Company Policy

  • Directors Induction and Traning >>
  • Familiarisation Program conducted by Independent Directors >>
  • Policy on dealing with Related Party Transaction >>
  • Terms and Condition of Appointment of Independent Directors >>
  • Whistle Blower Policy >>
  • Code of Conduct of SEBI Prohibition of Insider Trading >>
  • Nomination & Remuneration Policy >>
  • Policy for Determination of Materiality of Events >>
  • Policy for Preservation of Documents >>


DIRECTORS INDUCTION AND TRAINING


Background

The provision of an appropriate induction programme for new Directors and ongoing training for existing Directors is a major contributor to the maintenance of high corporate governance standards of the Company.

The Independent Directors also request management to provide detailed understanding of any specific project, activity or process of Foundry Fuel Products Limited. The management provides such information and training either at the meeting of Board of Directors or otherwise.

Induction

The induction process is designed to:

a. Build an understanding of Foundry Fuel Products Limited, its businesses and the markets and regulatory environment in which it operates;

b. Provide an appreciation of the role and responsibilities of the Director;

c. Fully equip Directors to perform their role on the Board effectively; and

d. Develop understanding of Company's people and its key stakeholder relationships.

The Management shall provide new Directors, both Executive and Non-Executive, with a briefing on their legal and regulatory responsibilities as Directors. This includes provision of a Directors' Induction kit containing general information on Company's Structure, Key Policies of the Company, Brief profile of the Board of Directors, Role and Responsibility of the Directors and necessary disclosure forms. The Compliance Officer provides a briefing on Company's current structure and performance of business.

The induction briefing for Non-Executive Independent Directors includes interactive sessions with Management Committee Members, Business and Functional heads, Auditors and a visit to market or any plant.

Training

The compliance officer keeps the Board briefed on legal and regulatory development relevant to the Company and the Directors. The compliance officer ensures that the programme to familiarize the Non-Executive Directors with the business is maintained over time and kept relevant to the needs of the individuals involved and the Board as a whole. Based on the yearly performance evaluation of the Board and individual Directors, the Chairman shall in consultation with Senior Independent Director agree on the Training and Development needs of the Board as a whole and decide on action plan for each year. The compliance officer shall be responsible for implementation of such plan and Chairman shall regularly review the same.

In addition to the extensive induction and training provided as part of the familiarization programme, the Independent Directors are also taken through various business and functional sessions in the Board meetings including the Board meetings to discuss strategy.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
(pursuant to clause 49 of the Listing Agreement)


The Members of the Board of Foundry Fuel Products Limited (FFPL) are provided with many opportunities to familiarize themselves with the Company, its management and operations. The Board of Directors are regularly provided with documents on information and updates to have a better understanding of the Company.

In addition to the requirements of clause 49, the code for independent directors under schedule IV also lays down the standards for fulfillment of their responsibilities in a professional and faithful manner to promote confidence of all stakeholders. The Company recognizes the importance of institutionalizing a familiarization programme for its Directors so that they can keep themselves well informed about the Company and the external environment in which it operates.

Some of the practices in the familiarisation programme are conducted on a continuous basis and some on case to case basis. Further there are specific practices which the Company follows at the time of induction of a new director. The familisarisation programme at FFPL broadly encompasses the following:

1. The Independent Directors are made aware of their roles, duties and responsibilities at the time of their appointment through a formal letter of appointment which stipulates the terms and conditions of their engagement. The terms and conditions of the appointment of Independent Directors are available in the website of the Company.

2. By way of an introduction, every newly inducted Director is presented with a corporate dossier which traces the Company's history of its existence and gives a glimpse of value chain of its products.

3. The Executive Director at the first Board meeting in which the newly inducted participates makes a detailed presentation on the Company, its various business segments and profile, manufacturing locations, organization structure and other market related info.

4. Exclusive plant visits are also organized for the new Director in order to provide an insight into the actual operations of the Company.

5. Every new director is also provided with a Director's Handbook which in addition to listing regulatory compliance requirements applicable for persons holding directorship positions also provides an overview of the basic elements of corporate directorship in the Company.

The Handbook enumerates the duties, powers and responsibilities of a Director and goes beyond the minimum legal requirements. The Handbook is updated periodically for regulatory changes. Recently, the Handbook was updated for changes in the regulatory environment for Directors brought in by the Companies Act, 2013 and the revision to clause 49 of the listing agreement and the updated Handbook had been provided to all the Directors of the Company.

6. Further, with a view to familiarize the existing Directors with the Company's operations on an ongoing basis, plant visits are periodically organized for the Directors which will include product displays, detailed tour of the shop floor, specific display of technological innovations made etc.

7. At every Board meeting strategic presentations are made to the Board where the Board of Directors interact with the Senior Management.

8. At every Board meeting besides reporting on compliance with applicable laws, a regulatory update on significant changes in laws applicable to the Company is provided to the Directors.

9. Directors are also informed of various developments in the Company through Press releases etc.

The above initiatives help the Directors to understand the Company, its businesses and the regulatory framework in which the Company operates/ enabling him / her to effectively fulfill their role as a Director of the Company.

POLICY ON RELATED PARTY TRANSACTIONS


1. Preamble
Foundry Fuel Products Limited ("Company") recognizes that Related Party Transactions (as defined below) can present potential or actual conflicts of interest and may raise questions about whether such transactions are consistent with the Company's interests. This Policy spelling out the review and approval of Related Party Transactions has been adopted by the Company's Board of Directors, as recommended by the Audit Committee, in order to set forth the procedures under which such transactions must be reviewed and approved or ratified.
This Policy is to regulate transactions between the Company and its Related Parties based on the applicable laws and regulations applicable on the Company and is effective 1st October 2014.
The Board of Directors of the Company will review and, if required, may amend this Policy from time to time and such amended Policy shall also be in conformity with the provisions of the Companies Act 2013, including the Rules made thereunder and Clause 49 of the Listing Agreement and must be approved in the manner as may be decided by the Board of Directors.

2. Purpose
This Policy is framed as per requirement of Clause 49 of the Listing Agreement entered into by the Company with the Stock Exchanges and intended to ensure the proper approval and reporting of transactions between the Company and its Related Parties. Such transactions may be considered appropriate only if they are in the best interest of the Company and its shareholders.

3. Definitions
a) "Audit Committee or Committee" means the Audit Committee of Board of Directors of the Company;
b) "Board" means the Board of Directors of the Company;
c) "Key Managerial Personnel" means the following managerial personnel as defined under the Companies Act, 2013:
(i) the Chief Executive Officer or the managing director or manager ;
(ii) the Company Secretary;
(iii) the whole-time director;
(iv) the Chief Financial Officer and
(v) such other officer as may be prescribed under the Companies Act 2013;

d) "Policy" means this Related Party Transactions Policy;
e) "Related Party" means an entity which is a related party as defined in Section 2(76) of the Companies Act, 2013 or if such entity is related party under the applicable Accounting Standards;
f) "Related Party Transaction" means any transaction directly or indirectly involving any Related Party, which is a transfer of resources, services or obligations between a company and a related party, regardless of whether a price is charged;
A "transaction" with a related party shall be construed to include single transaction or a group of transactions in a contract.
g) "Material Related Party Transaction" means a transaction with a related party if the transaction/transactions to be entered into individually or taken together with previous transactions during a financial year, exceeds ten percent of the consolidated annual turnover of the Company as per the last audited financial statements of the Company;
h) "Relative" means a relative as defined in Section 2(77) of the Companies Act, 2013.

Words and expressions used in this Policy not specifically defined hereunder will have the same meaning assigned to them in the Companies Act, 2013 or Rules framed there under and applicable SEBI Regulations.

4. Policy
All Related Party Transactions shall require prior approval of the Audit Committee unless otherwise specifically exempted in accordance with this Policy.
a) Identification of Potential Related Party and Transactions
Every director and Key Managerial Personnel is responsible for providing notice to the Board or the Audit Committee of the list of related parties as covered under sec,2(76) of the Companies Act as well under Accounting Standard 18. This list of related parties shall be updated on an annual basis and further changes informed as soon as possible. Each director as well as KMP shall inform in advance the Company of any potential Related Party Transaction involving him or her or his or her Relative, including any additional information about the transaction that the Board/Audit Committee may reasonably request. Board/Audit Committee will determine whether the transaction does, in fact, constitute a Related Party Transaction requiring compliance with this Policy.
b) Restrictions relating to Related Party Transactions
All Related Party Transactions shall require prior approval of Audit Committee. Further, all Material Related Party Transactions shall require approval of the shareholders through special resolution and the Related Parties shall abstain from voting on such resolutions.
The following transactions will also require prior approval of the shareholders through special resolution.

i. Sale, purchase or supply of goods or materials, directly or through appointment of agent exceeding 10% of the turnover of the Company or Rs.100 crores, whichever is lower;
ii. Selling or disposing or purchasing of property of any kind, directly or through appointment of an agent, exceeding 10% of the networth of the Company or Rs.100 crores, whichever is lower
iii. Leasing of property of any kind exceeding 10% of the networth of the Company or 10% of the turnover of the Company or Rs.100 crores, whichever is lower;
iv. Availing or rendering of any services, directly or through appointment of an agent exceeding 10% of the turnover of the Company or Rs.50 crores, whichever is lower;
v. Appointment to any office or place of profit in the Company, its subsidiary company or associate company at a monthly remuneration exceeding Rs.2,50,000.
vi. Remuneration for underwriting the subscription of any securities or derivatives of the Company exceeding 1% of the networth of the Company.

The Turnover/ Networth referred in this clause shall be computed on the basis of Audited Financial statement of the Company in the preceding financial year.
The limits specified in sub-clause (i) to (iv) above shall apply for the transaction(s) during a financial year, either individually or taken together.
c) Review and Approval of Related Party Transactions
Related Party Transactions will be reported to the Audit Committee for review and approval. Any member of the Committee who has a potential interest in any Related Party Transaction will recuse himself/herself and abstain from a discussion and voting on the approval of the Related Party Transaction(s).
The Audit Committee shall be provided with the material facts of such Related Party Transactions and the Audit Committee will determine whether to approve such Related Party Transactions or not.
In assessing a Related Party Transaction, the Audit Committee shall consider such factors as it deems appropriate, including without limitation –
i. the business reasons for the Company to enter into the Related Party Transaction;
ii. the commercial reasonableness of the terms of the Related Party Transaction;
iii. the materiality of the Related Party Transaction to the Company;
iv. whether the terms of the Related Party Transaction are fair to the Company and on the same basis as would apply if the transaction did not involve a Related Party; and
v. the extent of the Related Party's interest in the Related Party Transaction.

The following Related Party Transactions shall not require prior approval of Audit Committee or Shareholders:
i. Any transaction that involves the providing of compensation to a director or Key Managerial Personnel in connection with his or her duties to the Company or any of its subsidiaries or associates, including the reimbursement of reasonable business and travel expenses incurred in the ordinary course of business.
ii. Any transaction in which the Related Party's interest arises solely from ownership of securities issued by the Company and all holders of such securities receive the same benefits pro rata as the Related Party.

Mechanism for determining Ordinary course of business and Arm's length basis:
The following guidelines will be used to determine whether a transaction with Related Party is in ordinary course and on Arm's length basis:
Ordinary Course of Business:
All transactions or activities that are necessary, normal and incidental to the business of the Company, the objects of the Company permit such activity shall be deemed to be in the ordinary course of business. These may also be common practices, historical practices and customs of commercial transactions with a pattern of frequency.
Arms Length transaction:
"Arm's length transaction" means a transaction between two related parties that is conducted as if they were unrelated, so that there is no conflict of interest. In this regard, the following guidelines can be used for determining the arms length basis:
- whether the terms of the transaction are fair and would apply on the same basis if the transaction did not involve a Related Party;
- whether there are any compelling business reasons to enter into the transaction and the nature of alternative transactions, if any;
- whether the transaction would affect the independence of an independent director;
- whether the transaction poses any consequential potential reputational risk issues;
- whether the transaction would present an improper conflict of interest for any director or KMP, taking into account the size of the transaction, the overall financial position of the director/KMP or other Related Party, the direct or indirect nature of the directors', KMPs', or other Related Party's interest in the transaction and the ongoing nature of any proposed relationship.
- For determining the arms length pricing, the Transfer Pricing guidelines issued by the relevant authorities under the provisions of Income-Tax Act 1961 may be used to determine this criteria on a case to case basis.

5. Omnibus approval

Criteria and the need for granting omnibus approval
a) The Audit Committee may, in the interest of the Company to ensure smooth operations, grant omnibus approval for Related Party Transactions proposed to be entered into by the Company which are repetitive in nature and which are routine and incidental to the general operations of the Company, subject to such conditions as it may deem fit. Such approval shall be valid for a period not exceeding one year and shall specify the following:
i. The name(s) of the Related Party;
ii. The nature of the transaction, period of transaction, maximum amount of transaction that can be entered into &
iii. The indicative base price/current contract price and the formula for variation in the price, if any.

b) The Audit Committee may also grant omnibus approval, without the above details, for unforeseen transaction subject to a value not exceeding Rs. 1 crore per transaction.
c) Such Omnibus approvals shall be valid for a maximum period of one year. The Audit Committee shall review the details of Related Party Transactions entered into by the Company pursuant to such Omnibus approvals, on a quarterly basis.

6. Related Party Transactions not approved under this Policy
In the event the Company becomes aware of a Related Party Transaction with a Related Party that has not been approved under this Policy prior to its consummation, the matter shall be reviewed by the Audit Committee. The Audit Committee shall consider all the relevant facts and circumstances regarding the Related Party Transaction, and shall evaluate all options available to the Company, including ratification, revision or termination of the Related Party Transaction. The Audit Committee shall also examine the facts and circumstances pertaining to the failure of reporting such Related Party Transaction to the Audit Committee under this Policy, and shall take any such action it deems appropriate.

In any case, where the Audit Committee determines not to ratify a Related Party Transaction that has been commenced without its approval, the Committee, as appropriate, may direct additional actions including, but not limited to, immediate discontinuation or rescission of the transaction. In connection with any review of a Related Party Transaction, the Audit Committee has authority to modify or waive any procedural requirements of this Policy.

Terms and Conditions of Appointment as an Independent Director ("ID") of Foundry Fuel Products Limited ("Company")


1. TERM OF APPOINTMENT
1.1 The appointment as an independent director is for a term of 5 (five) consecutive years and the ID will not be liable to retire by rotation, unless terminated earlier in accordance with the provisions of the terms of letter of appointment and the applicable laws.
1.2 The ID may be required to serve on various committees of the Board. The ID shall be provided with the relevant terms of reference on his appointment to such a committee and will be required to act in accordance with such terms of reference.
1.3 The ID is entitled to resign from his office in compliance with the requirements and the procedure prescribed under the Act and the Listing Agreement. The Company may remove him from the office in compliance with the requirements and the procedure prescribed under the Act, the Listing Agreement and other applicable laws. The office will stand vacated on occurrence of any of the trigger events set out in Section 167 of the Act.

2. TIME COMMITMENT
2.1 The ID will be expected to devote such time as will be necessary for the proper performance of the duties as an ID of the Board. He shall also be expected to make himself available for all emergency and regular Board Meetings and of the committees thereof and general meetings of the Company.
2.2 By accepting this appointment, he undertakes that, taking into account all other commitments that he may have, he is in a position to allocate sufficient time to meet the expectations of his role.

3. EXPECTATIONS FROM THE BOARD

The Board expects the ID to:
(i) Familiarize himself with the (a) organisation structure; and (b) nature of business, activities and operations of the Company;
(ii) Observe and comply with applicable law, the Articles of Association of the Company and the rules, regulations and policies of the Company, in relation to his directorship and the business of the Company;
(iii) Perform the duties and responsibilities and exercise powers, honestly, faithfully, efficiently, diligently and with reasonable care; and
(iv) Observe and follow standards appropriate to and having regard to (a) his role as an ID; and (b) his knowledge, skills and experience.
(v) Inform the Company, upon accepting additional commitments that might affect the time he is able to devote to his role as an ID;, including the number of public companies in which he serves as an ID at any point of time.

4. CRITERIA OF INDEPENDENCE
4.1 He shall at the first meeting of the Board in which he participates as an ID and thereafter at the first meeting of the Board in every financial year or as and when there is a change in circumstances, which may affect his status as an ID, submit a declaration to the Board that he meets the criteria of independence specified under Section 149(6) of the Act.
4.2 He shall disclose any direct or indirect interest, which he may have in any matter being considered at a board meeting or committee meeting and, save as permitted under the Articles of Association of the Company, he shall not vote on any resolution of the Board, or of any of its committees, on any matter where he has any direct or indirect interest.
4.3 Unless specifically authorised to do so by the Board, he shall not enter into any legal or other commitment or contract on behalf of the Company.
4.4 He shall not hold office:
(1) as a director (including as an alternate director) in more than twenty companies at the same time;
(2) as a director in more than ten public companies at the same time; and
(3) as an ID in more than seven listed companies at the same time (provided however, that in case he holds office as a whole time director in a listed company then you shall not hold office as an ID in more than three listed companies).

5. DUTIES AND FUNCTIONS
5.1 he will have to strictly abide by and comply with:
(i) The duties of directors as set out under Section 166 of the Act;
(ii) The duties and responsibilities as set out under Clause 49 of the Listing Agreement; and
(iii) The Code for Independent Directors under Schedule IV of the Act (pursuant to Section 149 of the Act), including the (a) guidelines for professional conduct; (b) roles and functions; and (c) duties set out thereunder.

5.2 The aforementioned duties, guidelines for professional conduct and the Code for Independent Directors, shall be deemed to be incorporated in the letter of appointment and shall form an integral part of the letter.
5.3 Subject to the duties as an independent director, he shall not (i) engage in any acts or deeds that would be detrimental to the interests of the Company or any of its affiliates; (ii) tarnish the reputation of or disparage the business of the Company, its affiliates, their respective executive management, directors, shareholders, employees, or people, business relations, organizations connected with the Company and/or any of its affiliates; and (iii) otherwise harm the Company's and/or any of its affiliates' goodwill, business interests or reputation in any manner.
5.4 He will be expected to perform his duties, whether contractual, statutory or fiduciary, faithfully, efficiently and diligently to a standard commensurate with both the functions of his role and knowledge, skills and experience and with due regard to applicable laws.
5.5 He will be required to comply with all applicable laws including but not limited to the requirement to comply with the maximum number of directorships that can be held by an ID.
5.6 He shall moderate and arbitrate in the interest of the Company as a whole, in situations of conflict between management and shareholder's interest.
5.7 In addition, the Company will make available and / or conduct training sessions from time to time in understanding the business model of the Company as well as the risk profile of the business parameters of the Company. He is also expected to keep himself well informed about the Company and the external environment in which it operates. The Company will also be conducting a training programme to ensure they understand their responsibilities as directors the best ways to discharge them and the basis for understanding financial statements and related documents.
5.8 He shall hold at least one meeting every year, without the attendance of nonindependent directors and members of management, to, inter-alia, (i) review the performance of non- independent directors and the Board as a whole; (ii) review the performance of the Chairperson of the Company, taking into account the views of executive directors and non-executive directors; (iii) assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
5.9 He shall review minutes of board meetings and committee meetings (in which he shall act as a member) in order to ensure proper recording of proceedings taken place in the meetings. Further in case he has concerns about carrying out the affairs of the Company, he shall ensure the same are addressed by the Board and, to the extent that they are not resolved, secure their recording in the minutes. He shall be presumed to have had no such concerns, in case he doesn't secure their recording in the minutes.
5.10 He shall make all statutory disclosures required under the Act and other applicable laws, to the Company (in particular disclosure of interest with respect to matters specified under Section 184 of the Act and certificate/declaration of independence at the time of reappointment) and to various regulatory authorities.

6. CODE OF CONDUCT
He will be required to comply with all rules, regulations and codes of practice issued by the Company. This includes the code of conduct laid down by the Board applicable to all the Board members and senior management of the Company.
6.1 In addition, he will adhere to the following standards of professional conduct while performing his duties as an ID:

(1) uphold ethical standards of integrity and probity;
(2) act objectively and constructively while exercising his duties;
(3) exercise the responsibilities in a bona fide manner in the interest of the Company;
(4) devote sufficient time and attention to his professional obligations for informed and balanced decision making;
(5) not allow any extraneous considerations that will vitiate 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;
(6) not abuse his 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;
(7) refrain from any action that would lead to loss of independence;
(8) where circumstances arise which make lose your independence, he should immediately inform the Board accordingly; and
(9) assist the Company in implementing the best corporate governance practices.

7. PERFORMANCE EVALUATION AND TRAINING
7.1 His performance evaluation will be conducted by the entire Board, excluding him, on an annual basis and based on the parameters and guidelines prescribed by the Nomination and Remuneration Committee of the Company.

8. LIABILITIES
8.1 For any breach of the duties, he will be subject to the penal consequences as set out under the Act and other applicable laws including SEBI regulations and the Listing Agreement.
8.2 In relation to the Company, he would be liable for such acts of omission or commission by the Company which had occurred with his knowledge, attributable through Board processes, and with his consent or connivance, or where he has not acted diligently.

9. REMUNERATION
9.1 As an ID, and during the term, he will be entitled to the sitting fee for attending the board and committee meetings, besides commission on an annual basis which shall be subject to such revisions as may be determined by the shareholders of the Company and any limits that may be prescribed under applicable law.
Additionally, all travelling and other expenses properly incurred in performing his duties in accordance with the Articles of Association and the Act and other applicable laws, will be reimbursed as per Company's policy.
9.2 The remuneration shall be subject to applicable taxes and the Company may withhold therefrom any amounts as are required to be withheld pursuant to applicable law. Any tax liability arising in respect of payments made pursuant to his remuneration shall be borne solely by him.

10. DIRECTORS AND OFFICERS (D & O) INSURANCE
He, as a director of the Company, is covered by an appropriate directors and officers (D & O) insurance policy.

11. CONFIDENTIALITY
11.1 The business interests of the Company require a confidential relationship between him and the Company and the fullest protection and confidential treatment of the financial data, customer information, supplier information, market information, marketing and / or promotional techniques and methods, pricing information, purchase information, sales policies, employees' lists, policy and procedure information, records, advertising information, computer records, computer access codes, trade secrets, know how, plans and programs, sources of supply, and other knowledge of the business of the Company, irrespective of whether marked as 'confidential' or not (all of which are hereinafter jointly termed "Confidential Information"), which has or may in whole or in part be conceived, learned or obtained by him in the course of his tenure as an ID of the Company.
11.2 He shall not, except in the proper performance of his duties either during his tenure as an ID of the Company or at any time after the completion or termination of his appointment with the Company (howsoever caused), directly or indirectly, use, divulge, export, publish or communicate, to any person, other than any person employed by the Company (including, for the avoidance of doubt, any professional or other adviser appointed by the Company, who is required to know the same) any Confidential Information, which has come to his knowledge during the term of his appointment with the Company, for his own benefit or for the benefit of any third party or, except as required by law, a court or tribunal of competent jurisdiction or any applicable regulatory or statutory authority or body, or except as necessarily required in the context of proceedings before any such court, tribunal, or regulatory or statutory authority or body to evidence the proper discharge of his duties as an ID of the Company. This obligation shall be in addition to and not in derogation or substitution of any express or implied duty of confidentiality owed to the Company.
11.3 The restrictions contained in this Clause 11 shall cease to apply to any Confidential Information which may (otherwise than through his default) become available to, or be within the knowledge of, the public generally.
11.4 He is subject to and bound by the prohibition and restrictions against insider trading and disclosure of unpublished price sensitive information, as prescribed under the Act and the regulations issued by the Securities and Exchange Board of India ("SEBI").
11.5 During the course of his appointment, he may have access to certain Confidential Information, which may constitute unpublished price sensitive information. He shall comply with the provisions of the Act, and the Code of Conduct for Prevention of Insider Trading of the Company under SEBI (Prohibition of Insider Trading) Regulations, 1992, as the Company may adopt from time to time.

12. COMPANY RECORDS AND OTHER PROPERTY
12.1 He shall, on request at any time and from time to time (and in any event, on termination/expiry of his appointment with the Company), immediately deliver to the Company or its authorised representatives, all keys, passes, credit or charge cards, Confidential Information and all documents, which may be in his possession or control and which relate in any way to the business and affairs of the Company.

13. TERMINATION
13.1 The appointment as an ID of the Company shall be terminated with immediate effect in the event he:
(1) commits a breach of any of his duties, functions and responsibilities or obligations towards the Company under the letter of appointment or for reasons prescribed under the Act; or
(2) compromise his independence vis-à-vis the Company in any manner whatsoever which will have an impact on the criteria of independence specified in Section 149(6) of the Act.

13.2 He may resign from his office by giving one month prior written notice to the Company. Upon resignation, he shall in compliance with the provisions of Section 168 of the Act, forward a copy of the resignation along with detailed reasons for resignation to the Registrar of Companies within 30 (thirty) days of the resignation in the prescribed manner.
13.3 In case he becomes prohibited by law or under the Articles of Association from being an ID of the Company, then the Company may terminate his appointment immediately.

Whistle Blower Policy


1. Preface
1.1 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 behaviour.
1.2 The Company is committed to developing a culture where it is safe for all employees to raise concerns about any poor or unacceptable practice and any event of misconduct.
1.3 Section 177 read with Rule 7 of The Companies (Meetings of Board and its Powers), 2014 and revised Clause 49 of the Listing Agreement, inter-alia, provides, a mandatory requirement, for all listed companies to establish a mechanism called "Vigil Mechanism (Whistle Blower Policy)" for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct or ethics policy.
1.4 The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects directors and employees wishing to raise a concern about serious irregularities within the Company.
1.5 The policy neither releases directors and employees from their duty of confidentiality in the course of their work, nor is it a route for taking up a grievance about a personal situation.

2. Policy
2.1 This Policy is for the Directors and the Employees as defined hereinafter.
2.2 The Policy has been drawn up so that the Directors and Employees can be confident about raising a concern. The areas of concern covered by this Policy are summarized in paragraph 5.

3. Definitions
3.1 "Director" means a Director on the board of the Company whether whole-time or otherwise.

3.2 "Disciplinary Action" means any action that can be taken on the completion of / during the investigation proceedings including but not limiting to a warning, imposition of fine, suspension from official duties or any such action as is deemed to be fit considering the gravity of the matter.
3.3 "Employee" means every employee of the Company (whether working in India or abroad) including Japanese expatriates stationed in India.
3.4 "Protected Disclosure" means a concern raised by a written communication made in good faith that discloses or demonstrates information that may evidence unethical or improper activity.
3.5 "Subject" means a person against or in relation to whom a Protected Disclosure is made or evidence gathered during the course of an investigation.
3.6 "Whistle Blower" is someone who makes a Protected Disclosure under this Policy.
3.7 "Whistle Officer" or "Committee" means an officer or Committee of persons who is nominated/appointed to conduct detailed investigation.
3.8 "Ombudsperson" will be the chairman of the Audit Committee for the purpose of receiving all complaints under this Policy and ensuring appropriate action.

4. The Guiding Principles
4.1 To ensure that this Policy is adhered to, and to assure that the concern will be acted upon seriously, the Company will:
4.1.1 Ensure that the Whistle Blower and/or the person processing the Protected Disclosure is not victimized for doing so;
4.1.2 Treat victimization as a serious matter including initiating disciplinary action on such person/(s);
4.1.3 Ensure complete confidentiality.
4.1.4 Not attempt to conceal evidence of the Protected Disclosure;
4.1.5 Take disciplinary action, if any one destroys or conceals evidence of the Protected Disclosure made/to be made;
4.1.6 Provide an opportunity of being heard to the persons involved especially to the Subject;

5. Coverage of Policy
5.1 The Policy covers malpractices and events which have taken place/ suspected to take place involving:
1. Abuse of authority
2. Breach of contract
3. Negligence causing substantial and specific danger to public health and safety
4. Manipulation of company data/records
5. Financial irregularities, including fraud, or suspected fraud
6. Criminal offence
7. Pilferation of confidential/propriety information
8. Deliberate violation of law/regulation
9. Wastage/misappropriation of company funds/assets
10. Breach of employee Code of Conduct/Ethics Policy or Rules
11. Any other unethical, biased, favoured, imprudent event

5.2 Policy should not be used in place of the Company grievance procedures or be a route for raising malicious or unfounded allegations against colleagues.

6. Disqualifications
6.1 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.
6.2 Protection under this Policy would not mean protection from disciplinary action arising out of false or bogus allegations made by a Whistle Blower knowing it to be false or bogus or with a mala fide intention.
6.3 Whistle Blowers, who make any Protected Disclosures, which have been subsequently found to be mala fide, frivolous or malicious shall be liable to be prosecuted under Company's Code of Conduct.

7. Manner in which concern can be raised
7.1 Employees can make Protected Disclosure to Ombudsperson, as soon as possible but not later than 30 consecutive days after becoming aware of the same.
7.2 Whistle Blower must put his/her name to allegations. Concerns expressed anonymously WILL NOT BE investigated.
7.3 If initial enquiries by the Ombudsperson indicate that the concern has no basis, or it is not a matter to be investigation pursued under this Policy, it may be dismissed at this stage and the decision is documented.
7.4 Where initial enquiries indicate that further investigation is necessary, this will be carried through either by the Ombudsperson alone, or by a Whistle Officer / Committee nominated by the Ombudsperson for this purpose. The investigation would be conducted in a fair manner, as a neutral fact-finding process and without presumption of guilt. A written report of the findings would be made.
7.5 Name of the Whistle Blower shall not be disclosed to the Whistle Officer/Committee unless required for the purpose of investigation.
7.6 The Ombudsperson / Whistle Officer / Committee shall:
i) Make a detailed written record of the Protected Disclosure. The record will include:
a) Facts of the matter
b) Whether the same Protected Disclosure was raised previously by anyone, and if so, the outcome thereof;
c) Whether any Protected Disclosure was raised previously against the same Subject;
d) The financial / otherwise loss which has been incurred / would have been incurred by the Company.
e) Findings of Ombudsperson / Whistle Officer / Committee;
f) The recommendations of the Ombudsperson / Whistle
Officer / Committee on disciplinary / other action / (s).

ii) The Whistle Officer/Committee shall finalise and submit the report to the Ombudsperson within 15 days of being nominated/appointed, unless more time is required under exceptional circumstances.

7.7 On submission of report, the Whistle Officer / Committee shall discuss the matter with Ombudsperson who shall either:
i) In case the Protected Disclosure is proved, accept the findings of the Whistle Officer / Committee and take such Disciplinary Action as he may think fit and take preventive measures to avoid reoccurrence of the matter;
ii) In case the Protected Disclosure is not proved, extinguish the matter; Or
iii) Depending upon the seriousness of the matter, Ombudsperson may refer the matter to the Committee of Directors (Whole-time Directors) with proposed disciplinary action/counter measures. The Committee of Directors, if thinks fit, may further refer the matter to the Audit Committee for necessary action with its proposal. In case the Audit Committee thinks that the matter is too serious, it can further place the matter before the Board with its recommendations. The Board may decide the matter as it deems fit.

7.8 In exceptional cases, where the Whistle Blower is not satisfied with the outcome of the investigation and the decision, s/he can make a direct appeal to the Chairman of the Audit Committee.

8. Protection
8.1 No unfair treatment will be meted out to a Whistle Blower by virtue of his/her having reported a Protected Disclosure under this Policy. The Company, as a policy, condemns any kind of discrimination, harassment, victimization or any other unfair employment practice being adopted against Whistle Blower. Complete protection will, therefore, be given to Whistle Blower against any unfair practice like retaliation, threat or intimidation of termination/suspension of service, disciplinary action, transfer, demotion, refusal of promotion, discrimination, any type of harassment, biased behavior or the like including any direct or indirect use of authority to obstruct the Whistle Blower's right to continue to perform his duties/functions including making further Protected Disclosure. The Company will take steps to minimize difficulties, which the Whistle Blower may experience as a result of making the Protected Disclosure. Thus, 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.
8.2 The identity of the Whistle Blower shall be kept confidential.

9. Secrecy/Confidentiality
The Whistle Blower, the Subject, the Whistle Officer and every one involved in the process shall:
a. maintain complete confidentiality/secrecy of the matter
b. not discuss the matter in any informal/social gatherings/ meetings
c. discuss only to the extent or with the persons required for the purpose of completing the process and investigations
d. not keep the papers unattended anywhere at any time
e. keep the electronic mails/files under password

If any one is found not complying with the above, he/she shall be held liable for such disciplinary action as is considered fit.


10. Reporting
A quarterly report with number of complaints received under the Policy and their outcome shall be placed before the Audit Committee and the Board.

Code of Conduct to Regulate, Monitor and Report Trading under with SEBI (Prohibition of insider trading) Regulations, 2015


(1) Scope and Purpose:
The Company endeavors to preserve the confidentiality of Un-published Sensitive information (UPSI) and to prevent misuse of such information. The Company is committed to transparency and fairness in dealing with all the stakeholders and in ensuring adherence to all laws and regulations.

To achieve these objectives, the Company hereby notifies FOUNDRY FUEL PRODUCTS LTD. Code of Practices and Procedure for Fair Disclosure of Unpublished Price Sensitive Information (“UPSI”) and Code of Conduct to Regulate, Monitor and Report Trading Under With SEBI (Prohibition Of Insider Trading) Regulations, 2015, hereinafter be referred to as “Code of PIT”.

This Code of Conduct has been made pursuant to Regulation 8 and 9 of the SEBI (Prohibition of Insider Trading) Regulations, 2015 (herein referred as Regulations) as amended and may be modified by the Board of Directors of the Company from time to time.

(2) Principles adopted:
  • Prompt public disclosure of unpublished price sensitive information that would impact price discovery no sooner than credible and concrete information comes into being inorder to make such information generally available.
  • Uniform and universal dissemination of unpublished price sensitive unpublished price sensitive information to avoid selective disclosure.
  • Designation of a senior officer as a chief investor relations officer to deal with dissemination of information and disclosure of unpublished price sensitive information.
  • Prompt dissemination of unpublished price sensitive information that gets disclosed selectively, inadvertently or otherwise to make such information generally available.
  • Appropriate and fair response to queries on news reports and requests for verification of market rumors by regulatory authorities.
  • Ensuring that information shared with analysts and research personnel is not un- published price sensitive information.
  • Developing best practices to make transcripts or records of proceedings of meetings with analysts and other investor relations conferences on the official website to ensure official confirmation and documentation of disclosures made.
  • Handling of all un-published price sensitive information on a need-to-know basis.

(3) Definitions
For the purpose of this Code of Conduct –
  1. "Committee" means the Audit Committee constituted by the Company which inter-alia will also look after the implementation of these Regulations.
  2. "Chief Investor Relations Officer" means the senior officer possessing the requisite qualification as mentioned in the Regulations and appointed by the Board of Directors of the Company to deal with dissemination of information and disclosure of UPSI in fair manner time to time.
  3. “Connected Person” means:-
    1. any person who is or has during the six months prior to the concerned act been associated with a Company, directly or indirectly, in any capacity including by reason of frequent communication with its officers or by being in any contractual, fiduciary or employment relationship or by being a Director, officer or an employee of the Company or holds any position including a professional or business relationship between himself and the Company whether temporary or permanent, that allows such person, directly or indirectly, access to unpublished price sensitive information or is reasonably expected to allow such access.
    2. Without prejudice to the generality of the foregoing, the persons falling within the following categories shall be deemed to be connected persons unless the contrary is established, -
      1. an immediate relative of connected persons specified in clause (i); or
      2. a holding Company or associate Company or subsidiary Company; or
      3. an intermediary viz. stock-broker, sub-broker, share transfer agent, banker to an issue, trustee of trust deed, registrar to an issue, merchant banker, underwriter, portfolio manager, investment adviser and such other intermediary who may be associated with securities market as specified in section 12 of the Act or an employee or Director thereof; or
      4. an investment Company, trustee Company, asset management Company or an employee or Director thereof; or
      5. an official of a stock exchange or of clearing house or corporation; or
      6. a member of Board of trustees of a mutual fund or a member of the Board of Directors of the asset management Company of a mutual fund or is an employee thereof; or
      7. a member of the Board of Directors or an employee, of a public financial institution as defined in section 2 (72) of the Companies Act, 2013; or
      8. an official or an employee of a self-regulatory organization recognised or authorized by the Board; or
      9. a banker of the Company; or
      10. a concern, firm, trust, Hindu undivided family, Company or association of persons wherein a Director of a Company or his immediate relative or banker of the Company, has more than ten per cent. of the holding or interest;
  4. "dealing in securities" means an act of subscribing, buying, selling or agreeing to subscribe, buy, sell or deal in any securities by any person either as principal or agent;
  5. "Designated Employees" means all members of Board of Directors and one level below the Board i.e. all the designated Key Managerial Personnel and/or such other employees who may be so designated from time to time by the Company for the purpose of this Code of Conduct and who may be able to have access to any 'price sensitive information' as defined in the Code of Conduct.
  6. “Designated Person" means a Director / Officer / Designated employees of the Company and professional firms such as auditors, accountancy firms, law firms, analysts, consultants etc. assisting or advising the Company and such other person or persons who may be so designated by the Company from time to time for the purpose of this Code of Conduct.
  7. "Insider" means:-
    1. Designated persons including designated employees
    2. Any person who is or was connected with the Company or is deemed to have been connected with the Company.
    3. Any person who is in receipt of unpublished price sensitive information in course of the “legitimate purpose”; and
    4. Any other person who is reasonably expected to have access to unpublished price sensitive information in respect of securities of a Company or who has received or has/had access to such unpublished price sensitive information.
  8. “Legitimate purpose” shall include sharing of unpublished price sensitive information in the ordinary course of business by an insider with partners, collaborators, lenders, customers, suppliers, merchant bankers, legal advisors, auditors, insolvency professionals or other advisors or consultants, provided that such sharing has not been carried out to evade or circumvent the prohibitions of these regulations.
  9. “Material Financial Relationship” shall mean a relationship in which one person is a recipient of any kind of payment such as by way of a loan or gift during the immediately preceding twelve months, equivalent to at least 25% of such payer’s annual income but shall exclude relationships in which the payment is based on arm’s length transactions
  10. "Price Sensitive Information" means any information which relates directly or indirectly to a Company and which if published is likely to materially affect the price of securities of the Company.
    Explanation –
    The following shall be deemed to be price sensitive information:
    • Periodical financial results of the Company.
    • Intended declaration of dividends (both interim and final).
    • Issue of Securities or buy-back of securities.
    • Change in capital structure
    • Amalgamation, Acquisition, mergers, demergers, delisting, disposals and expansion of business takeovers and buy back.
    • Disposal of the whole or substantial part of the undertaking.
    • Any changes in policies, plans or operations of the Company.
    • Change in Key Managerial Personnel
  11. "Immediate Relatives” means a person as defined in section 2(77) of the Companies Act, 2013.
  12. "Trading Window" means a trading period for trading in Company's Securities as specified by the Company from time to time.
  13. "Unpublished" means information which is not published by the Company or its Agents and is not specific in nature.
    Explanation –
    Speculative Reports in print or electronic media shall not be considered as published information.

(4) Publication of the Code – This Code upon its adoption by the Board of Directors of the Company shall be uploaded on the Company’s website and any updates hereto shall be promptly reflected on the Company’s website.

(5) Preservations of “Price Sensitive Information”: - All information shall be handled within the Company on a need-to-know basis and no UPSI shall be communicated to any person except in furtherance of the insider’s legitimate purposes, performance of the duties or to discharge the legal obligations.

Need to Know basis means that UPSI should be disclosed only to those within the Company who need the information to discharge their duty and whose possession of such information will not give rise to a conflict of interest or appearance of misuse of the information.

(6) Chinese Wall: To prevent the misuse of confidential information the Company shall adopt a “Chinese Wall” policy which separate those areas of the Company which routinely has access to the confidential information viz. Legal, Finance, Strategy, Secretarial departments regarded as the “insider areas” from those areas which deal with sales/marketing/investing advise or other departments providing support services, considered “public areas”.
  1. The employees in the inside areas shall not communicate any UPSI to anyone in the public area.
  2. In exceptional circumstances employees from the public area may be brought “over the wall” and given confidential information on the basis of “need to know” criteria after the approval of the relevant head of the departments.


(7) The Company Secretary, will be the Compliance Officer / Chief Investor Relation Officer(CIRO) for the purpose of this Code of Conduct.

(8) This Code of Conduct will be applicable to Directors / KMPs / Officers / Designated Employees / Auditors / Registrars & Share Transfer Agents / Merchant Bankers / Solicitors & Advocates / Consultants and their relatives as defined herein.

(9) No Designated Person shall pass on any price sensitive information to any person directly or indirectly by way of making a recommendation for the purchase or sale of securities of the Company.

(10) No Designated person shall communicate any unpublished price sensitive information to any person except those within the Company who need the information to discharge their duty and whose possession of such information will not give rise to a conflict of interest or appearance of misuse of the information.

(11) No Insider shall communicate or counsel any unpublished price sensitive information to any person who, while in possession of such unpublished price sensitive information, shall not deal in the securities of the Company except communication required in the ordinary course of business or profession or employment or under any law.

(12) All Designated Persons will have to disclose their interest or holding in shares of the Company to the Compliance Officer in the following manner :-
  1. Those holding more than 5% shares or voting rights in the Company shall disclose, in Form A, the number of shares or voting rights within 2 working days of becoming such holder.
  2. A Director or officer of the Company shall disclose, in Form B, the number of shares or voting rights within 7(seven) working days of becoming a Director or officer of the Company. If there are no transactions in a particular month, then “NIL” statementis not required to be submitted.
  3. Those holding more than 5% shares or voting rights in the Company shall disclose, inForm C, the number of shares or voting rights held & any change in shareholding or voting rights from the last disclosure made under (a) above and any such change exceeds 2% of total shareholding or voting rights in the Company.
  4. A Director or officer of the Company shall disclose to the Company and the Stock Exchanges (BSE & CSE), in Form D, the total number of shares or voting rights held & change in shareholding or voting rights from the last disclosure made under (b) above & the change exceeds Rupees 5.00 lakhs in value or 25,000 shares or 1% of total shareholding or voting rights, whichever is lower.
  5. The Company shall, within 2 days of receipt, disclose to all stock exchanges on which the Company is listed, information received as mentioned under sub-clauses (a), (b), (c) & (d) above. Explanation: The disclosures required to be made in accordance with sub-clauses (c) and (d) above, shall be made within 2 working days of the receipt of intimation of allotment of shares or the acquisition / sale of shares / voting rights.


(13) All designated Persons will have to keep the files containing confidential information relating to price sensitive information fully secured. Computer files must be kept with adequate security of login and password etc.

(14) This Code of Conduct will be applicable to any transactions in securities of the Company exceeding 25,000 equity shares or Rs. 5.00 lakhs in value or 1% of the total holding of the Company whichever is lower.

(15) The Compliance Officer shall report trading by the Designated Persons to the Board of Directors and in particular, shall provide reports to the Chairman of Audit Committee / Board of Directors at such frequency as may be stipulated by the Board of Directors but not less than once in a year.

(16) The Designated Persons and immediate relatives shall be subject to trading restrictions in the following manner:

  1. Trading Window

    The trading window will be closed from 1st of the end of every quarter of the happening of the following events and shall open 48 hours after the publication of the price sensitive information.
    1. Declaration of Financial Results (Quarterly, Half Yearly and Annual).
    2. Declaration of Dividends (interim and final).
    3. Issue of Securities by way of public/rights/bonus etc.
    4. Any major expansion plan or execution of new project.
    5. Amalgamation, mergers, takeovers and buy back.
    6. Disposal of the whole or substantially the whole of the undertaking.
    7. Any changes in policies, plans or operations of the Company.
    8. Any such matter / event which the Compliance officer deem price sensitive information.
    Trading window may be closed during such time in addition to the above period as may be deemed fit from time to time.


  2. Restriction on Trading –

    No Designated Person shall conduct any dealing in the securities of the Company during the closure of the Trading Window.


  3. Pre-clearance of Trades -
    1. All Designated Persons of the Company intending to deal in the securities of the Company exceeding the threshold limit of 25,000 equity shares or Rs. 5.00 lakhs in value or 1% of the total holding of the Company, whichever is lower, will have to make an application to the Compliance Officer in the form as attached for pre-clearance of the transaction.
    2. An undertaking shall also be executed in favour of the Company by designated person incorporating, inter-alia, the following clauses, as may be applicable:
      1. That the designated person does not have any access to or has not received “Price Sensitive Information” up to the time of signing the undertaking.
      2. That in case designated person has access to or receives “Price Sensitive Information” after the signing of the undertaking but before execution of the transaction, he will inform the same to the Compliance Officer & would refrain from dealing in the securities of the Company till the time such information becomes public.
      3. That he has not contravened this Code of Conduct.
      4. That he has made a full and true disclosure in the matter.
    3. Only after receiving the clearance, the transaction should be carried out.
    4. The execution of the order in respect of the security of the Company will have to be completed not more than seven trading days of approval or pre-clearance failing which Fresh pre-clearance would be needed for the trades to be executed.
    5. The investment in securities will have to be held for a minimum period of 180 days from the date of purchase/actual allotment.

      Provided that this shall not be applicable for trades pursuant to exercise of stock options.

      In case of personal emergency the 30 days holding period may be waived by the Compliance Officer after recording his reasons in this regard.


(17) The Board will be promptly informed in case it is observed that there is any violation of the regulations under which the Code has been formulated.

(18) The Designated persons shall be required to disclose names and Permanent Account Number or any other identifier authorized by law of the following persons to the Company on an annual basis and as and when the information changes:
  1. immediate relatives
  2. persons with whom such designated person(s) shares a material financial relationship
  3. Phone, mobile and cell numbers which are used by them

In addition, the names of educational institutions from which designated persons have graduated and names of their past employers shall also be disclosed on one time basis

(19) Designated Persons who trade in securities or communicate any information for trading in securities in contravention of this Code of Conduct will be penalised and appropriate action will be taken against them by the Company after giving reasonable opportunity to them to show cause. They shall also be subject to disciplinary action including wage freeze, suspension, in-eligibility for future participation in Employee Stock-option etc.

(20) The Compliance officer shall place before the Managing Director/Joint Managing Director, all the details of dealing in the securities by the designated persons on a monthly basis.

(21) In addition to the action which may be taken by the Company, the persons violating these Regulations will also be subject to action by SEBI as per SEBI Act. In case of any violation, the Company shall inform SEBI accordingly.

(22) This Code may be modified/amended/replaced as and when necessary by the Board of Directors on recommendations of the Audit Committee or any other Committee to be formed by the Board for the purpose.

Note: This ‘Code of Conduct’ is subject to any further changes or amendments by Board of Directors of the Company, from time to time.

Nomination, Remuneration and Evaluation Policy


Introduction

In compliance with the provisions of the Companies Act, 2013 read with the Rules made therein and the Listing Agreement with the stock exchanges (as amended from time to time), the Company has laid down this Nomination, Remuneration and Evaluation Policy.

Purpose

This Policy is formulated to provide a framework and set standards in relation to the followings:
  1. Criteria for appointment and removal of Directors, Key Managerial Personnel (KMP) and Senior Management Executives of the Company.
  2. Remuneration payable to the Directors, KMPs and Senior Management Executives.
  3. Evaluation of the performance of every Director.
  4. Criteria for determining qualifications, positive attributes and independence of a Director.


Policy for appointment and removal of directors, key managerial personnels and senior management executives

1. Appointment
  • The Nomination & Remuneration Committee (hereinafter referred to as “the Committee”) shall identify and ascertain the integrity, qualification, expertise and experience of the candidate for appointment as Director, KMP or at Senior Management level and recommend his/ her appointment to the Board.
  • The candidate should possess adequate qualification, expertise, knowledge, skills, background and industry experience for the position against which he/ she is considered for appointment. The Committee has the discretion to decide whether the above requirements possessed by a person are sufficient/ satisfactory for the concerned position.
  • While appointing the Directors and KMP, the Committee shall give due consideration to their limit of holding other directorships/office as specified in the Companies Act, 2013 read with the Rules made therein and the Listing Agreement (as amended from time to time) and/or any other applicable enactment, for the time being in force.
  • Ensure diversity of the members of the Board.
  • A letter of appointment shall be given to each Director, KMP and Senior Management Executives, appointed in the Company mentioning his / her terms of appointment and a copy of the said letter shall be acknowledged by the appointee.


2. Term / Tenure

The term/tenure of appointment or re-appointment of the Directors and the KMPs shall be in accordance with the provisions as specified in the Companies Act, 2013 read with the Rules made therein and the Listing Agreement, as amended from time to time and / or any other applicable enactment, for the time being in force.

3. Removal

Due to reasons for any disqualification, the Committee may recommend to the Board, removal of any Director, KMP or Senior Management Executives, with reasons recorded in writing and subject to the provisions & compliance of the applicable Act, Rules and Regulations.

Policy for remuneration of directors, key managerial personnels (KMPs) and other employees

The Company follows the policy to fix remuneration of its Directors, KMPs and other employees by taking into account the trend in the industry, qualification, experience, past performance and past remuneration of the respective Directors, KMPs and other employees, in the manner to strike a balance between the interest of the Company and its Stakeholders.

The guiding principle for fixing remuneration payable to the Directors, KMPs and other employees are as follows:
  • - The level and composition of remuneration shall be reasonable and sufficient to attract, retain and motivate Directors, Key Management Personnel and other employees.
  • - The Remuneration / Compensation / Commission etc. paid to the Managing / Whole time / Executive / Independent Directors and /or KMP, shall be governed as per the provisions of the Companies Act, 2013 and rules made there under. The amount of sitting fees shall be paid in accordance with the decision of the Board, subject to ceiling / limits as provided under Companies Act, 2013 and rules made there under.
  • - The Remuneration payable to the Directors, KMPs and other employees shall be reflective of the individual’s role, responsibilities and experience in relation to performance of day-to-day activities.


Policy for evaluation of independent directors and the board:

The evaluation / assessment of the Independent Directors and the Board of the Company is to be conducted on an annual basis in accordance with the requirements of the Companies Act, 2013 read with the Rules made there under, the Listing Agreement, as amended from time to time and any other enactment, as made applicable for the time being in force.

The following criteria may assist in determining how effective the performances of the Directors have been:
  • - Leadership & Managerial abilities.
  • - Contribution to the corporate objectives & plans.
  • - Communication of expectations & concerns clearly with subordinates.
  • - Obtaining adequate, relevant & timely information from external sources.
  • - Review & approval of strategic & operational plans of the Company, its objectives and budgets.
  • - Regular monitoring of corporate results against projection.
  • - Identification, monitoring & mitigation of significant corporate risks.
  • - Assessment of policies, structures & procedures followed in the Company and their significant contribution to the same.
  • - Direct, monitor & evaluate KMPs, senior officials.
  • - Regularity in attending meetings of the Company and inputs therein.
  • - Review & Maintenance of corporation’s ethical conduct.
  • - Ability to work effectively with rest of the Board of Directors.
  • - Commitment to the promotion of equal opportunities, health and safety in the workplace.


Evaluation on the aforesaid parameters will be conducted by the Independent Directors for each of the Executive/Non-Independent Directors in a separate meeting of the Independent Directors. The performance evaluation of Independent Directors shall be done by the entire Board of Directors of the Company, excluding the Director being evaluated.

The Nomination and Remuneration Committee and the Board of Directors will review this policy periodically and may amend or modify the Policy accordingly, from time to time.

“Unless the context otherwise requires, word and expression used in this policy shall drive their meaning from the Companies Act, 2013 read with the Rules made there under, the Listing Agreement as amended from time to time and any other enactment, as made applicable for the time being in force.”

Policy for Determination of Materiality of Events


The Policy for determination of materiality of events or information (‘‘Policy’’) for disclosure to the Stock Exchanges is framed in accordance with the requirements of the Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘’Regulations’’).

I. Purpose

Foundry Fuel Products Ltd. (‘the Company’) is committed to being open and transparent with all stakeholders and in disseminating information in a fair and timely manner. Regulations mandate listed entities to formulate a policy for determining materiality of events or information that warrant disclosure to investors. It is in this context that the policy is being framed and implemented.

II. Objective

The objective of the Policy is to determine materiality of events or information of the Company and to ensure that such information is adequately disseminated in pursuance with the requirements of the Regulations and to provide an overall governance framework for such determination of materiality.

III. Applicability

This policy shall be applicable to all the events in the Company, as and when they fall under the criteria enumerated in the policy.

IV. Definitions

“Acquisition” shall mean -
  1. acquiring control of the Company, whether directly or indirectly; or
  2. acquiring or agreeing to acquire shares or voting rights in, a Company, whether directly or indirectly, such that –
    1. the Company holds shares or voting rights aggregating to five per cent or more of the shares or voting rights in the said Company; or
    2. there has been a change in holding from the last disclosure made under sub- clause (i) of clause (b) above and such change exceeds two per cent of the total shareholding or voting rights in the said Company.


“Agreement” shall include shareholder agreement, joint venture agreement, family settlement agreement (to the extent the same impacts the management and control of the Company) and agreement, treaty or contract with media Companies, which are binding and not in normal course of business and revision, amendment and termination thereof.

“Board of Directors” or “Board” shall mean the Board of Directors of the Company;

“Committee” shall mean committee of Board of Directors or any other committee so constituted;

“Company” shall mean Foundry Fuel Products Ltd.

“Compliance Officer” shall mean the Company Secretary of the Company;

“Key Managerial Personnel (KMP)” means
  1. Managing Director, or Chief Executive Officer or Manager or in their absence Whole Time Director designated for the purpose;
  2. Chief Financial officer (CFO);
  3. Company Secretary (CS).


“Material Event” or “Material Information” shall mean such event or information as set out in the Schedule or as may be determined in terms of this Policy. In the Policy, the words, “material” and “materiality” shall be construed accordingly.

“Market Sensitive Information” shall mean information concerning the Company that a reasonable person would expect to have a material effect on the price or value of its securities or information which causes the market to maintain the price of security at or about its current level when it would otherwise be expected to move materially in a particular direction, given price movements in the market generally or in the Company’s sector.

“Material Subsidiary” shall mean any subsidiary Company of the Company which is or has been determined as a material subsidiary as per the provisions of the Regulations.

“Officer” means as assigned to the term in clause (59) of Section 2 of the Companies Act, 2013 and shall include Promoters of the Company.

"Promoter" and “Promoter Group” means as assigned to them in clauses (za) and (zb) of sub‐regulation (1) of regulation 2 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

“Securities” means such securities as defined in section 2(h) of Securities Contracts (Regulation) Act, 1956;

"Stock exchange" means the stock exchanges where the Securities of the Company are listed;

“Specified securities” means ‘equity shares’ and ‘convertible securities’ as defined under clause (zj) of sub‐ regulation (1) of regulation 2 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

Any other term used but not defined herein shall have the same meaning as defined in the Companies Act, 2013, Regulations or any other applicable law or regulation to the extent applicable to the Company.

V. Disclosure of events or information

The Company shall make disclosure of any events or information to the stock exchanges on a timely basis as follows in line with the Clause VIII:
  1. Events or information as stated in Annexure-1.
  2. Events or information as stated in Annexure-2 shall be disclosed based on the application of materiality as referred in Clause VI.
  3. Any other events or information viz. major development that is likely to affect business, e.g. emergence of new technologies, expiry of patents, any change of accounting policy that may have a significant impact on the accounts, etc. and brief details thereof and any other information which is exclusively known to the Company which may be necessary to enable the holders of securities of the Company to appraise its position and to avoid the establishment of a false market in such securities.
  4. Events or information with respect to subsidiaries which are material for Company. Events or information which may have a material effect on the Company and/or as specified by the Board of Directors and recommended by Audit Committee of the Company from time to time and/or such other events or information prescribed by the SEBI or any other authority for disclosure from time to time.


VI. Criteria for determination of materiality of events or information & procedure for disclosure thereof

The Company shall consider the following criteria for determination of materiality of an event or information:
  1. The event or information is in any manner unpublished price sensitive information;
  2. The omission of disclosure of such event or information shall lead to discontinuity or alteration of event or information already available publicly;
  3. The omission of disclosure of such event or information is likely to result in significant market reaction if the said omission came to light at a later date;
  4. An event or information shall be considered to have a material effect on the Company in case such event or information may have an impact of over 10% of total turnover (standalone or consolidated as the case may be) or 25% of profit before tax, whichever is lesser, on the Company; and
  5. Any other event or information which is treated as being material in the opinion of the Board of Directors of the Company.


VII. Authority to certain Key Managerial Personnel

The Board of Directors of the Company have authorized the Key Managerial Personnel to determine the materiality of an event or information in addition to the events as specified in the Annexure 1 & 2 and to make appropriate disclosure of the same to Stock Exchanges, subject to the provisions of this Policy on a timely basis. They shall be further authorised severally to suo moto admit or repudiate any report, event or information, which has unauthorized made public by media or any other means including but not limited to electronic means. They are further authorized to respond to rumors amongst the general public, which has no basis or credentials, in a way which best protects the interest of the Company. Such action taken by this KMPs however be brought to the attention of the Board of Directors at its immediately subsequent meeting.

VIII. Time limit for disclosure of material event/information

The Company shall make disclosure to Stock Exchange(s) of all events specified in Clause VI of this policy, as soon as reasonably possible but not later than twenty four hours from the occurrence of event or information and/or on becoming aware of it and shall also update material developments on a regular basis, till such time the event is resolved/closed, with relevant explanations.

Provided that in case the disclosure is made after twenty four hours of occurrence of the event or information, the Company shall, along with such disclosures provide explanation for delay.

Provided further that disclosure with respect to events specified in Point (d) of Annexure‐1 of this policy, shall be made within thirty minutes of the conclusion of the board meeting.

IX. Amendment

The Board of Directors on its own and /or as per the recommendations of the Committee may amend this Policy, as and when deemed fit.

In case of any amendment(s), clarification(s), circular(s) etc. issued by the relevant authorities, not being consistent with the provisions laid down under this Policy, then such amendment(s), clarification(s), circular(s) etc. shall prevail upon the provisions given in this Policy and the Policy shall stand amended accordingly from the effective date as laid down under such amendment(s), clarification(s), circular(s) etc.

X. Website

As per the provisions of the Regulations, the Policy shall be disclosed on the website of the Company.


ANNEXURE - 1

Events which shall be disclosed without any application of the guidelines for materiality:
  1. Acquisition(s) (including agreement to acquire), Scheme of Arrangement (amalgamation/ merger/ demerger/restructuring), or sale or disposal of any unit(s), division(s) or subsidiary of the Company or any other restructuring.
  2. Issuance or forfeiture of securities, split or consolidation of shares, buyback of securities, any restriction on transferability of securities or alteration in terms or structure of existing securities including forfeiture, reissue of forfeited securities, alteration of calls, redemption of securities etc.
  3. Outcome of Meetings of the Board of Directors: The Company shall disclose to the Exchange(s), within 30 minutes of the closure of the meeting, held to consider the following:
    1. dividends and/or cash bonuses recommended or declared or the decision to pass any dividend and the date on which dividend shall be paid/dispatched;
    2. any cancellation of dividend with reasons thereof;
    3. the decision on buyback of securities;
    4. the decision with respect to fund raising proposed to be undertaken;
    5. Increase in capital by issue of bonus shares through capitalization including the date on which such bonus shares shall be credited/dispatched;
    6. reissue of forfeited shares or securities, or the issue of shares or securities held in reserve for future issue or the creation in any form or manner of new shares or securities or any other rights, privileges or benefits to subscribe to;
    7. short particulars of any other alterations of capital, including calls;
    8. financial results;
    9. decision on voluntary delisting by the Company from stock exchange(s).
  4. Agreements (viz. Shareholder agreement(s), joint venture agreement(s), family settlement agreement(s) (to the extent that it impacts management and control of the Company), agreement(s)/treaty(ies)/contract(s) with media Companies) which are binding and not in normal course of business, revision(s) or amendment(s) and termination(s) thereof.
  5. Fraud/defaults by promoter or Key Managerial Personnel or by Company or arrest of Key Managerial Personnel or promoter.
  6. Change in Directors, Key Managerial Personnel, Auditor and Compliance Officer.
  7. Appointment or discontinuation of share transfer agent.
  8. Corporate debt restructuring.
  9. One time settlement with a bank.
  10. Reference to BIFR and winding‐up petition filed by any party / creditors.
  11. Issuance of Notices, call letters, resolutions and circulars sent to shareholders, debenture holders or creditors or any class of them or advertised in the media by the Company.
  12. Proceedings of Annual and Extra-ordinary General Meetings of the Company.
  13. Amendments to memorandum and articles of association of the Company, in brief.
  14. Schedule of Analyst or institutional investor meet and presentations on financial results made by the Company to analysts or institutional investors.



ANNEXURE – 2

Events which shall be disclosed upon application of the guidelines for materiality:
  1. Commencement or any postponement in the date of commencement of commercial production or commercial operations of any unit/division.
  2. Change in the general character or nature of business brought about by arrangements for strategic, technical, manufacturing, or marketing tie‐up, adoption of new lines of business or closure of operations of any unit/division (entirety or piecemeal).
  3. Capacity addition or product launch.;
  4. Awarding, bagging/ receiving, amendment or termination of awarded/bagged orders/contracts not in the normal course of business.
  5. Agreements (viz. loan agreement(s) (as a borrower) or any other agreement(s) which are binding and not in normal course of business) and revision(s) or amendment(s) or termination(s) thereof.
  6. Disruption of operations of any one or more units or division of the Company due to natural calamity (earthquake, flood, fire etc.), force majeure or events such as strikes, lockouts, etc.
  7. Effect(s) arising out of change in the regulatory framework applicable to the Company.
  8. Litigation(s) / dispute(s) / regulatory action(s) with impact.
  9. Fraud/defaults etc. by Directors (other than key managerial personnel) or employees of the Company.
  10. Options to purchase securities including any ESOP/ESPS Scheme.
  11. Giving of guarantees or indemnity or becoming a surety for any third party.
  12. Granting, withdrawal, surrender, cancellation or suspension of key licenses or regulatory approvals.

Policy for Preservation of Documents


Purpose

The purpose of this policy is preservation of documents of the Company in accordance with the provisions of the Companies Act, 2013 and in accordance with the provisions of regulation 9 of Chapter III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘’Regulations’’). This policy seeks to ensure that the Company’s business is adequately documented and are managed in accordance with best practice.

Scope

This policy is applicable to all departments of the Company. It ensures that the Company maintains the documents in both electronic and physical mode as per various statutory requirements and are subject to the same degree of confidentiality and care.

Definitions

“Act” means the Companies Act, 2013 and other applicable Acts to the Company & rules made there under.

“Applicable Law” means any law, rules, circulars, guidelines or standards issued by Securities Exchange Board of India, Ministry of Corporate Affairs and The Institute of Company Secretaries of India and any other applicable law or regulation to the extent applicable to the Company under which the preservation of the Documents has been prescribed.

“Board” means the Board of directors of the Company or its Committee.

“Company” means Foundry Fuel Products Ltd.

“Current Document(s)” means any document that still has an ongoing relevance with reference to any ongoing litigation, proceedings, complaint, dispute, contract or any like matter.

“Document(s)” refers to papers, notes, agreements, notices, advertisements, requisitions, orders, declarations, forms, correspondence, minutes, indices, registers and or any other record, required under or in order to comply with the requirements of any Applicable Law, whether issued, sent, received or kept in pursuance of the Act or under any other law for the time being in force or otherwise, maintained on paper or in Electronic Form and does not include multiple or identical copies.

“Electronic Record(s)” means the electronic record as defined under section 2 (1)(t) of the Information Technology Act, 2000.

“Electronic Form” means any contemporaneous electronic device such as computer, laptop, compact disc, floppy disc, space on electronic cloud, or any other form of storage and retrieval device, considered feasible, whether the same is in possession or control of the Company or otherwise the Company has control over access to it.

“Maintenance” means keeping Documents, either physically or in Electronic Form.

“Preservation” means to keep in good order and to prevent from being altered, damaged or destroyed.

“Regulations” means the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR).

The words and phrases used in this Policy and not defined here shall derive their meaning from the Applicable Laws.

Classification

Based upon the recommendations of the management, the Board of Directors have classified the following documents to be retained and preserved as tabulated hereunder, in the manner detailed under Annexure I:

Sr. No. Particulars Category
1 Documents that needs to be preserved permanently Type A
2 Documents that may be preserved for a period of 08 years
or more after completion of the relevant transactions
Type B
3 Other documents which may be preserved for less than 08 years Type C

The documents concerning other routine matters & having substantial long‐lasting consequences shall be preserved by all concerned as may be decided by the respective divisional CFO/CEO and/or the Departmental Heads of the Company based upon usefulness and necessity.

Mode of preservation & responsibility

The Documents may be preserved in physical form or electronic form. The preservation of Documents should be such as to ensure that there is no tampering, alteration, destruction or anything which endangers the content, authenticity, utility or accessibility of the Documents.

The divisional CFO/CEO and the Departmental Heads of the Company shall be responsible for maintenance of the documents in their respective division/department taking into account this policy prescribing the minimum period for maintenance of documents and shall take decision to preserve or destroy documents pertaining to their division/department keeping in view ongoing or anticipated litigation(s), if any.

Annexure I

a. Accounts, Finance & taxation records including Annual Financial statement


Record Type Retention Period Document Type
Books of Accounts including work papers and other documents related to the audit including Tax and Vat Audit, Accounts Payable/Receivable ledgers, General Ledger, Annual Plans and Budgets, 8 years Type B
Investment Records Permanent Type A
Fixed Asset Register with supporting Purchase Orders and Bills for fixed assets addition 8 years Type B
Payroll TDS, PF, ESI return and challans applicable on payroll 8 years Type B
Treasury documents – Credit approvals from bank Permanent Type A
Bank Account passbook or statement, Bank Reconciliation Statement and Letter of Credit Documents 8 years Type B
Bank Guarantees Till the expiry of the claim period Type B/Type C
Tax Litigation documents Permanent Type A
Import/Export Documentation 8 years Type B
Excise Tax /Service tax/VAT records/returns 8 years Type B
Payroll Tax records 8 years Type B
Consignment Note/ Proof of Delivery 6 years Type C

b. Corporate Secretarial Records

Record Type Retention Period Document Type
Certificate of Incorporation/ Certificate of Change of Name Permanent Type A
Memorandum and Articles of Association Permanent Type A
Certificate to Commence Business Permanent Type A
Minute Books Permanent Type A
Notice/Agenda and other related papers 8 Years Type B
Register of Postal Ballot and Scrutinizer Report and Office copies of the notices Until the resolution has been implemented or for a period of10 Years, whichever is later Type B
Register of Allotments 8 Years Type B
Register of Investments in securities not held in the name of the Company Permanent Type A
Register of Buy‐back of Securities 8 Years Type B
Register of Charges Permanent Type A
Register and Index of Members Permanent Type A
Register and Index of Debenture holder/ Foreign Register of Debenture holders 15 Years from the date of redemption of debentures Type B
Foreign Register of Members Preserved until discontinued Type B/Type C
Foreign Register of Debenture-holders 8 Years from the date of redemption of debentures Type B
Register of renewed and duplicate share certificates Permanent Type A
Register of contracts in which Directors are interested Permanent Type A
Register of Directors, Managing Director, Manager and Secretary Permanent Type A
Register of Directors’ Shareholding Permanent Type A
Disclosures /Notices by a Director of his interest 8 years from the end of the financial year to which it relates Type B
All books and documents relating to the issue of share certificates, including the blank forms of share certificates 30 years and in disputed cases, shall be preserved permanently Type A/Type B
All certificates surrendered to a Company shall immediately be defaced by stamping or printing the word ‘’cancelled’’ in bold letters After the expiry of 3 years from the date on which they are surrendered Type C
Register of Inter-Corporate Loans and investments Permanent Type A
Register of Deposits 8 Years Type B
Register of payment of Dividend 8 Years Type B
Dividend reconciliation statement Preserved as long as any dividend remains unclaimed Type B/Type C
Register of Directors’ Attendance 8 Years Type B
Register of Proxies 8 Years Type B
Register of I inspection 8 Years Type B
Register of Investments (other than securities not held in the name of the Company) Permanent Type A
Register of transfer of shares Permanent Type A
Register of Transmission of Shares Permanent Type A
Register of Employees Stock Option 15 years
Register in Respect of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 Permanent Type A
Register in Respect of SEBI (Prohibition of Insider Trading) Regulations, 2015 Permanent Type A
Annual Return 8 Years Type B
ROC/Stock Exchange filings in physical & electronic form 5 years Type C
Annual Reports Permanent Type A
Records on CSR Projects undertaken and progress there on Permanent Type A


c. Legal & Insurance Records

Record Type Retention Period Document Type
License and Permits, and other statutory approvals Permanent or till the date of validity Type A / Type B / Type C
Legal Memoranda and Opinions 3 years after the closure of the matter Type C
Litigation files/court orders permanent Type A
Trade Mark and related correspondence Permanent Type A
Claim Files etc. 8 years Type B
Insurance Policies for the Company 8 years Type B
Contracts and Related Correspondence (including any proposal that resulted in the contract) and all other supportive documents 8 years Type B
Non‐disclosure agreement One year after end of the validity period Type C
Correspondence, Property Deeds, Assessments, Licenses, Rights of Way Permanent Type A
Original Purchase / Sale Deeds Permanent Type A
Original Lease Agreements 3 years after expiry of lease Type C


d. Personnel and HR Records including Payroll Records

Record Type Retention Period Document Type
Personnel Files of individual employees Permanent Type A
Correspondence with Employment Agencies and Advertisements for job openings 1 year after job opening is closed. Type C
Leave Records 1 years after termination of employment Type C
ESI/PF/LWF/Profession Tax contribution & Returns 8 years Type C


e. Miscellaneous Records

Record Type Retention Period Document Type
Consultant Reports 8 years Type C
Policy and procedures manuals Current version with revision history Type C
Electronic mails 1 year Type C
Web page files 05 years as specified under LODR. Can be archived for a period of 01 years after initial period of 05 years of live page Type C
Registration under various statutes Permanent Type A


f. Registers / documents under the other applicable laws to the Company

The Company would preserve the Registers / documents for such period as may be prescribed by the other applicable laws or any amendment thereof.


Amendment

The Board of Directors on its own and /or as per the recommendations of the Committee may amend this Policy, as and when deemed fit.

In case of any amendment(s), clarification(s), circular(s) etc. issued by the relevant authorities, not being consistent with the provisions laid down under this Policy, then such amendment(s), clarification(s), circular(s) etc. shall prevail upon the provisions given in this Policy and the Policy shall stand amended accordingly from the effective date as laid down under such amendment(s), clarification(s), circular(s) etc.