Policies & Code of Conduct

Regulation 22 & 46(2)(e) of SEBI LODR | Section 177(9) of Companies Act, 2013

This policy provides a mechanism for directors, employees, and stakeholders to report genuine concerns about unethical behaviour, actual or suspected fraud, or violation of the Company's code of conduct. The policy ensures that no person who raises a concern in good faith shall be subject to victimisation. All complaints under this mechanism are reviewed by the Audit Committee. The identity of the complainant is kept confidential.

Regulation 19(4) & 46(2)(b) of SEBI LODR | Section 178 of Companies Act, 2013

This policy lays down the criteria for determining qualifications, positive attributes, and independence of a Director. It also specifies the criteria for remuneration of Directors, Key Managerial Personnel (KMP) and Senior Management. The policy ensures that remuneration is reasonable and sufficient to attract, retain and motivate competent professionals, while maintaining a balance between fixed and performance-linked components.

Regulation 23 & 46(2)(g) of SEBI LODR | Section 188 of Companies Act, 2013

This policy regulates transactions between the Company and its related parties. It sets out the materiality thresholds, approval mechanisms, and disclosure requirements for related party transactions. All RPTs require prior approval of the Audit Committee, and material RPTs require shareholder approval. The policy ensures that all transactions are conducted on an arm's length basis and in the ordinary course of business.

Regulation 21 & 46(2)(i) of SEBI LODR | Section 134(3)(n) of Companies Act, 2013

This policy establishes a structured approach to identify, assess, monitor, and mitigate risks that may threaten the achievement of the Company's objectives. The policy covers operational, financial, strategic, compliance, and reputational risks. The Board of Directors oversees the implementation of this policy and periodically reviews the status of key risks and mitigation measures.

Section 135 of Companies Act, 2013 | Schedule VII Activities

This policy outlines the Company's approach to Corporate Social Responsibility, including the focus areas of CSR expenditure, the governance structure for CSR activities, and the monitoring mechanisms. The Company undertakes CSR activities in areas including education, healthcare, environmental sustainability, rural development, and other activities as specified in Schedule VII of the Companies Act, 2013.

Regulation 43A of SEBI LODR

This policy sets out the parameters and circumstances that shall be considered by the Board while declaring or recommending dividend. The factors include financial performance, cash flow requirements, capital expenditure needs, debt obligations, and applicable regulatory requirements. The policy aims to ensure a fair, transparent, and consistent approach to dividend distribution while balancing the need for business growth and shareholder returns.

Regulation 30 & 46(2)(j) of SEBI LODR

This policy establishes the criteria for determining the materiality of events or information which may have a bearing on the price of the Company's securities. It defines the thresholds, the authorised persons for making disclosures, and the timeline for disclosure to stock exchanges. The policy ensures prompt and adequate disclosure of all material events to maintain market integrity.

Regulation 8(1) of SEBI (PIT) Regulations, 2015 | Regulation 46(2)(h) LODR

This code establishes practices and procedures for fair disclosure of Unpublished Price Sensitive Information (UPSI). It designates the Chief Investor Relations Officer, specifies the procedures for handling UPSI, and ensures that all persons having access to UPSI maintain its confidentiality. The code promotes fair, timely, and adequate disclosure to ensure a level playing field for all market participants.

Regulation 9 & 46(2)(i) of SEBI LODR

This policy classifies documents into two categories: (a) documents to be preserved permanently, and (b) documents to be preserved for not less than eight years after completion of the relevant transactions. The policy ensures systematic maintenance, storage, and retrieval of all corporate documents, records, and information in compliance with applicable laws.

Regulation 30(8) & 46(2)(i) of SEBI LODR

This policy governs the archival of disclosures made on the Company's website. All disclosures hosted on the website under Regulation 46 shall be maintained for a minimum period of five years and thereafter as per the Archival Policy. Archived information shall be accessible to investors upon request through the Compliance Officer.

Regulation 46(2)(c) of SEBI LODR | Section 197 of Companies Act, 2013

This document sets out the criteria and limits for payment of sitting fees, commission, and other remuneration to Non-Executive Directors, including Independent Directors. Payments are determined based on Board meeting attendance, committee participation, and the overall contribution to the governance of the Company, subject to limits prescribed under the Companies Act, 2013.

Regulation 46(2)(b) & Schedule IV of Companies Act, 2013

This document outlines the terms and conditions for appointment of Independent Directors, including their role, duties, tenure, remuneration, insurance, and code of conduct. Independent Directors are expected to bring independent judgement on matters of strategy, performance, risk management, and standards of conduct, and to safeguard the interests of all stakeholders, particularly minority shareholders.

Regulation 17(5) of SEBI LODR

The Code of Conduct applies to all Board members and Senior Management Personnel of the Company. It sets out the ethical standards, professional conduct expectations, conflict of interest provisions, and confidentiality obligations. All Board members and Senior Management are required to affirm compliance with this Code on an annual basis, and such affirmation is disclosed in the Annual Report.

Regulation 25(7) & 46(2)(d) of SEBI LODR

The Company conducts familiarisation programmes for Independent Directors to enable them to understand the Company's business, operations, industry, and regulatory environment. The programme includes factory visits, presentations by the management on the Company's strategy and operations, and updates on significant regulatory developments. Details of such programmes including the number of hours spent are disclosed on the website.

Regulation 16(1)(c) & 46(2)(h) of SEBI LODR

This policy sets out the framework for determining 'material subsidiaries' of the Company in accordance with the criteria specified under SEBI (LODR) Regulations, 2015. A subsidiary shall be considered material if its income or net worth exceeds the prescribed thresholds of the consolidated income or net worth of the listed entity and its subsidiaries. The policy also governs the governance requirements applicable to material subsidiaries, including appointment of Independent Directors and restrictions on disposal of shares or assets.