| Corporate Social Responsibility Policy | CORPORATE SOCIAL RESPONSIBILTY (CSR) POLICYEMERALD JEWEL INDUSTRY INDIA LIMITED CORPORATE SOCIAL RESPONSIBILTY (CSR) POLICY PREAMBLE: Socially responsible business practice is an integral part of an organization’s effort at ensuring good Corporate Governance. Corporate Social Responsibility (CSR) is therefore a tool through which an organization reflects and pledges its commitment to support and participate in community building efforts. The Government of India has vide section 135 of the Companies Act, 2013 (the Act) and the Companies (Corporate Social Responsibility Policy) Rules, 2014 (the Rules) has brought out CSR guidelines to be adhered to by certain class of companies. As an organization, Emerald Jewel Industry India Limited is covered by these rules. In this regard it has to be noted that EJIIL since inception has been in the vanguard of society welfare and development through numerous initiatives undertaken on a regular basis. Considering the new statutory requirement EJIIL has framed a CSR policy that is reflective of its long-held beliefs and commitment towards community development. The CSR Policy of EJIIL contains principles that will guide future CSR projects / Programmes / activities, such as prescribing the budgetary limits, scope of CSR activities, the geography within which the activities are to be carried out, procedure for sanction of funds, procedure for obtaining Board approval, monitoring mechanism for projects, programmes and activities etc. DEFINITIONS:
SCOPE Scope of CSR policy is to lay down the guiding principles to enable the CSR Committee and the Board of Directors to determine the amount of money to be earmarked for the CSR Expenditure in any financial year, the projects / programmes / activities for which the amount has to be spent and allocation of funds among various heads of CSR expenditure the geographical areas where the CSR activities are to be undertaken, priority for certain CSR activities over other CSR activities, timing of the expenditure, periodicity of reporting and to undertake any other activity required for due compliance of the provisions of the Act and the Rules. CSR ACTIVITIES TO BE COVERED CSR activity to be undertaken shall be one or more of the projects / programmes /activities specified under the Schedule VII of the Act. The CSR committee may recommend to the company the nature of the CSR activity to be undertaken for each financial year. The CSR committee is at liberty to identify the projects / programmes /activities based on the needs of the society. The Administration Department / Public Relations Department / Unit Heads of the Company may submit to the Chairman of the CSR Committee the nature of CSR activities to be pursued from time to time based on the requirements of the area in which the factories / establishments of the Company are situated. PERMITTED CSR ACTIVITIES (i) Eradicating hunger, poverty and malnutrition, promoting healthcare including preventive healthcare and sanitation and making available safe drinking water; (ii) Promoting education, including special education and employment enhancing vocation skills specially among children, women, elderly, and the differently abled and livelihood enhancement projects; (iii) Promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centers and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups; (iv) Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water; (v) Protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art; setting up public libraries; promotion and development of traditional arts and handicrafts; (vi) Measures for the benefit of armed forces veterans, war widows and their dependents; (vii) Training to promote rural sports, nationally recognized sports, para-olympic sports and Olympic sports; (viii) Contribution to the Prime Minister’s National Relief Fund or any other fund set up by the Central Government for socio-economic development and relief and welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities and women; (ix) Contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government; (x) Rural development projects. (xi) Any other activity as may be prescribed by the Government from time to time. GEOGRAPHICAL AREA EJIIL may undertake CSR activities anywhere in India; however preference may be accorded for the geographical locations (district, city / town or village) where the Company’s operations are located. AMOUNT TO BE SPENT During every financial year the CSR Committee shall arrange to spend for the specified CSR activities, an amount which is not less than 2 % of the average net profits of the immediately preceding three financial years. However in any financial year, for any reasons, the company is unable to spend an amount as stated above, shall provide suitable explanation stating the reasons therefor to the Board of Directors and the Board shall include the same in the Directors ’ Report of the Company. CSR EXPENDITURE BUDGET A CSR expenditure budget (budget) for every financial year shall be prepared and submitted to the CSR committee for recommendation. The budget shall provide details as to the proposed activity wise expenditure and the time of expenditure spread over the financial year. The CSR Committee after deliberations may recommend with or without modification to the Board of Directors for their approval. Then the company shall allocate funds as per the Board’s approval. METHOD OF CSR EXPENDITURE The Company may undertake the CSR activities directly by itself and by Krisha Charitable Trust or by contributing to external agencies / Implementing Agencies, like established Charitable Trusts of long standing reputation or partly by it and partly through such Trusts as may be recommended by the CSR Committee and approved by the Board. Where contributions are made to an external Trust, the company shall obtain a Fund Utilization Certificate duly certified by an independent Chartered Accountant and submitted to the CSR Committee. For ongoing projects, extending beyond the financial year, interim status report on the progress of the project duly certified by an independent Chartered Accountant shall be obtained. MONITORING CSR ACTIVITIES The CSR Committee shall meet at reasonable intervals and review the progress on the CSR activities. The Committee shall take steps to check whether the activities are progressing as per guidelines of the CSR policy and the Act/Rules and shall initiate corrective actions wherever necessary. CSR REPORTING The Company shall submit to the CSR Committee the details of projects / programmes / activities undertaken periodically at reasonable intervals. The CSR committee shall forward a report on CSR projects / programmes / activities of the Company to the Board of Directors once in a year. The Board shall provide a report in the prescribed format on CSR activities of the Company in its Report to shareholders every year. POLICY OPERATION AND REVIEW The CSR policy when approved by the Board is final and will come into operation with immediate effect. However the Board may on the recommendation of the CSR Committee may review and modify /change the policy in accordance with the changes, amendments and modifications in the Act /Rules and in line with the changing requirements of the Company. COMPOSITION OF THE CSR COMMITTEE
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| Nomination & Renumeration Policy | Nomination and Remuneration PolicyThis Nomination and Remuneration Policy is being formulated in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto, 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
“Senior Managerial Personnel” mean the personnel of the company who are members of its core management team excluding Board of Directors. Normally, this would comprise all members of management, of rank equivalent to General Manager and above, including all functional heads. OBJECTIVE
ROLE OF THE COMMITTEEThe role of the NRC will be the following:
APPOINTMENT AND REMOVAL OF DIRECTOR, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENTThe proceedings shall be carried out in strict confidentiality, in an unbiased manner and shall ensure thorough fact finding. The Whistle Blower–Complainant, Managing Director, Audit Committee Chairman and every internal and external stakeholder involved in the process shall:
TERM / TENUREManaging Director / Whole-time DirectorThe 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. INDEPENDENT DIRECTORAn 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 up to a maximum of five 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. REMOVALThe 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. RETIREMENTThe 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 Personneli. Remuneration to Managing Director / Whole-time Directors
ii. Remuneration to Non-Executive / Independent Directors
iii. Remuneration to Key Managerial Personnel and Senior Management
IMPLEMENTATIONThe 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. |
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Policies
| Corporate Social Responsibility Policy | CORPORATE SOCIAL RESPONSIBILTY (CSR) POLICY |
| Nomination & Renumeration Policy | Nomination and Remuneration Policy |