Policies

A. Policy
This Policy is formulated to:

(a) provide opportunity to Employees and Directors to report genuine concerns or grievances concerning Unethical and Improper Practice or Wrongful Conduct occurring within the Company,

(b) provide for adequate safeguards against victimization of Employees and Directors who report under the vigil mechanism,

(c) provide direct access, in certain cases, to the Director(s) nominated by Board of Directors or to the audit committee to oversee the vigil mechanism, and

(d) prohibit managerial personnel from taking any Adverse Action against those Employees. No Adverse Action shall be taken or recommended against an Employee or Director in retaliation to his disclosure in Good Faith of any Unethical and Improper Practice or Wrongful Conduct. This Policy protects such Employees or Directors from unfair termination and unfair prejudicial employment practices.

However, this Policy does not protect an Employee or Director from an Adverse Action that may arise due to circumstances unrelated to a disclosure made pursuant to this Policy.

B. Applicability

This Policy is an internal policy applicable to Employees and Directors of the Company.

C. Definitions
1. Adverse Action

An act or a decision or a failure to take appropriate action by management which may affect the Employment including but not limited to compensation, increment, promotion, job location, job profile, immunities, leaves and training or other privileges.

2. Wrongful Conduct

Wrongful Conduct shall include violation of law, infringement of Company's Code of Conduct or ethic policies, mismanagement, misappropriation of monies, actual or suspected fraud, substantial and specific danger to public health and safety or abuse of authority.

3. Audit Committee

Audit Committee shall mean a committee of Board of Directors of the Company constituted as such.

4. Director

Director means a director on the Board of Directors of the Company.

5. Employee

Employee means an employee on the rolls of the Company and appointed as such.

6. Good Faith

An Employee or Director shall be deemed to be communicating in 'Good Faith' if there is a reasonable basis for communication of genuine concerns or grievances concerning Unethical and Improper Practice or Wrongful Conduct.

Good Faith shall be deemed lacking when the Employee or Director does not have personal knowledge of the matter or makes a communication knowing it to be malicious, false or frivolous.

7. Managerial Personnel

Managerial Personnel means and includes all Employees at the grade of M3 and above, who have authority to make or materially influence significant personnel decisions.

8. Nominated Director

Nominated Director shall mean one or more Directors nominated by the Board of Directors of the Company, from time to time, to oversee the Whistle Blower Policy or Vigil Mechanism pursuant to the provisions of Companies Act, 2013 and rules made thereunder.

9. Policy or This Policy

Policy or This Policy means "Whistle Blower Policy" or "Vigil Mechanism".

10. Unethical and Improper Practice

Unethical and Improper Practice shall include-

  • a) An act which does not conform to approved standard of professional behaviour;
  • b) An act which leads to improper or unethical business practices/conduct;
  • c) Breach of etiquette or morally offensive behaviour, etc.
11. Vigil Officer

Vigil Officer means the head of "Internal Audit" function within the Company.

12. Whistle Blower

An Employee or Director of the Company who discloses in Good Faith any genuine concerns or grievances concerning Unethical and Improper Practice or Wrongful Conduct to the Vigil Officer in the manner provided in this Policy.

D. Guidelines
1. Internal Policy and Protection under Policy

This Policy is an internal policy on disclosure by Employees or Directors of any genuine concerns or grievances concerning Unethical and Improper Practice or Wrongful Conduct, providing access to the Nominated Director in case it involves any Employee below the level of Managerial Personnel and to the Audit Committee in case it involves any Managerial Personnel or a Director.

This Policy prohibits the Company to take any Adverse Action against its Employees or Directors for disclosing in Good Faith any genuine concerns or grievances concerning Unethical and Improper Practice or Wrongful Conduct to the Vigil Officer, Nominated Director or the Audit Committee. Any Employee or Director against whom any Adverse Action has been taken due to his disclosure of information under this Policy may approach the Nominated Director or the Audit Committee, as the case maybe.

2. False Allegation and Legitimate Employment Action

An Employee or Director who knowingly makes false or frivolous allegations of any concerns or grievances concerning Unethical and Improper Practice or Wrongful Conduct to the Nominated Director or Audit Committee, as the case may be, shall be subject to disciplinary action in accordance with Company's rules, policies and procedures. Further, this Policy may not be used as a defense by an Employee or Director against whom an Adverse Action has been taken for other legitimate reasons.

3. Disclosure and Maintenance of Confidentiality

An Employee or Director who observes or notices any genuine concerns or grievances concerning Unethical and Improper Practice or Wrongful Conduct in the Company may report the same to the Vigil Officer in writing.

Where the matter brought to the notice of the Vigil Officer pertains to any Employee below the level of a Managerial Personnel, the Vigil Officer shall forward such matter to the Nominated Director for further action under this Policy.

Where the matter brought to the notice of the Vigil Officer pertains to any Managerial Personnel or to any Director, the Vigil Officer shall forward such matter to the Audit Committee for further action under this Policy.

4. Reporting and Investigation Procedure

Any Employee or Director who observes any genuine concerns or grievances concerning Unethical and Improper Practice or Wrongful Conduct shall make a disclosure to the Vigil Officer as soon as possible but not later than 45 consecutive calendar days after becoming aware of the same.

The Vigil Officer shall immediately forward Whistle Blower Report to the Nominated Director or the Audit Committee, as the case maybe, based on criteria mentioned above. The Nominated Director or the Audit Committee, as the case maybe, shall have such report(s) investigated appropriately and expeditiously. For this purpose, the Nominated Director or the Audit Committee, as the case maybe, may appoint a senior executive or a committee of senior executives or other professionals to investigate into the matter and prescribe the scope and time limit for the same.

The persons designated to conduct the investigation shall have right to call for any information/document and examination of any Employee or Director of the Company or other person(s), as they may deem appropriate for the purpose of conducting investigation under this Policy.

A report shall be prepared after completion of investigation and submitted to the Nominated Director or the Audit Committee, as the case maybe.

After considering the report, if the Nominated Director or the Audit Committee is satisfied that the Unethical and Improper Practice or Wrongful Conduct existed or is in existence, then the Nominated Director or Audit Committee may:

a) recommend reprimand, take disciplinary action, impose penalty/punishment or order recovery when any Unethical and Improper Practice or Wrongful Conduct of any Employee or Director is proved.

b) recommend termination or suspension of any contract or arrangement or transaction vitiated by such Unethical and Improper Practice or Wrongful Conduct

c) recommend necessary legal action as may be appropriate in the circumstances

d) refer the matter for consideration and decision of the Board of Directors wherever necessary.

Instances of Adverse Action

The Nominated Director or the Audit Committee, as the case maybe, shall look into reported instances Adverse Action and if satisfied of the existence of any such action may order for remedies which may inter-alia include:

  • a) Order restraining continued violation of this Policy;
  • b) Order for compensation for lost wages, remuneration or any other benefits, etc.
  • c) Reinstatement of the Employee or Director to the same position or to an equivalent position;
  • d) Such other equitable remedy as it may deem fit

The decision of Nominated Director or the Audit Committee, as the case maybe, shall be final and binding.

The Vigil Officer shall, from time to time, place before the Audit Committee a summary of all matters reported directly to the Nominated Director under this Policy alongwith details of action taken thereon.

5. Notification

All departmental heads are expected to notify and communicate the existence and contents of this Policy to the Employees or Directors of their department.

6. Legal Remedies

Nothing contained in this Policy shall prejudice any right available to or prevent any person from seeking any legal remedy under any law for the time being in force.

This Nomination and Remuneration Policy is being formulated in compliance with Section 178 of the Companies Act, 2013, as amended from time to time. This policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Nomination and Remuneration Committee (NRC or the Committee) and has been approved by the Board of Directors.

Definitions

"Remuneration" means any money or its equivalent given or passed to any person for services rendered by him and includes perquisites as defined under the Income-tax Act, 1961;

"Key Managerial Personnel" means
  • i) Managing Director, or Chief Executive Officer or Manager and in their absence, a Whole-time Director;
  • ii) Chief Financial Officer;
  • iii) Company Secretary; and
  • iv) such other officer as may be prescribed.

"Senior Managerial Personnel" mean the personnel of the company who are members of its core management team excluding Board of Directors.

Objective

The objective of the policy is to ensure that

  • the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;
  • relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
  • remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.
Role of the Committee

The role of the NRC will be the following:

  • To formulate criteria for determining qualifications, positive attributes and independence of a Director.
  • To formulate criteria for evaluation of Independent Directors and the Board.
  • To identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down in this policy.
  • To carry out evaluation of Director's performance.
  • To recommend to the Board the appointment and removal of Directors and Senior Management.
  • To recommend to the Board policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management.
  • To devise a policy on Board diversity, composition, size.
  • Succession planning for replacing Key Executives and overseeing.
  • To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable.
  • To perform such other functions as may be necessary or appropriate for the performance of its duties.
Appointment and Removal of Director. Key Managerial Personnel and Senior Management

The role of the NRC will be the following:

  • a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend his / her appointment, as per Company's Policy.
  • b) A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has authority to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the position.
  • c) The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution.
TERM / TENURE

a) Managing Director/Whole-time Director:

The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Director or Executive Director for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

b) Independent Director:

An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.

No Independent Director shall hold office for more than two consecutive terms of upto maximum of 5 years each, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director.

Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director serves is restricted to seven listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Whole-time Director of a listed company or such other number as may be prescribed under the Act.

EVALUATION

The Committee shall carry out evaluation of performance of Director, KMP and Senior Management Personnel yearly or at such intervals as may be considered necessary.

REMOVAL

The Committee may recommend with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the Companies Act, 2013, rules and regulations and the policy of the Company.

RETIREMENT

The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

Policy for Remuneration to Directors/Kmp/Senior Management Personnel

1) Remuneration to Managing Director / Whole-time Directors:

  • a) The Remuneration/ Commission etc. to be paid to Managing Director / Whole-time Directors, etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force and the approvals obtained from the Members of the Company.
  • b) The Nomination and Remuneration Committee shall make such recommendations to the Board of Directors, as it may consider appropriate with regard to remuneration to Managing Director / Whole-time Directors.

2) Remuneration to Non- Executive / Independent Directors:

  • a) The Non-Executive / Independent Directors may receive sitting fees and such other remuneration as permissible under the provisions of Companies Act, 2013. The amount of sitting fees shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors.
  • b) All the remuneration of the Non- Executive / Independent Directors (excluding remuneration for attending meetings as prescribed under Section 197 (5) of the Companies Act, 2013) shall be subject to ceiling/ limits as provided under Companies Act, 2013 and rules made there under or any other enactment for the time being in force. The amount of such remuneration shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors or shareholders, as the case may be.
  • c) An Independent Director shall not be eligible to get Stock Options and also shall not be eligible to participate in any share based payment schemes of the Company.
  • Any remuneration paid to Non- Executive / Independent Directors for services rendered which are of professional in nature shall not be considered as part of the remuneration for the purposes of clause (b) above if the following conditions are satisfied:
    • i) The Services are rendered by such Director in his capacity as the professional; and
    • ii) In the opinion of the Committee, the director possesses the requisite qualification for the practice of that profession.
  • e) The Compensation Committee of the Company, constituted for the purpose of administering the Employee Stock Option/ Purchase Schemes, shall determine the stock options and other share based payments to be made to Directors (other than Independent Directors).

3) Remuneration to Key Managerial Personnel and Senior Management:

  • a) The remuneration to Key Managerial Personnel and Senior Management shall consist of fixed pay and incentive pay, in compliance with the provisions of the Companies Act, 2013 and in accordance with the Company's Policy.
  • b) The Fixed pay shall include monthly remuneration, employer's contribution to Provident Fund, contribution to pension fund, pension schemes, etc. as decided from to time.
  • c) The Incentive pay shall be decided based on the balance between performance of the Company and performance of the Key Managerial Personnel and Senior Management, to be decided annually or at such intervals as may be considered appropriate.
IMPLEMENTATION
  • The Committee may issue guidelines, procedures, formats, reporting mechanism and manuals in supplement and for better implementation of this policy as considered appropriate.
  • The Committee may Delegate any of its powers to one or more of its members.
Background

The Board of Directors of Lumino Industries Limited has constituted The Corporate Social Responsibility Committee in their meeting held on 09.10.2014 in compliance with Section 135 of the Companies Act, 2013 (“the Act”) read along with Schedule VII & the applicable rules thereto.

The present Corporate Social Responsibility (CSR) Policy (“the policy”) is in compliance with Section 135(3) of the Act read along with the Companies (Corporate Social Responsibility Policy) Rules, 2013 (“the rules).

CSR Policy Objective

Corporate Social Responsibility is a form of corporate self regulation integrated into a business model. Therefore, the policy will function as a built-in, self regulating mechanism whereby the business will monitor and ensure its active compliance with the spirit of law, ethical standards and international norms.

Corporate Social Responsibility Committee ("CSR Committee")

  • Composition: 3 or more directors, out of which at least one director shall be an Independent Director.
  • Quorum: one-third of its total strength or two members, whichever is higher.
  • Sitting Fee: The Sitting Fees for attending the meeting shall be determined from time to time by the Board of Directors.
  • Role of CSR Committee: as per terms of reference approved by the board.

The Board of Directors shall, after taking into account the recommendations made by the CSR committee, approve the CSR policy for the company and disclose its contents in their report and also publish the details on the Company's website, if any, in such manner laid down in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The Board of Directors shall endeavor that the Company spends 2% of the average net profits of the Company made during the 3 immediately preceding financial years in pursuance of its CSR Policy.

List of Activities

The Company shall undertake any of the activities or such other activities as may be notified by the Ministry of Corporate Affairs from time to time as a part of the Corporate Social Responsibility ("CSR") as per Schedule VII of the Act, 2013 as amended from time to time and approved by the Committee.

CSR Budget
  • a) For achieving its CSR objectives through implementation of meaningful & sustainable CSR activities, the Company will allocate 2% of its average net profits made during the 3 immediately preceding financial years as its Annual CSR Budget.
  • b) Any surplus arising and / or additional revenue generated out of CSR Activities undertaken by the Company shall not form part of the business profit of the Company and same shall be spent for undertaking any CSR Activities only.
  • c) Any unspent / unutilized CSR allocation of a particular year, will be carried forward to the following year, that is, the CSR Budget will be non-lapsable in nature.
Implementation of CSR Activities

The Company may undertake CSR Activities through a registered trust or society or any Company, established by the Company for non- profit objective. Where such Trust or Society or Company is not established by the company or its holding or subsidiary or associate company, the Board shall ensure that the entity has an established track record of three years in undertaking similar activities.

General:

In case of any doubt with regard to any provision of the policy and also in respect of matters not covered herein, a reference to be made to CSR Committee. In all such matters, the interpretation & decision of the Committee shall be final.

The CSR Committee reserves the right to modify, add, or amend any of provisions of this Policy subject to approval of the Board.