SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) requires every listed companies to conduct the familiarisation program for the Independent Directors so as to familiarise them with the Company, their roles, rights, responsibilities towards the Company as Independent Director, nature of the industry in which the Company operates, their business model, etc. Independent Directors are required to interact with the senior management personnel and to ensure their involvement towards discussion and business- related activities.
• To provide insights into the Company to enable the Independent Directors to understand the Company’s business in depth that would facilitate their active participation in management decisions of the Company effectively.
• The Company through its Managing Director/ Executive Director/ Key
Managerial Personnel conducts programs/ presentations periodically
to familiarize the Independent Directors with the strategy,
operations and functions of the Company.
• Such programs/ presentations provide an opportunity to the
Independent Directors to interact with the Senior Management of the
Company and help them to understand the Company’s strategy, business
model, operations, service and product offerings, markets,
organization structure, finance, human resources, technology,
quality, facilities and risk management and such other areas as may
arise from time to time.
• The programs/presentations also familiarises the Independent
Directors with their roles, rights and responsibilities.
• When a new Independent Director comes on the Board of the Company,
a meeting is arranged with the Chairperson, Managing Director, Chief
Financial Officer to discuss the functioning of the Board and the
nature of the operation of the Company’s business activities.
• New Independent Directors are provided with copy of latest Annual
Report, the Code of Conduct, and the Code of Conduct for Prevention
of Insider Trading and Code of Corporate Disclosure Practices,
Schedule of upcoming Board and Committee meetings.
• The Company provides the Directors with the tours of Company’s
facilities from time to time.
• A detailed Appointment Letter incorporating the role, duties and
responsibilities, remuneration and performance evaluation process,
insurance cover, Code of Conduct and obligations on disclosures, is
issued for the acceptance of the Independent Directors.
• At various Board meetings conducted during the year, presentations
are made to the Board on safety, health and environment and
sustainability issue, risk management, Company policies, changes in
the regulatory environment applicable to the corporate sector and to
the industry in which it operates business excellence under the
Business Excellence Model with areas of improvement and other
relevant issue.
• Quarterly presentations on operations made to the Board include
information on business performance, operations, market share,
financial parameters, working capital management, fund flows, senior
management change, major litigation, compliances, subsidiary
information, donations, regulatory scenario etc.
• Quarterly results/ press release of the Company is sent to the
Directors.
• Until and unless it is made mandatory, Company may upload the
certified copy of this policy on website of the company for public
information
• Following details may be uploaded on the website for public
information:
- Details of familiarisation programs imparted to Independent
Directors.
- Number of Programs attended by the Independent Directors (during
the year and on cumulative basis)
- Number of hours spent by the Independent Directors in such
programs (during the year and on cumulative basis)
- Other relevant details, if any.
This code is adopted in meeting of Board of Directors June 17, 2024.