Policy for Selection of Directors and determining Directors' independence
1. Introduction
1.1 Mayur Floorings Limited believes that an enlightened Board consciously creates
aculture of leadership to provide a long-term vision and policy approach to improve the
quality ofgovernance. Towards this, MFL ensures constitution of a Board of Directors with
an appropriatecomposition, size, Diversified expertise and experience and commitment to
discharge theirresponsibilities and duties effectively.
1.2 MFL recognizes the importance of Independent Directors in achieving the
effectiveness of the Board. MFL aims to have an optimum combination of Executive,
Non-Executive andlndependent Directors.
2. Scope and Exclusion:
2.1 This Policy sets out the guiding principles for the Human Resources, Nomination and
Remuneration Committee for identifying persons who are qualified to become Directors and
todetermine the independence of Directors, in case of their appointment as independent
directorsof the Company.
3. Terms and References:
In this Policy, the following terms shall have the following meanings:
3.1 "Director" means a director appointed to the Board of a company.
3.2 "Human Resources, Nomination and Remuneration Committee" means the
committeeconstituted by MFL's Board in accordance with the provisions of Section 178 of
the CompaniesAct, 2013 and Companies (Appointment & Qualification of Directors)Rule,
2014.
3.3 "Independent Director" means a director referred to in sub-section (6) of
Section 149 of the Companies Act, 2013 and read with rule 4 of Companies (Appointment
& Qualification ofDirectors) Rule, 2014.
4. Policy:
4.1 Qualifications and criteria
4.1.1 The Human Resources, Nomination and Remuneration (HRNR) Committee, and the
Board,shall review on an annual basis, appropriate skills, knowledge and experience
required of theBoard as a whole and its individual members. The objective is to have a
Board with diverse background and experience that are relevant for the Company's global
operations.
4.1.2 In evaluating the suitability of individual Board members, the HRNR Committee may
takeinto account factors, such as:
• General understanding of the Company's business dynamics, global business and
Socialperspective;
• Educational and professional background standing in the profession;
• Personal and professional ethics, integrity and values;
• Willingness to devote sufficient time and energy in carrying out their duties
andresponsibilities effectively.
4.1.3 The proposed appointee shall also fulfill the following requirements:
• Shall possess a Director Identification Number;
• Shall not be disqualified under the Companies Act, 2013;
• Shall give his written consent to act as a Director;
• Shall endeavor to attend all Board Meetings and wherever he is appointed as a
Committee Member, the Committee Meetings;
• Shall abide by the Code of Conduct established by the Company for Directors and
SeniorManagement Personnel;
• Shall disclose his concern or interest in any company or companies or bodies
corporate, firms, or other association of individuals including his shareholding at the
first meetingof the Board in every financial year and thereafter whenever there is a
change in thedisclosures already made;
• Such other requirements as may be prescribed, from time to time, under the
CompaniesAct, 2013, read with Companies (Appointment & Qualification of Directors)
Rule, 2014and other relevant laws.
4.1.4 The HRNR Committee shall evaluate each individual with the objective of having a
groupthat best enables the success of the Company's business.
4.2 Criteria of Independence
4.2.1 The HRNR Committee shall assess the independence of Directors at the time of
Appointment / re-appointment and the Board shall assess the same annually. The Board shall
re-assess determinations of independence when any new interests or relationships
aredisdosed by a Director.
4.2.2 The criteria of independence, as laid down in Companies Act, 2013 and
CompaniesfAppointment & Qualification of Directors)Rule, 2014 is as below:
An independent director in relation to a company, means a director other than a
managing director or a whole-time director or a nominee director—
a. who, in the opinion of the Board, is a person of integrity and possesses relevant
expertise and experience;
b. (i) who is or was not a promoter of the company or its holding, subsidiary or
associate company;
(ii) who is not related to promoters or directors in the company, its holding,
subsidiary orassociate company;
c. who has or had no pecuniary relationship with the company, its holding, subsidiary
orassociate company, or their promoters, or directors, during the two immediately
preceding financial years or during the current financial year;
d. none of whose relatives has or had pecuniary relationship or transaction with the
company, its holding, subsidiary or associate company, or their promoters, or directors,
amounting to two percent or more of its gross turnover or total income or fifty lakh
rupees or such higher amounts may be prescribed, whichever is lower, during the two
immediately preceding financial yearsor during the current financial year;
e. who, neither himself nor any of his relatives—
(i) holds or has held the position of a key managerial personnel or is or has been
employee of the company or its holding, subsidiary or associate company in any of the
three financial years immediately preceding the financial year in which he is proposed to
be appointed;
(ii) is or has been an employee or proprietor or a partner, in any of the three
financial years immediately preceding the financial year in which he is proposed to be
appointed, of—
(A) a firm of auditors or company secretaries in practice or cost auditors of the
company or its holding, subsidiary or associate company; or
(B) any legal or a consulting firm that has or had any transaction with the company,
its holding, subsidiary or associate company amounting to ten per cent or more of the
gross turnover ofsuch firm;
(iii) holds together with his relatives two per cent or more of the total voting power
of the company; or
(iv) is a Chief Executive or director, by whatever name called, of any non-profit
organization that receives twenty-five per cent or more of its receipts from the company,
any of its promoters, directors or its holding, subsidiary or associate company or that
holds two per cent or more of the total voting power of the company; or
(v) is a material supplier, service provider or customer or a lessor or lessee of the
company.
f. shall possess appropriate skills, experience and knowledge in one or more fields of
finance, law, management, sales, marketing, administration, research, corporate
governance, technical operations, corporate social responsibility or other disciplines
related to the Company's business.
g. shall possess such other qualifications as may be prescribed, from time to time,
under the Companies Act, 2013.
h. who is not less than 21 years of age.
4.2.3 The Independent Directors shall abide by the "Code for Independent
Directors" as specified in Schedule IV to the Companies Act, 2013.
4.3 Other directorships / committee memberships
4.3.1 The Board members are expected to have adequate time and expertise and experience
to contribute to effective Board performance. Accordingly, members should voluntarily
limit their directorships in other companies in such a way that it does not interfere with
their role asdirectors of the Company. The HRNR Committee shall take into account the
nature of, and thetime involved in a Director's service on other Boards, in evaluating the
suitability of the individual Director and making its recommendations to the Board.
4.3.2 A Director shall not serve as Director in more than 20 companies of which not
more than 10 shall be Public Limited Companies.
4.3.3 A director shall not serve as an Independent Director in more than 7 Listed
Companies and not more than 3 Listed Companies in case he is serving as a Whole-time
Director in any Listed Company.
4.3.4 A Director shall not be a member in more thanlO Committees or act as Chairman of
morethan 5 Committees across all companies in which he holds directorships. For the
purpose of considering the limit of the Committees, Audit Committee and Stakeholders'
Relationship Committee of all Public Limited Companies, whether listed or not, shall be
included and all othercompanies including Private Limited Companies, Foreign Companies and
Companies underSection 8 of the Companies Act, 2013 shall be excluded.
ANNEXURE II TO DIRECTORS' REPORT
Remuneration Policy for Directors, Key Managerial Personnel and other employees
1. Introduction
1.1 MAYUR FLOORINGS LIMITED recognizes the importance of aligning the
businessobjectives with specific and measurable individual objectives and targets. The
Company hastherefore formulated the remuneration policy for its directors, key managerial
personnel andother employees keeping in view the following objectives:
1.1.1 Ensuring that the level and composition of remuneration is reasonable and
sufficient to attract, retain and motivate, to run the company successfully.
1.1.2 Ensuring that relationship of remuneration to performance is clear and meets the
performance benchmarks.
1.1.3 Ensuring that remuneration involves a balance between fixed and incentive pay
reflecting short- and long-term performance objectives appropriate to the working of the
company andits goals.
2. Scope and Exclusion:
2.1 This Policy sets out the guiding principles for the Human Resources, Nomination and
Remuneration Committee for recommending to the Board the remuneration of the directors,
key managerial personnel and other employees of the Company.
3. Terms and References:
In this Policy, the following terms shall have the following meanings:
3.1 "Director" means a director appointed to the Board of the company.
3.2 "Key Managerial Personnel" means
(I) the Chief Executive Officer or the managing director or the 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
3.3 "Human Resources, Nomination and Remuneration Committee" means the
committeeconstituted by MFL's Board in accordance with the provisions of Section 178 of
the CompaniesAct, 2013.
4. Policy:
4.1 Remuneration to Executive Directors and Key Managerial Personnel
4.1.1 The Board, on the recommendation of the Human Resources, Nomination and
Remuneration (HRNR) Committee, shall review and approve the remuneration payable to the
Executive Directors of the Company within the overall limits approved by the shareholders.
4.1.2 The Board, on the recommendation of the HRNR Committee, shall also review and
approvethe remuneration payable to the Key Managerial Personnel of the Company.
4.1.3 The remuneration structure to the Executive Directors and Key Managerial
Personnel shall include the following components:
(i) Basic Pay
(ii) Perquisites and Allowances
(iii) Stock Options
(iv) Commission (Applicable in case of Executive Directors)
(v) Retrial benefits
(vi) Annual Performance Bonus
4.1.4 The Annual Plan and Objectives for Executive Directors and Senior Executives
(Executive Committee) shall be reviewed by the HRNR Committee and Annual Performance Bonus
will beapproved by the Committee based on the achievements against the Annual Plan and
Objectives.
4.2 Remuneration to Non-Executive Directors
4.2.1 The Board, on the recommendation of the HRNR Committee, shall review and approve
the remuneration payable to the Non- Executive Directors of the Company within the overall
limitsapproved by the shareholder
4.2.2 Non-Executive Directors shall be entitled to sitting fees for attending the
meetings of theBoard and the Committees thereof. The Non- Executive Directors shall also
be entitled to profitrelated commission in addition to the sitting fees.
4.3 Remuneration to other employees
4.3.1 Employees shall be assigned grades according to their qualifications and work
experience, competencies as well as their roles and responsibilities in the organization.
Individual remuneration shall be determined within the appropriate grade and shall be
based on variousfactors such as job profile, skill sets, seniority, experience and
prevailing remuneration levels forequivalent jobs.
VIGIL MECHANISM AND WHISTLE-BLOWER POLICY
1. Title
This Policy will be called "Whistle Blower Policy/Vigil Mechanism Policy"
2. Introduction
Section 177 of the Companies Act, 2013 and revised Clause 49 of the Listing Agreement
mandates every listed Company and such other class or classes of companies, as may be
prescribed, to constitute a Vigil Mechanism for Directors and employees to report genuine
concerns in such manner as may be prescribed
The "Nomination and Remuneration Committee" and this Policy shall be in
compliance with Section 178 of the Companies Act, 2013 read In compliance of the above
requirements, Hind Rectifiers Limited has established a Vigil Mechanism and formulated a
policy in order to provide a framework for responsible and secure vigil mechanism.
3. Objective/Scope
The Vigil (Whistle Blower) Mechanism aims to provide a channel to the Directors and
employees to report genuine concerns about unethical behavior, misconduct or unlawful act,
factual or suspected fraud or violation of the code of conduct or the ethics policy.
Such a "Whistle Blower Policy/Vigil Mechanism Policy" shall provide a
mechanism for an individual to report violations without fear of victimization. It aims to
provide an adequate safeguard against the above aforesaid acts or violations. Such
mechanism will also make provision for direct access to the Chairman of the Audit
Committee/ Vigilance Officer of the Company.
The Company is committed to adhere to the highest standards of ethical, moral and legal
conduct of business operations and in order to maintain these standards, the Company
encourages its directors and employees who have genuine concerns about suspected
misconduct to come forward and express these concerns without having fear of punishment or
unfair treatment.
This neither releases Directors and employees from their duty of confidentiality in the
course of their work nor can it be used as a route for raising grievousness about a
personal situation.
4. Applicability
It is applicable to all Employees and Directors of Mayur Floorings Limited.
5. Definitions
• Company means Mayur Floorings Limited.
• Policy means "Whistle Blower Policy/Vigil Mechanism Policy" as amended
from time to time.
• Employee means every employee of the Company whether it is permanent,
contractual or any other category (working in India or abroad), including the Directors of
the Company.
• Director means every Director of the Company, past or present.
• Audit Committee means the Audit Committee constituted by the Board of Directors
of the Company in accordance with Section 177 of the Companies Act, 2013 and read with
Clause 49 of the Listing Agreement with the Stock Exchanges.
• Protected Disclosure means any communication made in good faith that discloses
or demonstrates information that may evidence unethical or improper activity with respect
to the Company.
• Whistleblower means an Employee or Director making a Protected Disclosure under
this Policy.
6. Interpretation
The terms that have not been defined in this policy shall have the same meaning as
assigned to them under any code or policy of the Company or any other
rules/laws/acts/regulations as amended from time to time.
7. Communication
Vigil Mechanism policy in order to be effective should be properly communicated to the
Employees/Directors through email/ circular/notice board etc. The policy should also be
published on the Web site of the Company.
8. Access to Chairman of the Audit Committee
The Whistle Blower shall have the right to access directly or indirectly the Chairman
of the Audit Committee or the Vigilance Officer of the Company.
9. Procedure
All Protected Disclosures should be reported in writing by the complainant as soon as
possible, not later than 30 days after the Whistle Blower becomes aware of the same and it
should either be typed or written in a legible handwriting in English, Hindi or any other
regional language of the Whistle Blower.
All Protected Disclosures should be addressed to the Vigilance Officer of the Company
or to the Chairman of the Audit Committee. The contact details of the Vigilance Officer
and the Chairman of the Audit Committee are as under:
Vigilance Officer
Company Secretary Mayur Floorings Limited
4/5, Manama Compound, Nr. Ocirilicon, Bhandup (W), Mumbai 400078 Tel: 022-25964268,
9414102109
Chairman of the Audit Committee
Mr. Sandip Arvindbhai Kothari Mayur Floorings Limited
4/5, Manama Compound, Nr. Ocirilicon, Bhandup (W), Mumbai 400078 Tel: 022-25964268,
9414102109
The Protected Disclosure should be submitted under a covering letter signed by the
complainant in a closed and secured envelope and should be marked as "Protected
disclosure under the
Vigil Mechanism policy" or it can be sent through email with the subject
"Protected disclosure under the Vigil Mechanism policy".
If the complaint is not marked and closed as mentioned above, the protected disclosure
will be dealt with as if it is a normal disclosure. Also any anonymous compliant will not
be entertained.
In order to protect the identity of the complainant, the Vigilance Officer/Chairman of
the Audit Committee will not issue any acknowledgement to the complainant.
10. Investigation
All Protected Disclosures reported under this Policy will be thoroughly investigated by
the Vigilance Officer / Chairman of the Audit Committee of the Company, who will
investigate / oversee the investigations before referring the same to the Audit Committee.
The Audit Committee, if deems fit, may call for further information or particulars from
the complainant and at its discretion, consider involving any other/additional Officer of
the Company and/or Committee and/ or an outside agency for the purpose of investigation.
The identity of the person shall be kept confidential to the extent possible given the
legitimate needs of law and the investigation.
The investigation & analysis of the case and action that is to be taken may not be
communicated to the complainant.
The investigation shall be completed normally within 2 months of the receipt of the
protected disclosure and may be extendable by such period as the Audit Committee deems
fit.
11. Disciplinary Action Against Guilty
The penal/disciplinary actions which can be taken against the guilty are as follows:
• Counseling;
• Oral or Written warning;
• Suspension from work;
• Withholding of promotions/increments;
• Termination from employment;
• Legal Suit;
• Any other action as per the policy of the Company or
• Any other action as may be decided by the Vigilance Officer or the Chairman of
the Audit Committee.
12. Disqualification for False Allegation
While it is ensured that directors / employees who raise genuine concerns are accorded
complete protection against from any kind of unfair treatment, any abuse of this
protection will warrant disciplinary action.
Protection under this Policy would not mean protection from disciplinary action arising
out of false or bogus allegations made by directors / employees knowing it to be false or
bogus or with a mala fide intention.
Whistleblowers, who have made three or more Protected Disclosures, which have been
subsequently found to be mala fide, frivolous, baseless, malicious, or reported otherwise
than in good faith, will be disqualified from reporting further Protected Disclosures
under this Policy. Further, this policy may not be used as a defense by an employee
against whom an adverse personal action has been taken for any legitimate reasons or cause
under Company rules and policies.
13. Protection and Confidentiality
No unfair treatment, harassment or any adverse action shall be taken against a
Whistleblower, by virtue of his/her having reported a Protected Disclosure under this
Policy. The company will also try to keep the identity of the Whistleblower confidential
to the extent possible.
14. Decision
If an investigation leads to a conclusion that an improper or unethical act has been
committed, the Vigilance Officer of the Company/ Chairman of the Audit Committee shall
recommend to the management of the Company to take such disciplinary or corrective action
as the Vigilance Officer / Chairman of the Audit Committee deems fit.
15. Reporting
The Vigilance Officer shall submit a report on a regular basis to the Audit Committee
regarding, total number of disclosures received, nature of complaint, outcome of
investigation, actions recommended by the Vigilance Officer / Audit Committee and
implementation of the same.
16. Retention of Records
All protected Disclosures received in writing or any protected Disclosures documented
along with the results of investigation relating thereto, shall be retained and kept by
the Vigilance Officer or any other person as may be decided by the Company.
17. Amendment
The Company reserves its right to amend or modify this Policy in whole or in part, at
any time without assigning any reason whatsoever. However, no such amendment or
modification will be binding on the Directors/ Employees unless the same is informed tothe
Employees/Directors in writing.