
9. Disaster Preparedness
The Company maintains a Business Continuity Plan (BCP) designed to ensure safety of staff as well as members of the general public, safeguard the documents and records pertaining to all material / non-material events and information which would enable a return to normal operating with minimal disruption. Detailed procedures for responding to an incident are part of the BCP.
In the event of major incident, the first priority is the safety of the people, followed by immediate action to rescue or prevent further damage to the records. Depending on the immediate threat, emergency response and recovery actions will take precedence over all other Company activities.
The Company has made appropriate provision for the backup of its digital collections, including the provision of offsite security copies. The backup copies are actively maintained to ensure their continued viability. The Company’s BCP ensures that the digital collections and technical infrastructure required to manage and access them can be restored in the event of an emergency.
10. Disclosure of events / information on Subsidiaries
The KMPs of the company jointly and severally in consultation with the Board of Directors shall disclose such events / information about its subsidiary which are considered material in nature and whose disclosure is likely to materially affect the share prices of the Company.
11. Authorisation to KMPs to suo moto accept / deny reported event or information
The Key Managerial Personnel (KMPs) are hereby jointly and severally authorised to suo moto accept / deny any report event or information, which has been unauthorisedly made public by media or by any other means including but not limited to electronic means. They are further authorised to respond to the rumours amongst the general public, which has no basis or documentation, in a way which best protects the interests of the Company. Such action taken by the KMPs shall however, be brought to the attention of the Board of Directors at its immediately subsequent meeting.
12. Compliance Officer
The Compliance Officer for the Purpose of complying with the provisions of SEBI(LODR) Regulations, 2015 shall be the Company Secretary of the Company.
13. Policy Review
This policy shall be subject to review as may be deemed necessary and to comply with any regulatory amendments or statutory modifications and subject to the necessary approvals of the Board of Directors.
14. Board’s Approval
This policy was approved by the Board of Directors at its meeting held on 02.11.2015.
Whistle Blower Policy & Vigil Mechanism
Hemadri Cements Limited (“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. It is committed to developing a culture where it is safe for all Stakeholders to raise Complaints about any poor or unacceptable practice and any event of misconduct.
The purpose of this Whistle Blower Policy (‘Policy’) is to provide a framework for Stakeholders to report to the management, instances of illegal or unethical practices, unethical behaviour, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy. This Policy is pursuant to the mandate prescribed Bombay Stock Exchange Limited under Regulation 4 (2) (d) (iv) of SEBI (LODR) Regulations, 2015.
The Policy aims at promoting responsibility and secures to protect Stakeholders who wish to raise Complaint about serious irregularities within the Company. Further Regulation 22 of SEBI (LODR) Regulations, 2015 & section 177(9) of the Companies Act, 2013 prescribes listed entities to establish a vigil mechanism for directors and employees to report genuine concerns.
All the words in this Policy will have ordinary meaning and specific words shall have the meaning assigned to it under the SEBI (LODR) Regulations 2015.
The Guiding Principles
To ensure that this Policy is adhered to, and to assure that the Complaint will be acted upon seriously, the Company shall ensure the following:
· Ensure that the Whistle Blower and/or the person processing the Complaint is not victimized for doing so;
· Treat victimization of the Whistle Blower or person processing the Complaint as a serious matter and appropriately initiate Disciplinary Action on the person/(s) involved in victimization;
· Ensure complete confidentiality of the contents / evidence supporting Complaint and the identity of the Whistle Blower;
· Not attempt to conceal or destroy the Complaint or any evidence supporting the Complaint;
· Take Disciplinary Action on the person destroying or concealing, the Complaint or any evidence supporting the Complaint;
· Provide an equal opportunity to the persons involved / mentioned in the Complaint, the Whistle Blower and any other person who is involved in the Complaint raised.
· The identity of the Whistle Blower shall be kept confidential. No unfair treatment will be meted out to a Whistle Blower by virtue of him having reported a Complaint under this Policy. 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.
· Any person assisting in the said investigation or furnishing evidence shall also be protected to the same extent as the Whistle Blower.
· 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 fake allegations made by a Whistle Blower knowing it to be false or fake or with a mala fide intention.
The Whistle Blower, the Subject, the Compliance Officer, Audit and Risk Management Committee, Board of Directors and everyone involved in the process shall:
· maintain complete confidentiality/ secrecy of the matter
· not discuss the matter in any informal/social gatherings/ meetings
· discuss only to the extent or with the persons required for the purpose of completing the process and investigations
· not keep the papers with respect to the Complaint unattended anywhere at any time
· If anyone is found not complying with the above, he/ she shall be held liable for such Disciplinary Action as is considered fit by the competent levels of authority mentioned in this Policy.
Manner in which Complaint can be made
· All Complaints shall be in writing (preferably in English language) and shall be addressed at the coordinates appended to the Chairman of the Audit Committee
· Any Complaint raised either by letter of post / courier or by email, should contain: the identity of the Stakeholder and should explain the Event / Events correctly and in as much detailed manner as possible. Nothing in the clause however debars the Chairperson of Audit Committee / the Board of Directors from considering and investing any anonymous Complaints.
· Where the Compliance Officer receives a Complaint, he / she shall escalate the Complaint to the Chairperson of Audit Committee within three working days of receiving the said Complaint.
· The Chairperson of Audit Committee may direct any person including any external independent agency to conduct an investigation suitably and report the findings within specified time period. Any investigation under this Policy would be conducted in a fair manner, as a neutral fact-finding process and without presumption of guilt.
· Based on the findings of the investigation, the Chairperson may direct any personnel at the Company to inflict necessary disciplinary action, corrective action as may be deemed appropriate.
· If matter deserves attention of the Board, the Chairperson of Audit Committee shall report the matter to the Board of Directors.
A quarterly report with number of complaints received under the Policy and their outcome shall be placed before the Audit Committee and the Board.
The Board of Directors of Hemadri Cements Limited have powers to amend or modify this Policy in whole or in part, at any time without assigning any reason, whatsoever. However, the powers to amend this Policy so as to keep this Policy in tandem with the applicable law for the time being in force shall be vested with the Compliance Officer of the Company in consultation with the Chairman of the Audit Committee