We are committed to maintain legal compliance and continuous reduction of adverse impacts of its products, operations and services on the environment.
To achieve this we shall strive to:
- Establish sound environmental objectives and targets and a process of reviewing them.
- Comply with all applicable legal/regulatory and other environmental requirements.
- Use of environmentally sustainable technologies and practices for prevention of pollution and continual improvement in environmental performance.
- Conserve natural resources and energy by minimizing their consumption and wastage.
- Minimize waste generation; enhance recovery and recycling of material and development eco-friendly waste disposal practices.
- Building awareness of our workforce, customers and vendors on environmental issues.
Health & Safety Policy
We are committed to provide safe, healthy and accident free workplace for our employees and will motivate our employees and visitors in our premises on all Occupational Health & Safety aspects for their active participation.
We adopt all applicable rules and regulation including legal requirement and good manufacturing practices and we are committed to train our employees on Health & Safety Practices to achieve our Goal of Zero Accidents. We are committed to put our best effort and motivate our employees to reduce, reuse & recycle waste, develop a zero-injury culture, prevent pollution and conservation of all natural resources.
The Company has issued a letter of appointment to all Independent Directors, setting out terms of the appointment.
The terms and conditions of appointment stated in the appointment letter cover the following:
- The terms and conditions of appointment, as set out in the appointment letter, are in compliance with the provisions of the Companies Act, 2013 (“the Act”).
- Roles, duties and responsibilities includes adherence to various provisions of the Companies Act, 2013, responsibilities of the Board as outlined in the Corporate Governance requirements, Overseeing the maintenance of high standards of the Company’s values and ethical conduct of business
- The appointment is subject to provisions of the Companies Act, 2013 and the Rules made there under, in particular the provisions of Section 168, 169 dealing with resignation and removal, respectively.
- The Independent Directors shall be governed by the Code for Independent Directors as per the Annexure I enclosed hereto.
- The period/tenure of Appointment.
- The names of the sub-committees of the Board working currently and the Committee in which respective Independent Director is a member or Chairman and that he is expected to act in accordance with the terms of reference of the respective Committees.
- Independent Director is expected to attend Board meetings, meetings of the Board Committees to which the Independent Director may be appointed and General Meetings of the Company and to devote such time, as appropriate to discharge his duties effectively.
- Independent Directors are required to attend at least one meeting of Independent Directors every year to review the performance of non-independent directors and the Board as a whole.
- While discharging the duties as an Independent Director, he will ensure that:
- there is no conflict of interest, whether direct or indirect, vis-à-vis the Company;
- there is no undue gain or advantage either to themselves or to their relatives, partners or associates; and
- he will not assign the office as a director.
- Independent Directors are required to disclose to the Company all such circumstances including conflict of interest which might lead the Board to revise its decision about their eligibility to remain as an Independent Director of the Company.
- Independent Directors will be paid such remuneration by way of sitting fees for attending meetings of the Board and its Committees as may be decided by the Board and wherever required to be approved by the shareholders from time to time.
Guidelines of professional conduct, Role, Function and Duties as an Independent Director (As provided in Schedule IV as well as Section 166 of the Companies Act, 2013)
Guidelines for Professional conduct:
- To uphold ethical standards of integrity and probity;
- To act objectively and constructively while exercising your duties;
- To exercise your responsibilities in a bona fide manner in the interest of the Company;
- To devote sufficient time and attention towards your professional obligations for informed and balanced decision making;
- To not allow any extraneous considerations that will vitiate your 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;
- To not abuse your 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;
- To refrain from any action that would lead to loss of your independence;
- Where circumstances arise which make an independent Director lose his independence, the independent Director must immediately inform the Board accordingly;
- To assist the Company in implementing the best corporate governance practices.
Role and functions:
- Assist 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.
- Scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance.
- Satisfy yourself on the integrity of financial information and that financial controls and 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.
- Undertake appropriate induction and regularly update and refresh your skills, knowledge and familiarity with the Company.
- Seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice and opinion of outside experts at the expense of the Company.
- Strive to attend all meetings of the Board including a Separate meeting of the independent directors and of the Board committees of which you are a member.
- Participate constructively and actively in the committees of the Board in which you are chairperson or member.
- Strive to attend the general meetings of the Company.
- Where you have concerns about the running of the Company or a proposed action, ensure that these are addressed by the Board and, to the extent that they are not resolved, insist that your concerns are recorded in the minutes of the Board meeting.
- Keep yourself well informed about the Company and the external environment in which it operates.
- Not to unfairly obstruct the functioning of an otherwise proper Board or committee of the Board.
- Pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure yourself that the same are in the interest of the Company.
- Ascertain and ensure that the Company has an adequate and functional vigil mechanism and to ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use.
- Report concerns about unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy.
- Acting within your authority, assist in protecting the legitimate interests of the Company, shareholders and its employees.
- Not disclose confidential information, including commercial secrets, technologies, advertising and sales promotion plans, unpublished price sensitive information, unless such disclosure is expressly approved by the Board or required by law.
Duties of Directors (Section 166 of the Companies Act, 2013):
- Shall act in accordance with the articles of the company, subject to the provisions of the Companies Act 2013.
- Shall act in good faith in order to promote the objects of 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.
- Shall exercise duties with due and reasonable care, skill and diligence and shall exercise independent judgment.
- Shall not involve in a situation in which you may have a direct or indirect interest that conflicts, or possibly may conflict, with the interest of the company.
- Shall not achieve or attempt to achieve any undue gain or advantage either to yourself or to your relatives, partners, or associates.
- Shall not assign your office and any assignment so made shall be void.