Policies – Pudumjee

This code of conduct has come into force from 14th November, 2015.

This code of conduct shall apply to:

All the Directors of the Company (including nominee Director), whether they are Executive or non-Executive.
All Executives of the Company from the rank of Deputy General Manager and above.
All Executives of the Company who are reporting directly to the Managing Director irrespective of their rank. (All these persons hereinafter are collectively referred to as “Senior Officials”).
All the Senior Officials shall observe highest standards of ethical conduct and shall be subject to all the rules and regulations of the Company which are in force from time to time.

The Senior Officials

Shall ensure that the Company’s assets are used by them for official purpose and where used for personal purpose it shall be in accordance with their terms of appointment.
Shall avoid any transactions or situation in which their personal interest comes into conflict with that of the Company and where such conflict may exist would disclose their interest.
Shall not receive directly or indirectly any benefit intended as being given as a gain or favour to them for dealings with the Company except as being authorized by their terms of appointment.
Shall ensure the secrecy of all confidential information which comes to their knowledge, even after they cease to hold office or to serve the organization.
Shall not give any statement to the public or any media except those specifically authorized by the Management.
Shall not engage directly or indirectly through a relative in any material business dealings with the Company without appropriate disclosure to the Chairman.
Shall adhere to the Insider Trading Code of the Company.
Shall always truthfully comply with all the laws of the land.
Shall always uphold the goodwill and credibility of the Company.
Shall always uphold the value of trust, team work, mutuality, self respect and human dignity and shall never compromise with the interest of the Company in all their dealings with the customers, suppliers and all other business partners.
Shall not accept gifts or presents from persons whom the Senior Official believe who may intend to derive a quid pro quo in relation to the Company’s business.
Shall not illegally or unreasonably withhold any property or documents of the Company to the detriment of interest of the Company.

The aforesaid code seeks to lay down guidelines and does not intend to create any right in favour of any person.

Any waiver of any provisions of this Code of Conduct must be placed for approval before the Board of Directors.

The Board has appointed few Committees of its Members some of which are in compliance of the provisions of the Companies Act, 2013 and others are to fulfill the exigencies of the business needs:

Audit Committee

The Committee is constituted mainly to ensure that the financial reporting process is in a proper, sufficient and credible manner, recommending the appointment of statutory and internal auditors, reviewing the periodical and annual financial statements, internal control and audit systems, monitoring vigil mechanism laid down by the Board and various functions laid down under the Companies Act/Corporate Governance norms. The Committee comprises of Mr. V. K. Beswal (Chairman), Mr. A. K. Jatia, Mr. Nandan Damani, Mrs. Madhu Dubhashi, Mr. B. K. Khaitan and Mr. V. P. Leekha.

Nomination and Remuneration Committee

The Committee reviews and determines the Company’s policy regarding remuneration payable to the Managing and Whole-time Directors and other Senior Employees and also recommending the appointment of the Directors on the Board. The Committee comprises of Mr. V. K. Beswal (Chairman), Mr Nandan Damani, Mrs Madhu Dubhashi, Mr. B. K. Khaitan and Mr. V. P. Leekha

Stakeholders’ Relationship Committee

The Committee reviews the complaints/grievances of Shareholders/Investors/fixed deposit holders, redressal thereof and correspondence with SEBI. The Committee comprises of Mr. Nandan Damani (Chairman), Mr. A. K. Jatia, Mr. S. K. Bansal, Mr. B. K. Khaitan and Mr. V. P. Leekha.

Investment & Borrowing Committee

The Committee authorizes making of investments/ICDs and the borrowings from lenders including Banks and other persons within the limits prescribed by the Board/Companies Act. The Committee comprises of Mr. A. K. Jatia and Mr. S. K. Bansal.

Share Transfer Committee

The Committee deals with the approval of the transfer and transmission of securities of the Company and matters concerned thereto. The Committee comprises of Mr. A. K. Jatia, Mr. S. K. Bansal and Dr. Ashok Kumar.

CSR Committee

The Committee is entrusted with the task to evaluate and recommend to the Board the expenditure to be made with the framework of the Companies Act on the CSR activities and take a review thereof. The Committee comprises of Mr. Nandan Damani (Chairman), Mr. V. K. Beswal, Mr. B. K. Khaitan, Mr. S. K. Bansal and Mr. V. P. Leekha.

Vigil Mechanism / Whistle Blower Policy

Preamble

The Vigil Mechanism/Whistle Blower Policy (‘Policy’) is applicable to all the Directors, Employees, Vendors and Customers of the Company.

A “Whistle Blower” is a person, making any communication in good faith, under this Policy, that discloses or demonstrates information relating to the Company, that may provide evidence of unethical or improper activity.

The Vigil Mechanism/Whistle Blower Policy was originally adopted by the Board of Directors in their Meeting held on 14.11.2015.

Objectives

The main objectives of the Policy are as follows

To protect the brand, reputation and assets of the Company from loss or damage resulting from suspected or confirmed incidents of fraud or misconduct.
To provide guidance to Employees, Vendors and Customers on reporting any suspicious activity and handling critical information and evidence.
To provide healthy and fraud free work culture.

Securities and Exchange Board of India, vide notification dated 31st December, 2018 has amended the SEBI (Prohibition of Insider Trading) Regulations 2015 and has directed that the Whistle Blower / Vigil Mechanism policy, formulated by the Board of Directors shall make employees aware of such policy, to enable employees to report instances of leak of unpublished price sensitive information.

Accordingly, the following point has been added to the main objectives of the Policy:

To enable the employees to report instances of leak of unpublished price sensitive information.

Procedure

The Audit Committee is committed to ensure fraud free work environment and all the Employees, Vendors and Customers can report any suspected or confirmed incident of fraud/misconduct through the following reporting protocols

Phone : –3
Email ID: [email protected]

Written communication should be addressed to Mr. Sachin Mohite, Chartered Accountant who is Independent Internal Auditor at C/o Pudumjee Paper Products Limited, Thergaon, Pune-411 033.

In order to instill more confidence amongst Whistle Blowers, the above reporting protocol is managed by Independent Internal Auditor of the Company – Mr. Sachin Mohite, Chartered Accountant.

The Audit Committee and Chief Internal Auditor, Mr. Sachin Mohite of the Company are responsible for the following:

Implementation of the Policy and spreading awareness amongst Employees.
Review all reported cases of suspected fraud/misconduct.
Order investigation if necessary of any case either through internal audit or through external agency.
Recommend to the management for taking appropriate actions such as disciplinary action, termination of service, changes in policy and procedure and review of internal control system.

The Chief Internal Auditor functions independently and reports to the Audit Committee.

The Company may amend or modify this policy in whole or in part, at any time without assigning any reason whatsoever. This modified policy will be binding on the parties from and with effect of the date of the approval of the Board of Directors.

The Board of Directors of Company have approved and adopted this revised Policy on 27th March, 2019.

Remuneration Policy

The Company’s remuneration policy is based on the success and performance of the individual employee and the Company. Through, its compensation policy, the Company endeavours to attract, retain, develop and motivate a high performance workforce. The Company follows a compensation mix or fixed pay, variable and fixed allowances, benefits and bonuses etc.. Individual performance pay is determined by business performance and the performance of the individuals measured through the annual appraisal process.

The Company pays remuneration by way of salary (fixed component), benefits, perquisites and allowances (variable component) to its Managing Directors and the executive directors. Periodical increases, if any, are decided by the Remuneration Committee and Board subject to the approval by the members and are effective from April 1 each year. The Remuneration Committee decides on the commission if any payable to Executive Chairman out of profits for the financial year and within the ceiling prescribed by the Companies Act based on the performance of the Company as well as that of the incumbent.

The Company pays sitting fees of Rs. 50,000 per meeting or as may be fixed from time to time to its Directors for attending the meetings of the Board and Rs. 25,000/ 10,000/ 5,000/ 1,000 for meetings of the Committee of the Board. The Company also reimburses the out of pocket expenses incurred by the Directors for attending the meetings.