Policies and Codes to be framed by Companies

S. No.

Name of

Policy/

Code

Requirement

Applica-bility

To be framed by

Disclosure

Committee

Board of Directors

Board

Report

Website

of

Company

1.

Corporate Social Responsibility (CSR)Policy

Sec.135 of CA, 2013*

Every company having net worth of Rs.500 crore or more OR turnover of Rs.1,000 crore or more OR a net profit of Rs. 5 crore or more during any financial year

(i) Board shall constitute CSR Committee of the Board which shall formulate & recommend to the Board, CSR Policy which shall indicate the activities to be undertaken by the company as per Schedule VII of the CA, 2013,, (ii) recommend the amount of expenditure to be incurred on the activities to be undertaken by the company and (iii) monitor CSR Policy of the company from time to time

Board of Directors shall: (i) Approve the Policy (ii) ensure that the activities as are included in CSR Policy are undertaken by the company

Disclose the contents of the CSR Policy as per the particulars specified in the Annexure to Companies (CSR Policy) Rules, 2014

The contents to be given in the Board Report shall be displayed on the website of the Company.

2.

Whistle Blower Policy – A Vigil mechanism for directors and employees to report genuine concerns or grievances about unethical behavior, actual or suspected fraud or violation of the company’s code of conduct or ethics policy

Sec.177(9)/177 (10) of CA, 2013 & Cl. 49.II.F./ Cl.49.III.D(18) of LA**

Every listed company and all companies which:

(i)accept deposits from the public;

(ii)have borrowed money from banks and public financial institutions in excess of Rs.50 Crores.

As the Audit Committee shall review the functioning of the Whistle Blower mechanism, the Policy can be routed through the Audit Committee.

Yes

Details of establishment of such mechanism to be disclosed

Details of establishment of such mechanism to be disclosed, if any.

3.#

(i) Policy for formal annual evaluation by the Board of its own performance, that of its committees and individual directors.

Sec.134(3)(p) of CA, 2013

• Nomination and Remuneration Committee (NRC) shall lay down criteria for performance evaluation of very director and shall carry out their evaluation [178(2) of CA, 2013] Further, as per Cl. 49.II.B.5/ Cl.49.IV.B.2/4 of LA, NRC shall lay down evaluation criteria for performance evaluation of Independent Directors and the Board.

• The performance evaluation of IDs shall be done by the entire Board (excluding the director being evaluated)[Schedule IV (VIII)(1) of CA, 2013]

• Independent Directors shall evaluate the performance of the Board and management

[Schedule IV(II) (2) of CA, 2013]

Listed companies & every other public company having such paid up capital as may be specified #

(#Not yet specified)

Listed companies and all Public companies having –

(i) paid up share capital of Rs.10 crores or more; OR (ii) turnover of Rs.100 crores or more OR (iii) which have, in aggregate, outstanding loans, debentures and deposits exceeding Rs.50 crores.

Board

The evaluation criteria as laid down by the Nomination and Remuneration Committee shall be disclosedin Annual Report only by listed companies.

–

4.

Risk Management Policy

of the company

Section 134(3)(n) of CA, 2013/ Cl.49.VI. of LA

All companies

Board of Directors of listed companies shall constitute a Risk Management Committee of the Board which shall frame and update risk management plan and policy and recommend to the Board. In other cases, Board shall formulate the policy.

Board

–

–

5.

Policy for determining ‘material’ subsidiaries of the Company

CL.49.V.D/E. of LA

Listed companies

–

Board

Provide a weblink in the Annual Report of the policy disclosed on the website of the company

Yes

6.

(i) Policy on materiality of related party transactions and

(ii) Policy on dealing with related party transactions

Cl.49.VII.C./ Cl.49.VIII.A.2. of LA

Listed companies

–

Board

Provide a weblink in the Annual Report of the policy on dealing with related Party Transactions disclosed on the website of the company

Disclose the policy on dealing with related party transactions on the website of the company.

7.

Code of Conduct for Directors and Senior Management.

Cl.49.II.E/ Cl.49.VIII.D.3.of LA

Listed companies

–

Board

Board members & senior management personnel shall confirm compliance with the code on an annual basis. The Annual Report shall contain a declaration to this effect signed by CEO.

Yes

8.

Code of Conduct for Prevention of Insider Trading for ‘designated employees’ which shall include:

(i) officers comprising the top three tiers of the company management;

(ii) the employees designated by the company to whom the trading restrictions shall

be applicable, keeping in mind the objectives of this code of conduct.

SEBI (Prohibition of Insider Trading) Regulations, 1992 [upto 14.05.2015]

Listed companies

–

Board

–

–

9.

Code of Practices and Procedures for fair disclosure of unpublished price sensitive information

SEBI (Prohibition of Insider Trading) Regulations, 2015[shall become effective w.e.f. 15.05.2015]

Listed companies

–

Board

–

Yes

10.

Code of Conduct to Regulate, Monitor and Report trading by Insiders

 SEBI (Prohibition of Insider Trading) Regulations, 2015 [shall become effective w.e.f. 15.05.2015]

Listed companies

–

Board

–

–

11.

Policy for Prevention of Sexual

Harassment at Workplace

Sexual Harassment of Women at Workplace

(Prevention, Prohibition

and Redressal) Act, 2013 read with Rules framed thereunder

All companies

Companies having more than 10 employees at any of their offices/ branches are required to constitute an Internal Complaint Committee

–

–

–

12.

Policy on Board diversity

Cl. 49.IV.B.3. of LA

Listed companies

Nomination & Remuneration Committee shall devise a Policy on Board diversity.

Board

–

–

13.

Policy on directors’ appointment and remuneration of the directors, key managerial personnel and other employees including criteria for determining

qualifications, positive attributes, independence of a director and other matters.

Section 134(3)(e)/178 (3) of CA, 2013 & Cl.49.IV.B.1 of LA

Every listed company and all Public companies having –

(i) paid up capital of Rs.10 crores or more; OR (ii) turnover of Rs.100 crores or more OR (iii) which have, in aggregate, outstanding loans or borrowings or debentures or deposits exceeding Rs.50 crores or more.

Board shall constitute the Nomination & Remuneration Committee, if applicable, which shall formulate a policy and recommend to the Board

Board

Disclose the remuneration policy

–

14.

Plans for orderly succession for appointments to the Board and to senior Management

Cl.49.II.D.6. of LA

Listed companies

–

–

–

–

15.

Device proper systems to ensure compliance with the provisions of all applicable laws to the company

Sec.134(5)(f) of CA,2013 & Cl. 49.II.D.3. of LA

All companies

–

–

However, Board shall periodically review compliance reports of all laws applicable to the company as well as steps taken by the company to rectify instances of non-compliances.

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