policy

Vigil Mechanism / Whistle Blower Policy

Preamble:

The Vigil Mechanism/Whistle Blower Policy (‘Policy’) is applicable to all the Directors, Employees, Vendors and Customers of the Company.

A “Whistle Blower” is a person, making any communication in good faith, under this Policy, that discloses or demonstrates information relating to the Company, that may provide evidence of unethical or improper activity.

The Vigil Mechanism/Whistle Blower Policy was originally adopted by the Board of Directors in their Meeting held on 14.11.2015.

Objectives:

The main objectives of the Policy are as follows –

• To protect the brand, reputation and assets of the Company from loss or damage resulting from suspected or confirmed incidents of fraud or misconduct.
• To provide guidance to Employees, Vendors and Customers on reporting any suspicious activity and handling critical information and evidence.
• To provide healthy and fraud free work culture.

Securities and Exchange Board of India,  vide notification dated 31st December, 2018 has amended the SEBI (Prohibition of Insider Trading) Regulations 2015 and has directed that the Whistle Blower / Vigil Mechanism policy, formulated by the Board of Directors shall make employees aware of such policy, to enable employees to report instances of leak of unpublished price sensitive information.

Accordingly, the following point has been added to the main objectives of the Policy:

• To enable the employees to report instances of leak of unpublished price sensitive information.

Procedure :

The Audit Committee is committed to ensure fraud free work environment and all the Employees, Vendors and Customers can report any suspected or confirmed incident of fraud/misconduct through the following reporting protocols:

Phone:-020-40773433 Email ID: sachin.mohite@pudumjee.com

Written communication should be addressed to Mr. Sachin Mohite, Chartered Accountant who is Independent Internal Auditor at C/o Pudumjee Paper Products Limited, Thergaon, Pune-411 033.

In order to instill more confidence amongst Whistle Blowers, the above reporting protocol is managed by Independent Internal Auditor of the Company – Mr. Sachin Mohite, Chartered Accountant.

The Audit Committee and Chief Internal Auditor, Mr. Sachin Mohite of the Company are responsible for the following:

• Implementation of the Policy and spreading awareness amongst Employees.
• Review all reported cases of suspected fraud/misconduct.
• Order investigation if necessary of any case either through internal audit or through external agency.
• Recommend to the management for taking appropriate actions such as disciplinary action, termination of service, changes in policy and procedure and review of internal control system.

The Chief Internal Auditor functions independently and reports to the Audit Committee.

The Company may amend or modify this policy in whole or in part, at any time without assigning any reason whatsoever. This modified policy will be binding on the parties from and with effect of the date of the approval of the Board of Directors.

The Board of Directors of Company have approved and adopted this revised Policy on 27^th March, 2019.

The Company’s remuneration policy is based on the success and performance of the individual employee and the Company. Through, its compensation policy, the Company endeavours to attract, retain, develop and motivate a high performance workforce. The Company follows a compensation mix or fixed pay, variable and fixed allowances, benefits and bonuses etc.. Individual performance pay is determined by business performance and the performance of the
individuals measured through the annual appraisal process.

The Company pays remuneration by way of salary (fixed component), benefits, perquisites and allowances (variable component) to its Managing Directors and the executive directors. Periodical increases, if any, are decided by the Remuneration Committee and Board subject to the approval by the members and are effective from April 1 each year. The Remuneration Committee decides on the commission if any payable to Executive Chairman out of profits for the financial year and within the ceiling prescribed by the Companies Act based on the performance of the Company as well as that of the incumbent.

The Company pays sitting fees of Rs. 50,000 per meeting or as may be fixed from time to time to its Directors for attending the meetings of the Board and Rs. 25,000/10,000/5,000 for meetings of the Committee of the Board. The Company also reimburses the out of pocket expenses incurred by the Directors for attending the meetings.