The directors of Archidply Industries Limited (“Company”) adopt this Code of Conduct (the “Directors’ Code”) to assist directors and senior management in fulfilling their duties to the Company. The directors are entrusted with responsibility to oversee management of the business and affairs of the Company. As the Company’s policy-makers, the directors set the standard of conduct for all directors, officers and employees.The Company has a long-standing commitment to compliance with applicable laws and regulations and to operating in accordance with the highest standards of business conduct. In many instances, the Directors’ Code’s guidelines and standards go beyond the requirements of applicable law.
Guidelines for Conduct
Each director should seek to use due care in the performance of his/her duties, be loyal to the Company and act in good faith and in a manner the director reasonably believes to be in or not opposed to the best interests of the Company. A director should:1. use reasonable efforts to attend Board and committee meetings regularly;2. dedicate sufficient time, energy and attention to the Company to ensure diligent performance of his/her duties, including preparing for meetings and decision-making by reviewing in advance any materials distributed and making reasonable inquiries;3. be aware of and seek to fulfill his or her duties and responsibilities as set forth in the Company’s Memorandum of Association, Articles of Association and Corporate Governance guidelines; and4. Seek to comply with all applicable laws, regulations, confidentiality obligations and Corporate Policies.
Corporate Business Opportunities
Except as described elsewhere herein, a director may engage in business so long as he/she does not pre-empt or seize a corporate business opportunity. A corporate business opportunity is (1) an opportunity in the Company’s line of business or proposed expansion or diversification, (2) which the Company is financially able to undertake and (3) which may be of interest to the Company. A director who learns of such a corporate business opportunity and who wishes to participate in it should disclose the opportunity to the Board of Directors. If the Board of Directors determines that the Company does not have an actual or expected interest in the opportunity, then, and only then, may the director participate in it, provided that the director has not wrongfully utilized the Company’s resources in order to acquire the opportunity.
Conflicts of Interest
Directors and Senior Management Teams are expected to dedicate their best efforts to advancing the Company’s interests and to make decisions that affect the Company based on the Company’s best interests and independent of outside influences.
A conflict of interest occurs when one’s private interests interfere in any way, or even appear to interfere, with the interests of the Company. A conflict situation can arise when a director takes actions or has interests that make it difficult to perform his/her duties for the Company objectively and effectively. A director’s obligation to conduct the Company’s business in an honest and ethical manner includes the ethical handling of actual or apparent conflicts of interest between personal and business relationshipsFollowing are some common examples that illustrate actual or potential conflicts of interest:
Owning an interest in a company that competes with or does business with the Company;
Participating in a joint venture, partnership or other business arrangement with the Company; and
Employment with or serving as a director of a competitor, customer or supplier of the Company.
A director or senior manager who has an actual or potential conflict of interest, including any of the situations described above, must disclose to the Board (1) the existence and nature of the actual or potential conflict of interest and (2) all facts known to him/her regarding the transaction that may be material to a judgment about whether to proceed with the transaction. The director or senior manager may proceed with the transaction only after receiving approval from the Board.
A director may not obtain any loan from the Company.
Gifts and Entertainment
When acting on behalf of the Company, directors or senior manager should never request gifts, entertainment or any other business courtesies from people doing business with the Company (including suppliers, customers, competitors, contractors and consultants).
Unsolicited gifts are permissible if they are customary and commonly accepted business courtesies; not excessive in value; and given and accepted without an express or implied understanding that the director is in any way obligated by acceptance of the gift. Gifts with a value of over Rs. 10,000/- should only be accepted with the approval of the Audit Committee. Meals in the ordinary course of business and infrequent meals and entertainment, such as cultural or sporting events, that are attended by both the director and the donee are not considered gifts.
Gifts of cash or cash equivalents (including gift certificates, securities, below-market loans, etc.) in any amount are prohibited.
Directors and senior managers have a responsibility to safeguard and properly use Company assets and resources, as well as assets of other organizations that have been entrusted to the Company. Except as specifically authorized, Company assets, including Company equipment, materials, resources and proprietary information, must be used for Company business purposes only.
Directors and senior managers shall maintain the confidentiality of information entrusted to them by the Company. The Company’s confidential and proprietary information shall not be inappropriately disclosed or used for the personal gain or advantage of the director or anyone other than the Company.
Directors and senior managers should endeavor to deal fairly with the Company’s Customers, Suppliers, Competitors and Employees and should never take unfair advantage of others through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice.
Compliance with Laws and Regulations
The Company is committed to compliance with those acts, rules and regulations that govern the conduct of our business.
It is Company policy to make full, fair, accurate, timely and understandable disclosure in compliance with all applicable laws and regulations in all reports and documents that the Company files with, or submits to, the Securities and Exchange Board of India, the Stock Exchange, Registrar of Companies and in all other public communications made by the Company. Directors must abide by applicable Company policies and procedures designed to promote compliance with this policy.
Declarations to the Board
A Board Member shall not take membership of more than such number of committees or act as Chairman of more than such number of committees across all companies as is prescribed under applicable law or provisions of Listing Agreement with Stock Exchanges. Every Board Member shall inform the Board of all such membership at the beginning of each financial year and also of every change as and when they take place.The Board Members and the Senior Management team shall inform their equity holding in the company and any changes that may take place and shall not indulge in any trading of the securities of the company which would come within the purview of the Company’s Insider Trading Regulations. In case of any agreement or contract which is or shall be entered into by and between two corporate entities, in which a Director is interested, the Director shall forthwith draw the attention of the Board about the fact and shall not participate in the deliberations nor vote on the resolution relating to the same.
Directors and senior management personnel are prohibited by Company policy and the law from buying or selling securities of the Company when in possession of material Unpublished Price Sensitive Information. Passing such information on to someone who may buy or sell securities (tipping) is also illegal. The prohibition applies to Companies securities and to securities of other companies if you learn material Unpublished Price Sensitive Information about other companies, such as the Company’s customers or suppliers, in the course of duties for the Company. Directors are subject to additional requirements relating to reporting and effecting transactions in Company securities.
While the Company competes vigorously and creatively in its business activities, its efforts in the marketplace must be conducted in accordance with all applicable Competition Act and Regulations. Directors should not engage in any activity in violation of applicable Competition Act.
The Company conducts its international business activities in compliance with applicable Anti-Corruption Act of the India and the laws of all other countries in which the Company conducts business. The Anti-Corruption Act prohibits the Company and its officers, employees and agents from giving or offering to give money or anything of value to a foreign official, a foreign political party, a party official or a candidate for political office in order to influence official acts or decisions of that person or entity, to obtain or retain business, or to secure any improper advantage. Directors and Senior Manager Personnel should not engage in any activity that might involve the Company in a violation of the Anti-Corruption Act.
Interacting with Government
The various branches and levels of government have different laws restricting gifts, including meals, entertainment, transportation and lodging that may be provided to Government Officials and Government Employees. Directors and Senior Management Personnel’s should not offer to or pay for meals, travel, lodging or any other expenses for Government Officials in connection with the Company or Company business without first consulting with the Legal Counsel.
The Company will not make political contributions from corporate resources to any political party, candidate or holder of public office, or political committee in violation of section 293A of the Companies Act, 1956. This includes monetary contributions as well as in-kind contributions (such as the use of corporate property, personnel services or facilities).
Directors may not cause the Company to make contribution to any political party or for any political contribution without the prior approval of the Board. Company directors must comply with applicable laws and Company policy with respect to causing the Company to make political contributions. Directors may not make personal political contributions on behalf of, or in the name of, the Company. Directors will not be reimbursed or otherwise compensated for any personal political contribution.
Suspected violations of this Code must be reported to the Chairman of the Board or the Chairman of the Audit Committee. All reported violations will be appropriately investigated. Directors who violate this Code may be subject to sanctions, up to and including a request to resign as Director or the Board’s seeking removal of the Director, where permitted by applicable law.
A director charged with a violation of this Directors’ Code should not participate in a vote of the Committee or the Board concerning his/her alleged violation, but may be present at a meeting of the Board or Committee convened for that purpose.
Any waiver of this Directors’ Code must be approved by the Board of Directors and publicly disclosed as required by law or regulation.
No Rights Created
This Directors’ Code sets forth guidelines for conduct for the Board of Directors and Senior Management Team. It is not intended to and does not create any rights in any director, officer, employee, client, supplier, competitor, shareholder or any other person or entity.
Adoption and Commencement
This Code of Conduct was adopted by the Board of Directors by a Resolution dated 3rd September, 2007 and shall be deemed to have come into force with immediate effect.
Code of Conduct for Employees
Archidply employees expect their company and their fellow employees to uphold the highest ethical standards. Since the tone for any organization is set at the top, employees should feel proud that Archidply’s management tone is one of uncompromising integrity. This Code of Conduct (the “Code”) applies to all employees of Archidply Industreis Limited and its subsidiaries, present and future. Archidply expects all employees, at all levels and at all times, to comply with their legal and ethical obligations and with this Code. Further, employees who engage consultants, independent contractors and temporary employees must monitor their work for Archidply so that they act in a manner consistent with the principles in this Code. Archidply regards any violation of this Code as a serious matter. A breach can put the Company, its employees, and its products or services at substantial risk. Every employee is accountable for his or her own behavior. Anyone who violates the policies described in this Code of Conduct will be subject to disciplinary action up to and including termination of employment.
What Is the Code For?
The Archidply Code of Conduct is the cornerstone of our commitment to integrity. It provides an introduction to important laws and policies that everyone working for or representing Archidply must follow. The Code is designed to help each of us understand and follow the basic compliance and integrity rules that apply to our jobs. It also helps us determine when to ask for advice, and where to seek it.
Financial Reporting and Records
Archidply shall prepare and maintain its accounts fairly and accurately in accordance with the accounting and financial reporting standards that represent the generally accepted guidelines, principles, standards, laws and regulations of the country in which the company conducts its business affairs. Internal accounting and audit procedures shall fairly and accurately reflect all of the company’s business transactions and disposition of assets. All required information shall be accessible to company auditors and other authorised parties and government agencies. There shall be no willful omissions of any company transactions from the books and records, no advance income recognition and no hidden bank account and funds. Any willful material misrepresentation of and/or misinformation on the financial accounts and reports shall be regarded as a violation of the code, apart from inviting appropriate civil or criminal action under the relevant laws.
Archidply shall fully strive for the establishment and support of a competitive open market economy in India and abroad and shall cooperate in the efforts to promote the progressive and judicious liberalisation of trade and investment by a country. Specifically, Archidply shall not engage in activities, which generate or support the formation of monopolies, dominant market positions, cartels and similar unfair trade practices. Archidply shall market its products and services on its own merits and shall not make unfair and misleading statements about competitors’ products and services. Any collection of competitive information shall be made only in the normal course of business and shall be obtained only through legally permitted sources and means.
Equal Opportunities Employer
Archidply shall provide equal opportunities to all its employees and all qualified applicants for employment, without regard to their race, caste, religion, colour, ancestry, marital status, sex, age, nationality, disability and veteran status. Employees of Archidply shall be treated with dignity and in accordance with the Company policy to maintain a work environment free of sexual harassment, whether physical, verbal or psychological. Employee policies and practices shall be administered in a manner that would ensure that in all matters equal opportunity is provided to those eligible and the decisions are merit-based.
Gifts and Donations
Archidply and its employees shall neither receive nor offer or make, directly or indirectly, any illegal payments, remuneration, gifts, donations or comparable benefits that are intended to, or perceived to obtain business or uncompetitive favours for the conduct of its business. However, Archidply and its employees may accept and offer nominal gifts which are customarily given and are of commemorative nature for special events.
Archidply and its employees shall not offer or give any company funds or property as donation to any government agencies or their representatives, directly or through intermediaries, in order to obtain any favorable performance of official duties.
Archidply shall be committed to and support a functioning democratic constitution and system with a transparent and fair electoral system in India. Archidply shall not support directly or indirectly any specific political party or candidate for political office. The company shall not offer or give any company funds or property as donations, directly or indirectly, to any specific political party, candidate or campaign.
Health, Safety and Environment
Archidply shall strive to provide a safe and healthy working environment and comply, in the conduct of its business affairs, with all regulations regarding the preservation of the environment of the territory it operates in. Archidply shall be committed to prevent the wasteful use of natural resources and minimize any hazardous impact of the development, production, use and disposal of any of its products and services on the ecological environment.
Quality of Products and Services
Archidply shall be committed to supply goods and services of the highest quality standards backed by efficient after-sales service consistent with the requirements of the customers to ensure their total satisfaction. The Company continuously strive to improve the quality standards of its’ goods and services and meet the required standards set by the national and international agencies.
Archidply shall be committed to be a good corporate citizen not only in compliance with all relevant laws and regulations but also by actively assisting in the improvement of the quality of life of the people in the communities in which it operates with the objective of making them self-reliant. Such social responsibility would comprise: to initiate and support community initiatives in the field of environment, community health and family welfare, water management, vocational training, education and literacy, and encourage application of modern scientific and managerial techniques and expertise. This will be reviewed periodically in consonance with national and regional priorities. The company would also not treat these activities as optional ones, but would strive to incorporate them as an integral part of its business plan. The company would also encourage volunteering amongst its employees and help them to work in the communities. Archidply are encouraged to develop social accounting systems and to carry out social audit of their operations.
Cooperation of Subsidiary Companies
Archidply shall cooperate with other subsidiary companies by sharing physical, human and management resources as long as this does not adversely affect its business interests and shareholder value. In the procurement of products and services, Archidply shall give preference to subsidiary companies as long as it can provide these on competitive terms relative to third parties.
Public Representation of the Company and the Group
Archidply honours the information requirements of the public and its stakeholders. In all its public appearances, with respect to disclosing company and business information to public constituencies such as the media, the financial community, employees and shareholders, Archidply Group shall be represented only by specifically authorised directors and employees. It will be the sole responsibility of these authorised representatives to disclose information on the company.
Parties that have business dealings with Archidply but are not members of the group such as consultants, agents, distributors, dealers, contractors, suppliers, etc. shall not be authorized to represent Archidply if their business conduct and ethics are known to be inconsistent with the code.
Use of the Archidply Brand
The use of the Archidply name and trademark owned by Archidply Industries Limited, shall be governed by manuals, codes and agreements issued by Archidply Industries Limited.
Archidply shall recommend to its board of directors the adoption of policies and guidelines periodically formulated by the Company.
Archidply shall be committed to enhance shareholder value and comply with all regulations and laws that govern shareholders’ rights. The board of directors of Archidply industries Limited shall duly and fairly inform its shareholders about all relevant aspects of the company’s business and disclose such information in accordance with the respective regulations and agreements.
Every employee of Archidply, which shall include whole-time directors and the managing director, shall deal on behalf of the company with professionalism, honesty, integrity as well as high moral and ethical standards. Such conduct shall be fair and transparent and be perceived to be such by third parties. Every employee shall be responsible for the implementation of and compliance with the code in his/her professional environment. Failure to adhere to the code could attract the most severe consequences including termination of employment.
Every employee of Archidply shall, in his business conduct, comply with all applicable laws and regulations, both in letter and in spirit, in all the territories in which he operates. If the ethical and professional standards set out in the applicable laws and regulations are below that of the code, then the standards of the code shall prevail.
An employee of Archidply shall not, without the prior approval of the managing director of the company, accept employment or a position of responsibility (such as a consultant or a director) with any other company, nor provide “freelance” services to anyone. In the case of a whole-time director or the managing director, such prior approval must be obtained from the board of directors of the company.
Conflict of interest
An employee of Archidply shall not engage in any business, relationship or activity, which might detrimentally conflict with the interest of his company or the Group. A conflict of interest, actual or potential, may arise where, directly or indirectly,
An employee of Archidply engages in a business, relationship or activity with anyone who is party to a transaction with his company,
An employee is in a position to derive a personal benefit or a benefit to any of his relatives by making or influencing decisions relating to any transaction, and
an independent judgment of the company’s or group’s best interest cannot be exercised. The main areas of such actual or potential conflicts of interest would include the following:
Financial interest of an employee of Archidply or his relatives including the holding of an investment in the subscribed share capital of any company or a share in any firm which is an actual or potential competitor, supplier, customer, distributor, joint venture or other alliance partner of the Archidply Industires Limited. (The ownership of upto 1% of the subscribed share capital of a publicly held company shall not ordinarily constitute a financial interest for this purpose.)
An employee of Archidply conducting business on behalf of his company or being in a position to influence a decision with regard to his company’s business with a supplier or customer of which his relative is a principal, officer or representative, resulting in a benefit to him or his relative.
Acceptance of gifts, donations, hospitality and/or entertainment beyond the customary level from existing or potential suppliers, customers or other third parties which have business dealings with the company. Notwithstanding that such or other instances of conflict of interest exist due to any historical reasons, adequate and full disclosure by the interested employees should be made to the company’s management. It is also incumbent upon every employee to make a full disclosure of any interest which the employee or the employee’s immediate family, which would include parents, spouse and children, may have in a company or firm which is a supplier, customer, distributor of or has other business dealings with his company. Every employee who is required to make a disclosure as mentioned above shall do so, in writing, to his immediate superior who shall forward the information along with his comments to the person designated for this purpose by the MD/CEO who in turn will place it before the MD/CEO and/or the board of directors/executive committee appointed by the board and, upon a decision being taken in the matter, the employee concerned will be required to take necessary action as advised to resolve/avoid the conflict. If an employee fails to make a disclosure as required herein and the management of its own accord becomes aware of an instance of conflict of interest that ought to have been disclosed by the employee, the management would take a serious view of the matter and consider suitable disciplinary action against the employee.
Code for Independent Directors
Guidelines for professional conduct:
To uphold ethical standards of integrity and probity;
To act objectively and constructively while exercising his duties;
To exercise his responsibility in a bonafide manner in the interest of the company;
To devote sufficient time to his professional obligations for informed and balanced decision making;
To avoid abusing his position to the detriment of the company and refrain from any action that would lead to the loss of his independence;
To assist the company in ensuring best corporate governance practices.
Functions of Independent Directors
To bring an independent judgment on issues of strategy, performance, risk management, resources, key appointments and standards of conduct;
To scrutinize the performance of management in meeting agreed goals and objectives;
To safeguard the interests of all stakeholders, esp. minority shareholders;
To balance the conflicting interests of all stakeholders;
To moderate and arbitrate in the interest of the company as a whole.
Duties of Independent Directors
To undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the company;
To strive to attend all meetings of the Board of Directors and of the Board Committees of which he is a member;
To keep themselves well informed about the company and the external environment under which it operates;
To ensure adequate deliberations are held before approving related party transactions and assure that the same are in the interest of the company;
To report concerns about unethical behavior, actual or suspected fraud of the company’s code of conduct;
Not to disclose confidential information including commercial secrets, technologies, advertising and sales promotion plans etc. unless such disclosure is approved by Board or by law.
Securities Transactions and Confidential Information/ Insider Trading
An employee of Archidply and his immediate family shall not derive any benefit or assist others to derive any benefit from the access to and possession of information about the company or the group which is not in the public domain and thus constitutes insider information. An employee of Archidply shall not use or proliferate information which is not available to the investing public and which therefore constitutes insider information for making or giving advice on investment decisions on the securities of the company on which such insider information has been obtained.
Such insider information might include the following:
Acquisition and divestiture of businesses or business units
Financial information such as profits, earnings and dividends
Announcement of new product introductions or developments
Major supply and delivery agreements
An employee shall comply by the Insider Trading Code of conduct adopted by the company under The SEBI (Prohibition of Insider Trading) Regulations, 1992 as amended from time to time.
Protecting Company Assets
The assets of Archidply should not be misused but employed for the purpose of conducting the business for which they are duly authorised. These include tangible assets such as equipment and machinery, systems, facilities, materials, resources as well as intangible assets such as proprietary information, relationships with customers and suppliers, etc.
An employee of Archidply shall, in his private life, be free to pursue an active role in civic or political affairs as long as it does not adversely affect the business or interests of the company or the group.
Integrity of Data Furnished
Every employee of Archidply shall ensure, at all times, the integrity of data or information furnished by him to the company.
Every employee of Archidply shall promptly report to the management any actual or possible violation of the code or an event he becomes aware of that could affect the business or reputation of his or Archidply.
Disclosure under Clause 53 of Listing Agreement with Stock exchanges
In terms of Clause 53 of Listing Agreement, please note that company had executed an agreement with Digicliff Solution Private Limited on 24th March, 2015 to undertake the assignment to digital marketing of brand.
The Agreement shall remain in force until specifically terminated.
It is hereby confirmed that:
Neither the above Company nor any of its associates have any shareholding in the Company.
The above said Agreement does not contain any clause, by virtue of which, the above mentioned Company:
Can appoint any nominee Director on the Board of the Company; or
Can exercise any management control; or
Have any potential conflict of interest arising out of such agreements.
Except as provide herein above, the Company has not entered into any other back to back treaties / contract / agreements / MOUs similar instruments with media companies and/or their associates for the purpose of advertising, publicity, etc
Building a business and establishing it in a competitive market successfully is a laborious task! But creating the eco-friendly products and manufacturing them is what’s more cumbersome. Countless businesses have emerged in the past few years with a set of product manufacturing factories. And nearly 89% of all are not aware of the fact that the harmful emissions and by-products resulting from the manufacturing units degrade the healthy environment and atmosphere.
That’s not the case with us! At Archidply, we keep a complete track on our manufacturing units and products designed to make sure that it doesn’t degrade the natural resources and atmosphere. The process of wood formation and plywood manufacturing involves formaldehyde which is responsible for dangerous emissions. We manufacture plywood and laminate which has low formaldehyde emission, thereby making it a completely safe and healthy product. Therefore, we devise an effective plan of actions to manage such challenges in sustainable development. And this plan is followed at all our manufacturing units for developing the eco-friendly products, making Archidply the 1st company in India to bring Eco-friendly products and give a healthy environment to its customers.
All the technologies, systems, procedures and other business practices are done keeping the security and sustainable development of our environment.
Familiarization Programme for Independent Directors
Pursuant to Regulation 25 (7) of SEBI (LODR) Regulation, 2015 the Company to familiarize the Independent Directors with the Company, their roles, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. through various programmes.
The programme aims to provide insight into the Company to enable the Independent Directors to understand its business and operations in depth and contribute significantly to the growth of the Company.
The above programmes will be conducted for new and continuing Independent Directors of the Company.
The Company shall through its Managing Director/Whole time Director/Senior Managerial Personnel conduct programmes/presentations periodically to familiarize the Independent Directors with the strategy, business and operations of the Company.
Such programmes / presentation will provide an opportunity to the Independent Directors to interact with the senior leadership team of the Company and help them to understand the Company’s strategy, business model, operations, services and product offerings, organization structure, finance, sales and marketing, human resources, technology, quality of products, facilities and risk management and such other areas as may arise from time to time.
The above programme will also include the familiarization on statutory compliances as a Board member including their roles, rights and responsibilities.
The Company may also circulate news and articles related to the industry from time to time and may provide specific regulatory updates.
Programme and Disclosure
Familiarization Programme will be conducted on “need-basis” during the year.
The Programme shall be uploaded on the Company’s website for public information and a web link for the same shall also be provided in the Annual Report of the Company as required under the Listing Agreement.
Review / Amendment of the Programme
The Board of Directors will review / amend this programme and make changes as and when it deems necessary.
Familiarisation Programme for Independent Directors during the Year
The purpose for Familiarisation Programme for Independent Director is to make them aware of the business of the Company and to provide a platform to interact with Business & Functional Heads of the Company.
Chairman & Managing Director/ Senior Managerial Personnel through presentations at the Board Meetings familiarise the Independent Directors with the strategy, operations and functions of the Company. Such presentations by Senior Management help the Independent Directors to understand the Company’s strategy, business model, operations, services and product offerings, market, competition, organization structure, risk analysis and such other areas as may be necessary and it also helps them in taking informed decision and contribute significantly to the growth of the Company.
The Independent Directors are made aware of their roles, rights and responsibilities at the time of their appointment/ re-appointment through a formal letter of appointment which stipulates the various terms and conditions of their engagement.
During the year, the business heads from all the departments of the Company have made detailed presentation on the performance of their operational area and steps taken to grow their business unit.
The Independent Directors have attended in total 5 hours at the familiarisation programmes organised for them.
All efforts are made to provide insights into the Company and the business environment to enable Directors to be updated on new challenges, risks and opportunities relevant to the Company and to lend perspective to the strategic direction of the Company. This includes periodic interactive ses-sions organized by the Company for Board members with external domain experts.
At various Board meetings during the year, presentations are made to the Directors on environ-ment issues, CSR and sustainability related matters, accounting policies and changes therein, changes in the regulatory scenario and global trends, Internal Audit, Risk related and investor relat-ed issues and outcome.
Quarterly presentations are made to the Board providing business and performance
Summary of Familiarisation programme of Directors
Total number of hours spent on famliarisation in FY22 – Approx. 5 hours (including specific items at Board meetings)
Cumulative hours spent on familiarisation till date (from 1st October, 2020) – Approx. 15 hours
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Regulations”) requires every Listed Company to disclose events or information which, in the opinion of the Board of Directors (“Board”) of a Company are material.
In this context, the following policy has been framed by the Board of Directors (“Board”) of Archidply Industries Limited (“company”) at its meeting held on 11TH February 2016 with the objective of determining materiality of events.
It has been mandated by SEBI under Regulation 30 of the Regulations to disclose all deemed material events to the Stock Exchange/s. These events have been specified in Para A of Part A of Schedule III of the Regulations and this company will disclose those as applicable from time to time.
The following criteria shall be considered by the Board, for disclosure of certain events (as specified in Para B of Part A of Schedule III), to the Stock Exchanges for determining whether the events are material or not:-
Where the omission of an event or information is likely to result in:
Discontinuity or alteration of event or information already available publicly or
a significant market reaction if the said omission came to light at a later date.
Where it would be difficult to report the events based on qualitative criteria as stated in points a) and b) above, the same may be considered material for disclosure, upon meeting materiality thresholds as mentioned herein below.
This Policy shall also apply to the events to which neither Para A or Para B of Part A of Schedule III applies but have a material effect on the company.
Materiality must be determined on a case to case basis depending on specific facts and circumstances relating to the information/event.
The qualitative (as stated in points a and b above) and quantitative criteria shall apply to events specified in Para B of Part A of Schedule III of the SEBI Regulations only.
The following will be the materiality criteria:
Any of the events specified below would be considered material if the impact thereof exceeds 10% of either the Consolidated Net Income, or Consolidated Profit Before Tax, or Consolidated Net Worth:
Commencement or any postponement in the date of commencement of commercial production or commercial operations of any unit/pision.
Capacity Addition, or Product Launch.
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/pision – either on whole, or on piecemeal basis.
Awarding, bagging/receiving, amendment or termination of awarded/bagged orders/contracts not in the normal course of business.
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.
Disruption of operations of any one or more units or pision of the Company due to natural calamity (earthquake, flood, fire, etc.), force majeure or events such as strikes, lockouts, etc.
Effect/s arising out of change/s in the regulatory framework applicable to this company.
Litigation(s) / dispute(s) / regulatory action(s) and granting, withdrawal, surrender, cancellation or suspension of key licenses or regulatory approvals with the above-mentioned impact.
The above thresholds shall be determined on the basis of the last Audited Annual Consolidated Financial Statements of the Company.
The following events shall be considered material subject to the application of the guidelines as mentioned in the respective cases:
In case of Frauds/ defaults, etc. by directors, any key managerial personnel, or any employee/s of the Company involving financial impact of Rs. 25 Lacs, or more.
In case of Options to purchase securities, including any ESOP/ESPS Scheme amounting to 2% of post-issue equity share capital.
The above thresholds shall be determined on the basis of the last Audited Annual Consolidated Financial Statements of the Company.
Events that shall be deemed material and will be disclosed without any application of materiality:
Change in Directors, Key Managerial Personnel and Compliance Officer.
Appointment or Discontinuation of Share Transfer Agent.
Financial Results, Declaration & Cancellation of Dividend, Any alteration of Share Capital.
Proceedings of Annual General Meeting and Extra-ordinary General Meeting of The Company.
Amendments to Memorandum of Association and Articles of Association.
The following Information / Events – viz. Major Developments shall be considered material if that is likely to affect business as interpreted by the Board:
Adopting any New Technology.
Expiry of Patents.
Giving Guarantees, or Indemnity, or becoming a Surety for any third party.
Any change in Accounting Policy that may have a significant impact on the Accounts and Financial Results of the company.
Any Market-sensitive Information.
Any sensitive business information of the company.
Unless otherwise decided by the Board, the Managing Director(MD)/ Joint Managing Director( JMD) of the company shall be determining the Materiality of an Event and Information and shall be authorized for the purpose of ascertaining the Materiality of an Event and Information. The Managing Director/ Joint managing Director and Company Secretary shall be severally responsible and authorized for making Disclosures to the Stock Exchange either the Materiality is ascertained by the Managing Director(MD)/ Joint managing Director(JMD) or by the Board.
Any event purported to be reportable under Regulation 30 of the Regulations shall be informed to the Company Secretary of the Company on an immediate basis with adequate supporting data/information to facilitate a prompt and appropriate disclosure. Any other event, even if not covered under the Regulations but is potentially of price sensitive nature, must also be informed, for further evaluation to the MD/JMD & Company Secretary.
The Company shall use the electronic facilities provided by the Stock Exchanges for dissemination of the information and may subsequently disclose the same via other media, including the press release, website, etc.
Statutory Timeframes for disclosure shall be adhered to. Delay, if any, should be sufficiently explained along with the disclosure.
All disclosures shall be available on the website of the Company for a period of 5 years.
The Determining Person – either MD/JMD, or the Board may seek expert advice where he feels so necessary as to whether an Event / information is Material / Market-sensitive, or not.
All decision of the Determining Person shall be recorded and preserved for a minimum period of 5 years subject to its conformity with this Policy for Preservation of Documents of the Company.
The MD/JMD/CS shall quarterly bring to the attention of the Board all information, events which in their opinion are material in nature and should be disclosed to the Stock Exchange.
Modification of the policy
This Policy is framed based on the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as notified on September 2, 2015. In case of any subsequent amendments to the Regulations which makes any of the provisions in the Policy inconsistent, the provisions of the Regulations shall prevail. The Audit Committee will review the Policy and on its recommendations, the same will be modified by the Board so as to align this Policy with the amendments or to incorporate the changes as the Audit Committee may feel as appropriate.
Key Managerial Personnel who are severally authorized to determine materiality of an event or information and make disclosure to the Stock Exchange(s) pursuant to Regulation 30(5) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015
Mr. Rajiv Daga Managing Director & CEO
Mr. Anil Sureka Chief Financial Officer
Mr. Atul Krishna Pandey, Company Secretary and Compliance Officer
Archidply Industries Limited (herein after, referred as Archidply) 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 behavior. Towards this end, the Archidply has adopted the Whistle Blower policy (“policy”) which enables every employee of Archidply to promptly report to the management any actual or possible violation of the policy or an event he becomes aware of that could affect the business or reputation of the Company.
Section 177 of The Companies Act 2013 and clause 49 of the Listing Agreement between listed companies and the Stock Exchanges provide for a mandatory requirement for all listed companies to establish a mechanism called ‘Whistle Blower Policy’ for employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the company’s code of conduct.
Accordingly, this Whistle Blower Policy (“the Policy”) has been formulated with a view to provide a mechanism for employees of the Company to approach the Compliance Officer/ Chairman of the Audit Committee of the Company.
The definitions of some of the key terms used in this Policy are given below.
Capitalized terms not defined herein shall have the meaning assigned to them under the Policy
“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.
“Employee” means every employee of the Company (whether working in India or abroad), including the Directors in the employment of the Company.
“Policy” means the Whistle Blower Policy of Archidply Industries Limited.
“Investigators” means those persons authorized, appointed, consulted or approached by the Compliance officer/Chairman of the Audit Committee and includes the auditors of the Company and the police.
“Protected Disclosure” means any communication made in good faith that discloses or demonstrates information that may evidence unethical behavior actual or suspected fraud or improper activity.
“Subject” means a person against or in relation to whom a Protected Disclosure has been made or evidence gathered during the course of an investigation.
“Whistle Blower” means an Employee making a Protected Disclosure under this Policy.
The Whistle Blower’s role is that of a reporting party with reliable information. They are not required or expected to act as investigators or finders of facts, nor would they determine the appropriate corrective or remedial action that may be warranted in a given case.
Whistle Blowers should not act on their own in conducting any investigative activities, nor do they have a right to participate in any investigative activities other than as requested by the Compliance Officer or the Chairman of the Audit Committee or the Investigators.
Protected Disclosure will be appropriately dealt with by the Compliance Officer or the Chairman of the Audit Committee, as the case may be.
All Employees of the Company are eligible to make Protected Disclosures with or without their identity under the Policy. The Protected Disclosures may be in relation to matters concerning the Company or any other Group Company.
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.
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.
Whistle Blowers, who make any Protected Disclosures, which have been subsequently found to be mala fide or malicious or Whistle Blowers who make 3 or more Protected Disclosures, which have been subsequently found to be frivolous, baseless or reported otherwise than in good faith, will be disqualified from reporting further Protected Disclosures under this Policy.
All Protected Disclosures concerning financial/accounting matters should be addressed to the Chairman of the Audit Committee of the Company for investigation.
In respect of all other Protected Disclosures, those concerning the Compliance Officer and employees at the levels of Vice Presidents and above should be addressed to the Chairman of the Audit Committee of the Company and those concerning other employees should be addressed to the Compliance Officer of the Company.
The contact details of the Chairman of the Audit Committee are as under:
Mr. M S Aftab,
Archidply Industries Limited
No.29/2, GK Manor, 1st Floor,
Nehru Nagar Circle, Seshadripuram,
Bangalore – 560020.
Email id : email@example.com
Phone : 080-43420000
The contact details of the Compliance Officer are as under:
Mr. Atul Krishna Pandey
Company Secretary & Compliance Officer
Archidply Industries Limited
2/9, 1st Floor, W.H.S,
New Delhi – 110015.
Email id : firstname.lastname@example.org
Phone : 45642555, 42665112
If a protected disclosure is received by any executive of the Company other than Chairman of Audit Committee or the Compliance Officer, the same should be forwarded to the Company’s Compliance Officer or the Chairman of the Audit Committee for further appropriate action. Appropriate care must be taken to keep the identity of the Whistle Blower confidential.
Protected Disclosures should preferably be reported in writing so as to ensure a clear understanding of the issues raised and should either be typed or written in a legible handwriting in English, Hindi or in the regional language of the place of employment of the Whistle Blower.
The Protected Disclosure should be forwarded under a covering letter which shall bear the identity of the Whistle Blower. The Chairman of the Audit Committee or Compliance Officer, as the case may be shall detach the covering letter and forward only the Protected Disclosure to the Investigators for investigation.
Protected Disclosures should be factual and not speculative or in the nature of a conclusion, and should contain as much specific information as possible to allow for proper assessment of the nature and extent of the concern.
For the purpose of providing protection to the Whistle Blower, the Whistle Blower should disclose his/her identity in the covering letter forwarding such Protected Disclosure.
All Protected Disclosures reported under this Policy will be thoroughly investigated by the Compliance Officer or Chairman of the Audit Committee of the Company who will investigate / oversee the investigations under the authorization of the Audit Committee.
The Compliance Officer or Chairman of the Audit Committee may at his discretion, consider involving any Investigators for the purpose of investigation.
The decision to conduct an investigation taken by the Compliance Officer or Chairman of the Audit Committee is by itself not an accusation and is to be treated as a neutral fact-finding process. The outcome of the investigation may not support the conclusion of the Whistle Blower that an improper or unethical act was committed.
The identity of a Subject and the Whistle Blower will be kept confidential to the extent possible given the legitimate needs of law and the investigation.
Subjects will normally be informed of the allegations at the outset of a formal investigation and have opportunities for providing their inputs during the investigation.
Subjects shall have a duty to co-operate with the Compliance Officer / Chairman of the Audit Committee or any of the Investigators during investigation to the extent that such co-operation will not compromise self-incrimination protections available under the applicable laws.
Subjects have a responsibility not to interfere with the investigation. Evidence shall not be withheld, destroyed or tampered with, and witnesses shall not be influenced, coached, threatened or intimidated by the Subjects.
Unless there are compelling reasons not to do so, Subjects will be given the opportunity to respond to material findings contained in an investigation report. No allegation of wrongdoing against a Subject shall be considered as maintainable unless there is good evidence in support of the allegation.
Subjects have a right to be informed of the outcome of the investigation. If allegations are not sustained, the Subject should be consulted as to whether public disclosure of the investigation results would be in the best interest of the Subject and the Company.
The investigation shall be completed normally within 90 days of the receipt of the Protected Disclosure.
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 Blowers. Complete protection will, therefore, be given to Whistle Blowers against any unfair practice like retaliation, threat or intimidation of termination/suspension of service, disciplinary action, transfer, demotion, refusal of promotion, 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.
A Whistle Blower may report any violation of the above clause to the Chairman of the Audit Committee, who shall investigate into the same and recommend suitable action to the management.
The identity of the Whistle Blower shall be kept confidential to the extent possible and permitted under law.
Any other Employee assisting in the said investigation shall also be protected to the same extent as the Whistle Blower.
Investigators are required to conduct a process towards fact-finding and analysis. Investigators shall derive their authority and access rights from the Compliance Officer / Audit Committee when acting within the course and scope of their investigation.
Technical and other resources may be drawn upon as necessary to augment the investigation. All Investigators shall be independent and unbiased both in fact and as perceived. Investigators have a duty of fairness, objectivity, thoroughness, ethical behavior, and observance of legal and professional standards.
Investigations will be launched only after a preliminary review by the Chairman of the Audit Committee or the Compliance Officer, as the case may be, which establishes that:
the alleged act constitutes an improper or unethical activity or conduct, and
the allegation is supported by information specific enough to be investigated or in cases where the allegation is not supported by specific information, it is felt that the concerned matter is worthy of management review, provided that, such investigation should not be undertaken as an investigation of an improper or unethical activity or conduct.
If an investigation leads the Compliance Officer / Chairman of the Audit Committee to conclude that an improper or unethical act has been committed, the Compliance Officer / Chairman of the Audit Committee shall recommend to the management of the Company to take such disciplinary or corrective action as the Compliance Officer / Chairman of the Audit Committee may deem fit. It is clarified that any disciplinary or corrective action initiated against the Subject as a result of the findings of an investigation pursuant to this Policy shall adhere to the applicable personnel or staff conduct and disciplinary Procedures.
The Compliance Officer shall submit a report to the Chairman of the Audit Committee on a regular basis about all Protected Disclosures referred to him/her since the last report together with the results of investigations, if any.
Retention of documents
All Protected Disclosures in writing or documented along with the results of investigation relating thereto shall be retained by the Company for a minimum period of five years.
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 Employees unless the same is notified to the Employees in writing.