Philosophy

It has been long pursued policy and commitment of ORIENT PAPER & INDUSTRIES LIMITED (OPIL) to adhere to highest standards of integrity ? professional and financial ? and business ethics in the operation of its business. We believe that this organization has been handed to us by the various stakeholders in ?trust? and we as professional managers are the ?trustees? of those stakeholders. It is therefore our responsibility to ensure that the organization is managed in a manner that protects and furthers the interests of our stakeholders.

Applicability

The Code of Conduct shall apply to:
all Directors of the company, whether executive or non-executive including Independent directors and nominee directors;

all executives of the Company from the rank of General Manager and above;

all executives of the Company, reporting directly to the Managing Director irrespective of their grade.

The Code
All Directors and Senior Management Executives -
I. Conflict of Interest
shall avoid situations in which their personal interest could conflict with that of the company

shall disclose to the appropriate authority all cases of conflict of interest or potential conflict of interest between the person and the Company.

shall neither directly or indirectly, give any official favours for personal purposes nor spend any money of the Company for personal purposes.

II. Confidentiality /Publicity
shall respect of the confidentiality of data made available to them from time to time. Such respect for confidentiality shall also continue after such person ceases to hold office as Director or serve the organization.

Shall not give any statement detrimental to the interest of the Company to the press or any other form of media.
III. Legal Compliance
shall adhere to the Insider Trading Code of the Company

shall take every reasonable step to ensure adherence to the laws of the land.

IV. Gender Friendly Environment
shall help promote equality of gender, class and caste in so far as the same relates to the activities of the Company.

Shall encourage women employees to report any harassment concerns and be responsive to any complaints of harassment or other unwelcome and offensive conduct.

V. Social Responsibility
shall in their decisions respect the necessity of protecting the environment consistently with the need of sustainable development.

VI. Cost Consciousness
shall exercise their responsibilities with utmost cost consciousness within the organization and shall promote the same.

shall not use any facility of the Company for their personal use except when such facility has been provided for personal use by policy or specific permission.

VII. Transparency and Accountability
M) shall be transparent in all their dealings except in cases where the needs of business security dictate otherwise and shall hold themselves accountable to the appropriate authority/body.

VIII. Dealings with People in the Organisation

N) shall practice and encourage the spirit of productive debate and discussion among the employees and with the Board as the situation may warrant.
O) shall not show disrespect to their superior officers or to the authority of the Board
P) shall not engage in misinformation, disinformation or personal vilification or victimization of any employee or stakeholder.
Q) shall uphold the values of trust, teamwork, mutuality and collaboration, meritocracy, objectivity, self respect and human dignity.

IX. Relationship with Suppliers and Customers

R) shall never compromise with the interest of the company in all their dealings with suppliers and customers.
S) shall not accept gifts and presents of more than Rs.1000/- or receive gratuitous or other payments or treatments from suppliers or customers which could lead to compromising the company?s interest.

X. General

T) shall at all times make an endeavour to attend such meetings/ occasions including Board and Committee meetings as are required of the person for the benefit, growth and development of the Company.
U) shall dedicate sufficient time, energy and attention to the company to ensure diligent performance and be aware of and seek to fulfill his or her duties and responsibilities as set forth in the company?s Memorandum & Articles of Association and Corporate Governance Guidelines.
V) shall not use abusive or offensive language at the workplace or any such location connected to official business.
W) shall not illegally withhold any property or documents of the company and should ensure protection of the same at all times.
X) shall not knowingly suppress a material fact, which can be detrimental to the interest of the company, from the appropriate authority/body.
Y) shall not make any statement, verify any return or form, containing any particulars, knowing it to be false.
Z) shall practice a conduct of giving highest respect to humans and human values and must promote the same.
For employees of the company ?appropriate authority? means the designated reporting authority of the executive, or the Managing Director of the Company if he is the designated reporting authority of the executive concerned. In case of members of the board, the appropriate authority shall be the Board of Directors and in exceptional cases, the Chairman of the Board.

XI. Duties of the Independent directors

An Independent Director shall -
(1) undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the company;
(2) seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice and opinion of outside experts at the expense of the company;
(3) strive to attend all meetings of the Board of Directors and of the Board committees of which he is a member;
(4) participate constructively and actively in the committees of the Board in which they are chairpersons or members;
(5) strive to attend the general meetings of the company;
(6) where they have concerns about the running of the company or a proposed action, ensure that these are addressed by the Board and, to the extent that they are not resolved, insist that their concerns are recorded in the minutes of the Board meeting;
(7) keep themselves well informed about the company and the external environment in which it operates;
(8) not to unfairly obstruct the functioning of an otherwise proper Board or committee of the Board;
(9) pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure themselves that the same are in the interest of the company;
(10) ascertain and ensure that the company has an adequate and functional vigil mechanism and to ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use;
(11) report concerns about unethical behaviour, actual or suspected fraud or violation of the company?s code of conduct or ethics policy;
(12) acting within his authority, assist in protecting the legitimate interests of the company, shareholders and its employees;
(13) not disclose confidential information, including commercial secrets, technologies, advertising and sales promotion plans, unpublished price sensitive information, unless such disclosure is expressly approved by the Board or required by law.
No Rights Created
This Code set forth guidelines for conduct for the Board of Directors and Senior Management Executives. It is not intended to nor does it create any right in favour of any Director or Senior Management Executive, client, supplier, customer, shareholder, or any other person or entity.
Waiver
Any waiver of any provision of this Code of Conduct for a director, senior management executive must be placed for approval before the Board of Directors.

Orient Paper & Industries Limited

Related Party Transaction Policy

INTRODUCTION

Orient Paper & Industries Limited (the "Company" or "OPIL") recognizes that Related Party Transactions (as defined below) can present potential or actual conflicts of interest and may raise questions about whether such transactions are consistent with the Company's and its shareholders' best interests. Therefore, this Policy regarding the review and approval of Related Party Transactions has been adopted by the Company's Board of Directors (“Board”) in order to set forth the procedures under which certain transactions must be reviewed and approved or ratified by the Audit Committee / Board of Directors / shareholders as per the Companies Act, 2013 (“Companies Act”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) as may be amended from time to time.

This Policy is adopted by Board of Directors in their meeting held on September 26, 2014 and shall be effective from the date of its adoption by the Board. This Policy is adopted by Board of Directors in their meeting held on September 26, 2014 and shall be effective from the date of its adoption by the Board. This policy is further reviewed and amended by the Board of Directors in their meeting held on March 25, 2019 pursuant to amendments in Listing Regulations made by SEBI vide SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, effective from April 1, 2019.

I. DEFINITIONS

For the purposes of this Policy, the following definitions apply:

“Arm’s length transaction” shall mean a transaction between two related parties that is conducted as if they were unrelated, so that there is no conflict of interest.

“Directors” shall mean the board of directors of the Company;

“Key Managerial Personnel” shall mean any of the following officers of the Company: (i) the Managing Director or Chief Executive Officer or Manager and in their absence, Whole-time director; (ii) the Chief Financial Officer; and (iii) the Company Secretary

“Material Related Party Transactions” shall mean a transaction with a Related Party, if the transaction / transactions to be entered into individually or taken together with previous transactions during a financial year, exceeds 10% (ten percent) of the annual consolidated turnover of the Company as per the last audited financial statements of the Company

Notwithstanding the above, a transaction involving payments made to a related party with respect to brand usage or royalty shall be considered material if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceed two percent of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity.

“Officer(s)” shall mean the Chief Financial Officer or Company Secretary of the Company;

"Pre-Approved Transactions" shall have the same meaning ascribed to such term in Para II(d) of this Policy

“Policy” shall mean this Related Party Transaction Policy

"Related Party" shall have the same meaning ascribed to such term under Section 2(76) of the Companies Act and Regulation 2(1)(zb) of the Listing Regulations, as may be amended from time to time.

Provided that any person or entity belonging to the promoter or promoter group of the Company and holding 20% or more of shareholding in the listed entity shall be deemed to be a related party.

"Related Party Transaction" shall have the same meaning as ascribed to such term under the Listing Regulations, including such transactions listed in Section 188(1)(a)-(g) of the Companies Act and any subsequent modifications made thereto.

II. PROCEDURES

(a) Each of the Directors and Key Managerial Personnel shall provide to the Officer the Related Party list on an annual basis

(b) Prior to entering into any transaction with Related Party, the Officer’s shall analyze such transaction in consultation with management and with outside counsel if required, to determine whether the transaction or relationship does, in fact, constitute a Related Party Transaction, requiring compliance with this Policy.

(c) Once identified as a Related Party Transaction by the Officer, all such Related Party Transactions shall be reported promptly to the Audit Committee by the Officer, or in the event that the Officer has an interest in the Related Party Transaction, the transaction shall be reported to the Audit Committee by the Managing Director of the Company.

(d) The Audit Committee shall be provided with all material facts of all new, existing or proposed Related Party Transactions, including modifications proposed to existing Related Party Transactions. The Audit Committee will thereafter determine whether: (i) to approve the Related Party Transaction; or (ii) to approve the Related Party Transaction and refer the Related Party Transaction to the Board for its consideration and approval as may be required under the Companies Act or Listing Regulations, or (iii) whether such transaction shall be deemed pre-approved by the Audit Committee and Board as described below in Para III of this Policy ("Pre-Approved Transactions"); or (iv) to disapprove the Related Party Transaction.

Provided that during a financial year, Audit Committee may approve transactions with a Related Party, whether entered into individually or taken together with previous transactions, upto a threshold limit of 10% (ten percent) of the annual consolidated turnover of the Company as per the last audited financial statements of the Company. In case the transaction amount exceeding 10% (ten percent) of the annual consolidated turnover of the Company as per the last audited financial statements of the Company, the transaction shall be approved as per the process prescribed in this Policy for material related party transactions.

(e) Upon such determination as described in sub-clause (d) above, the Audit Committee shall follow the procedure prescribed below:

(i) If the Audit Committee approves the Related Party Transaction, it shall, refer all Related Party Transactions requiring approval of the Board under this Policy or under the Companies Act or any other applicable provisions of law, to the Board.

(ii) If the Audit Committee determines the Related Party Transaction to be a Pre-Approved Transaction, it shall provide the Board with a written report containing reasons why the Related Party Transaction is a Pre-Approved Transaction and therefore, does not require the specific approval of the Board.

(iii) If the Audit Committee disapproves a Related Party Transaction, it shall send a written report to the Officers, indicating the reasons for disapproving such Related Party Transaction.

(f) In assessing a Related Party Transaction, the Audit Committee / Board shall consider such factors as it deems appropriate, including without limitation:

(i) The business reasons for the Company to enter into the Related Party Transaction;

(ii) The approximate value of the transaction;

(iii)The general description of the transaction, including the material terms and commercial reasonableness of the terms of the Related Party Transaction;

(iv)Whether the terms and conditions of the Related Party Transactions are on an Arms- length basis.

(v) Whether the terms of the Related Party Transaction are fair to the Company and on the same basis as would apply if the transaction did not involve a Related Party;

(vi) The materiality of the Related Party Transaction to the Company;

(vii) The extent of the Related Party's interest in the Related Party Transaction;

(viii)The actual or apparent conflict of interest of the Related Party participating in the Related Party Transaction; and

(ix) Whether such transaction is factually in the ordinary course of business.

(g) Shareholder’s approval for Related Party Transactions

(i) All Material Related Party Transactions can be entered into only after obtaining the prior approval of the Company’s shareholders by way of a special resolution, irrespective of whether such Related Party Transactions have been entered into in the ordinary course of business of the Company or otherwise, and the Related Parties shall abstain from voting on such resolution.

(ii) All contracts or arrangements with Related Parties (as defined in the Companies Act), other than those entered into on an Arm’s Length Basis or in the ordinary course of business shall require the approval of the shareholders of the Company by way of a special resolution if the conditions and thresholds prescribed in the Companies Act or the Companies (Meetings of Board and its Powers) Rules), 2014 are satisfied and/or Listing Regulation and this policy are satisfied.

(h) In the event that the Officer becomes aware of a Related Party Transaction that was not previously approved or ratified under this Policy, the Officer shall promptly notify the Audit Committee, and the Audit Committee, if required under this Policy, shall refer such transaction to the Board and the Audit Committee / Board will consider whether the Related Party Transaction should be ratified or rescinded.
The Board / Audit Committee shall consider all relevant facts and circumstances respecting such transaction and shall evaluate all options available to the Company, including but not limited to ratification, revision, or termination of such transaction, and the Company shall take such action as the Committee deems appropriate under the circumstances.

(i) Subject to the provisions of the Companies Act, a Related Party Transaction may be approved by the vote of a majority of the directors at a meeting of the Audit Committee / Board.

(j) Other than by providing written consent, no director who is a Related Party shall participate in the evaluation or approval of any Related Party Transaction for which he or she is a Related Party, except that the director shall provide all material information concerning the Related Party Transaction to the Audit Committee / Board and may otherwise participate in some or all of the discussions if so requested by the Audit Committee / Board. Provided, however, where a director is interested (directly or indirectly) in a contract or arrangement such that, such Related Party Transaction is with: (a) a body corporate in which such director or such director in association with any other director, holds more than 2% (two percent) of the shareholding of the body corporate, or is a promoter, manager, Chief Executive Officer of that body corporate; or (b) with a firm or other entity in which, such director is a partner, owner or member; such director shall not be entitled to participate in the evaluation or approval of such Related Party Transaction, or participate in any discussions thereto.

(k) If a Related Party Transaction will be ongoing, the Board may, in its discretion, authorise the Company’s Managing Director to follow in its ongoing dealings with the Related Party. Thereafter, the Board shall periodically review and assess ongoing relationships with the Related Party to see that they are in compliance with this Policy.

(l) A Related Party Transaction entered into without approval shall not be deemed to violate this policy, or be invalid or unenforceable, so long as the transaction is brought to the notice of the Audit Committee / Board as promptly as reasonably practical after it is entered into or after it becomes reasonably apparent that the transaction is covered by this Policy.

III. PRE-APPROVED TRANSACTIONS

(a) In case of frequent / regular / repetitive Related Party Transactions which are in the ordinary course of business of the Company, the Audit Committee may establish guidelines for granting the omnibus approval in line with the Policy on Related Party Transactions of the Company and such approval shall be in respect of transactions which are repetitive in nature.

(b) The Audit Committee shall satisfy itself the need for such omnibus approval and that such approval is in the interest of the company;

(c) The omnibus approval shall specify: (i) the name/s of the related party, nature of transaction, period of transaction, maximum amount of transaction that can be entered into, (ii) the indicative base price / current contracted price and the formula for variation in the price if any and (iii) such other conditions as the Audit Committee may deem fit.

Provided that where the need for Related Party Transaction cannot be foreseen and aforesaid details are not available, Audit committee may grant omnibus approval for such Transaction(s) subject to their value not exceeding INR 10,000,000 (Rupees One Crore).
(Transaction(s) for the purpose of this clause (c) shall be construed to include single transaction or a group of transactions in a contract).

(d) Thereafter, the Audit Committee, shall review at least on a quarterly basis, the details of Related Party Transactions entered into by the Company pursuant to each of the omnibus approval given.

(e) The omnibus approval shall be valid for a period not exceeding one year and shall require fresh approval after the expiry of one year.

(f) In addition, the Audit Committee/ the Board may review any Related Party Transactions involving independent directors as part of the annual determination of their independence.

(g) Nothing in this Policy shall override any provisions of law made in respect of any matter stated in this Policy.

IV. DISCLOSURE

All Related Party Transactions shall be disclosed to such persons and governmental and / or regulatory authorities, in the manner prescribed, if required, under the Companies Act / Listing Regulations with the Stock Exchanges. Provided, further, the Company is also required to disclose this Policy on its website and also in the annual report of the Company.

V. REVIEW OF THE POLICY

The Audit Committee and the Board shall review the Related Party Transaction Policy & Procedure from time to time based on the changing needs and make suitable modifications as may be necessary.

In case of any amendment(s), clarification(s), circular(s) etc. issued by the relevant authorities, not being consistent with the provisions laid down under this Policy, then such amendment(s), clarification(s), circular(s) etc. shall prevail upon the provisions hereunder and this Policy shall stand amended accordingly from the effective date as laid down under such amendment(s), clarification(s), circular(s) etc.

Date: 25.03.2019
Place: New Delhi

Managing Director

 

Orient Paper & Industries Limited

Nomination & Remuneration Policy
 

1. INTRODUCTION

A transparent, fair and reasonable process for determining the appropriate remuneration at all levels of the Company is required to ensure that shareholders remain informed and confident in the management of the Company. To harmonize the aspirations of human resources consistent with the goals of the Company and in terms of the provisions of the Companies Act, 2013, rules made thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, (“Listing Regulations”) this policy on nomination and remuneration of Directors (including non-executive directors) of the Board of Directors, the Key Managerial Personnel and Senior Management has been formulated by the Committee and approved by the Board of Directors. This Policy shall act as a guideline for determining, inter-alia, qualifications, positive attributes and independence of a director, matters relating to the remuneration, appointment, removal and evaluation of performance of the Directors (including non-executive directors), Key Managerial Personnel and Senior Management Personnel.

2. OBJECTIVE OF THEPOLICY

(a) The objective of this Policy is to outline a framework to ensure that the Company’s remuneration levels are aligned with industry practices and are sufficient to attract and retain competent directors on the Board, KMPs and the Senior Management Personnel of the quality required, while allowing fair rewards for the achievement of key deliverables and enhanced performance. The key objectives of this Policy include:

(i) guiding the Board in relation to appointment and removal of Directors, KMP and Senior Management;

(ii) specifying the manner for effective evaluation of the performance of the members of the Board, the Board as a whole and Committees thereof, and -review its implementation and compliance.

(iii) recommending to the Board the remuneration, in whatever form, payable to the Directors, Key Managerial Personnel &senior management.

(b) While determining the remuneration for the Directors (including non-executive directors) and KMPs and the Senior Management Personnel, regard should be made to prevailing market conditions, business performance and practices in comparable companies, also to financial and commercial health of the Company as well as prevailing laws and government/other guidelines, to ensure that pay structures are appropriately aligned and the level of remuneration remain appropriate.

(c) While designing the remuneration package it should been ensured that:

(i) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate the person, to ensure the quality required to run the Company successfully;

(ii) there is a balance between fixed and incentive pay, reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

(d) Some part of the remuneration package may be linked to the achievement of corporate performance targets of the Company and a strong alignment of interest with stakeholders.

(e) The Committee may consult with the chairman of the Board as it deems appropriate.

(f) The Committee shall observe the set of principles and objectives as envisaged under the Companies Act, 2013 (“Act”) (including section 178 thereof), rules framed there under and the Listing Regulations including, inter-alia, principles pertaining to determining qualifications, positives attributes, integrity and independence.

g) In this context, the following policy has been adopted by the Board of Directors at its meeting held on 22nd July, 2014 and subsequently amended at the meeting of the Board of Directors held on 25th March, 2019.

3. EFFECTIVE DATE

This policy shall be effective from the date of its adoption by the Board. Any amendment to this Policy shall be effective from the effective date of such amendments as specified either in the applicable laws / regulations or as specified by the Board.

4. DEFINITIONS

(a) In this Policy unless the context otherwise requires:

(i) ‘Act”, means the Companies Act 2013, as amended from time to time.

(ii) ‘Board of Directors’ or ‘Board’, in relation to the Company, means the collective body of the directors of the Company.

(iii) ‘Committee’ means Nomination and Remuneration Committee of the Company as constituted or reconstituted by the Board.

(iv) ‘Company’ means “Orient Paper & Industries Limited”.

(v) ‘Independent Director’ means a director referred to in section 149(6) of the Act, read with Regulation 16(1)(b) of the Listing Regulations.

(vi) ‘Key Managerial Personnel’ (KMP) shall have the meaning ascribed to it in the Act, and the Rules made thereunder.

(vii) ‘Non-Executive Directors’ includes Independent Directors.

(viii) ‘Policy’ means this Nomination and Remuneration policy.

(ix) ‘Senior Management Personnel’ shall mean officers/personnel of the Company who are members of its core management team excluding board of directors and shall comprise all members of management one level below the chief executive officer/managing director/whole time director/manager (including chief executive officer/manager, in case they are not part of the Board) as may be decided by the Company from time to time, and shall specifically include company secretary and chief financial officer.

(b) Unless the context otherwise requires, words and expressions used in this policy and not defined herein but defined in the Act and /or Listing Regulations, as may be amended from time to time, shall have the meaning respectively assigned to them therein.

5. APPLICABILITY

This Policy is applicable to:

(i) Directors, including Non- Executive Directors;

(ii) Key Managerial Personnel;

(iii) Senior Management Personnel.
 

6. RESPONSIBILITY OF THE COMMITTEE

The Committee is responsible for:

(i) formulating criteria for determining qualifications, positive attributes and independence of a Director for the purpose of this Policy;

(ii) advising the Board on issues concerning principles for remuneration and other terms of employment including remuneration for the Directors (including Non-Executive Directors), KMPs and the Senior Management Personnel;

(iii) monitoring and evaluating programs for variable remuneration, both on-going and those that have ended during the year, for the Directors (including Non-Executive Directors), KMPs and the Senior Management;

(iv) monitoring and evaluating the application of this Policy;

(v) monitoring and evaluating current remuneration structures and levels in the Company; and

(vi) any other responsibility as determined by the Board.

7. APPOINTMENT OF DIRECTORS, KMPs OR SENIOR MANAGEMENT PERSONNEL

(i) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMPs and at Senior Management level.

(ii) A person should possess adequate qualifications, expertise and experience for the position he/ she is considered for appointment as a Director, Key Managerial Personal or Senior Management Personnel. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person are sufficient / satisfactory for the concerned position.

(iii) Appointment of Directors, KMP’s and Senior Management Personnel are subject to compliance of provisions of the Act and the Listing Regulations.

(iv) The appointment as recommended by the Committee further requires the approval of the Board in those cases where such approval is specified in the Act and / or Listing Regulations.

8. REMUNERATION

(i) The remuneration / compensation / commission etc. to Directors and KMP will be determined by the Committee and recommended to the Board for approval. The remuneration/ compensation/ commission etc. shall be subject to the prior/post approval of the shareholders of the Company and Central Government, wherever required.

(ii) The remuneration and commission to be paid to Directors shall be as per the statutory provisions of the Act and the rules made thereunder and / or Listing Regulations, for the time being inforce.

(iii) Increments to the existing remuneration/ compensation structure of Directors and KMP shall be recommended by the Committee to the Board which should be within the slabs approved by the shareholders in the case of Directors.

(iv) Where any insurance is taken by the Company on behalf of its Directors and KMP for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.

a) Remuneration to Executive Directors and KMPs:

Remuneration structure of the Executive Directors and KMPs may include the following components:

Fixed Salary:

• Executive Directors and KMP shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Committee in accordance with the statutory provisions of the Act, and the rules made thereunder, and / or Listing Regulations, for the time being inforce. The monthly remuneration shall include basic salary, special pay, house rent allowance (as per statutory limits) and other components as may be considered appropriate.

• The break-up of the pay scale and quantum of perquisites including, employer’s contribution to provident fund, gratuity, pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board on the recommendation of the Committee within the statutory limits, wherever applicable and approved by the shareholders and Central Government, wherever required.

Variable components:

• The Executive Director and KMP participate in a performance linked variable pay scheme which will be based on the individual and Company’s performance for the year, pursuant to which the Executive Director and KMP are entitled to performance-based variable remuneration.

Reimbursement of Expenses:

• The Executive Directors and KMPs are also entitled for reimbursement of several work-related expenses, including car, telephones, broadband at home, and work-related newspapers and magazines as per statutory provisions. However, reimbursement of these expenses incurred for official purposes shall not be part of the remuneration.

Subsequent Change / Increments:

Any subsequent change / increments in the remuneration of Executive Directors shall be approved by the Board in accordance with the recommendation of the Committee, subject to the statutory provisions and the approval of the shareholders and Central Government, wherever required.

b) Remuneration to Non-Executive Directors:

Remuneration to Non-Executive Directors (including independent Directors) on the Board may consist of the following components:

Sitting Fees:
• The Non- Executive / Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof.

Provided that the amount of such fees shall not exceed the maximum amount as provided in the Act for per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.

Profit related commission:

• The Non-Executive Directors are entitled to profit related commission at such percentage, not exceeding the limit prescribed in the Act, of the net profits of the Company, as shall be approved by the shareholders of the Company.

However, the Board, on the recommendation of the Committee, shall review and approve the remuneration payable to Non-Executive Directors (including Independent Directors) of the Company within the overall limits approved by the shareholders (excluding sitting fees), wherever such approval is required. The approval of shareholders by special resolution shall be obtained every year, in which the annual remuneration payable to a single Non-Executive Director exceeds fifty per cent of the total annual remuneration payable to all Non-Executive Directors, giving details of the
remuneration thereof.

Reimbursement of expenses:

• The Non-Executive Directors shall be reimbursed with the expenses in connection with Board and committee meetings.

c) Provisions for excess remuneration:

• If any Director draws or receives, directly or indirectly by way of remuneration any such sum in excess of the limits prescribed under the Act or without approval as may be required under the Act, he/she shall refund such sum to the Company within a period of two years or such lessor period as may be specified by the Board, and until such sum is refunded, hold it in trust for the Company.

d) Remuneration to Senior Management Personnel:

i. The Board, on the recommendation of the Committee, shall review and approve the remuneration payable to the Senior Management Personnel of the Company, which shall include all remuneration payable, in whatever form.

ii. Where any insurance is taken by the Company on behalf of its Senior Management Personnel for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.

iii. Remuneration to Senior Management Personnel may consist of the following components:

Fixed pay:
• Senior Management shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Committee.

• The break-up of the pay scale and quantum of perquisites including, employer’s contribution to P.F, pension scheme, medical expenses, club fees etc. shall be decided and approved by Board on the recommendation of the Committee.

Variable components:

• The Senior Management Personnel participate in a performance linked variable pay scheme which will be based on the individual and Company’s performance for the year, pursuant to which the Senior Management Personnel may be entitled to performance-based variable remuneration.

9. EVALUATION OF PERFORMANCE OF DIRECTORS, BOARD AS A WHOLE AND COMMITTEES THERE OF

Performance Evaluation criteria of Directors, Board as a whole and Committees thereof is as follows:

a. At least one meeting of the Independent Directors be held in a financial year.

b. Independent Directors, in their meeting, shall:

i) review the performance of non-independent directors and the Board as a whole;

ii) review the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors;

iii) assess the quality, quantity and timeliness of flow of information between the Company’s management and the Board, that is necessary for the Board to effectively and reasonably perform their duties.

Independent Directors will do the above evaluation based on structured questionnaires.

c. Report of performance evaluation done by the Independent Directors to be submitted to the Chairman of the Board / authorised Director / official in sealed envelope.

d. Board of Directors will evaluate the performance of the Board, its Committees and the Executive, Non-Executive and Independent Directors in the financial year. The Director being evaluated will not participate in his own evaluation process. Set of structured questionnaires to be circulated to the Board / Committee Members. Evaluation to be carried based on responses of individual Directors / Committee Members on the questionnaires.

e. The final report of performance evaluation as stated above shall be kept either in the custody of the Chairman of the Board or such other official as may be so authorized.

f. Committee shall review the performance evaluation process.

10. POLICY ON BOARD DIVERSITY

(a) The Board of Directors shall have the optimum combination of Directors from the different areas/ fields like production, management, quality assurance, finance, sales and marketing, research and development, human resources etc. or as may be considered appropriate.

(b) The Board shall have at least one Board member who has accounting or related financial management expertise.

11. REMOVAL

The Committee may recommend to the Board with reasons recorded in writing, removal of a Director, KMP and Senior Management subject to the provisions and compliance of the applicable Act, rules and regulations, if any.

12. DISCLOSURE OF INFORMATION

This Policy or salient features thereof shall be disclosed in the Board’s report as per the requirements of the Act and / or Listing Regulations.

13. DEVIATION FROM THE POLICY

The Board may, in individual or collective case, deviate from this Policy, in its absolute discretion, if there are particular reasons to do so. In the event of any departure from the Policy, the Board shall record the reasons for such departure in the Board’s minutes.

14. AMENDMENTS TO THE POLICY
The Board of Directors on its own and / or as per the recommendations of the Committee can amend this Policy, as and when deemed fit.

In case of any amendment(s), clarification(s), circular(s) etc. issued by the relevant authorities, not being consistent with the provisions laid down under this Policy, then such amendment(s), clarification(s), circular(s) etc. shall prevail upon the provisions hereunder and this Policy shall stand amended accordingly from the effective date as laid down under such amendment(s), clarification(s), circular(s) etc.

Date: March 25, 2019
Place: New Delhi

                                                                                                        Managing Director

 

Orient Paper & Industries Limited

Whistle Blower Policy

1. INTRODUCTION

Section 177 (9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement mandates the Company to constitute a vigil mechanism called the ‘Whistle Blower Policy’ for Whistle Blower to report concerns about illegal or unethical practices, unethical behaviour, actual or suspected, fraud or violation of the Company’s code of conduct or ethics policy.

Our Company has adopted this Whistle Blower Policy in line with the objective of strengthening the governance mechanism and to report to the Audit Committee instances of illegal or unethical practices, unethical behaviour, actual or suspected, fraud or violation of the Company’s code of conduct or ethics policy.

2. DEFINITIONS

“Act” means the Companies Act, 2013

“Audit Committee” means Committee constituted by the Board of Directors of the Company in accordance with section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

“Company” means Orient Paper & Industries Limited its subsidiaries, joint-ventures and associate companies, if any.

“Designated Officer” means Company Secretary of the Company.

“Employee” means every employee of the Company (whether working in India or abroad),.

“Policy” means the Whistle Blower Policy.

“Protected Disclosure/ Disclosure(s)/ Wrongful Act” means any communication made in good faith that discloses or demonstrates information that may evidence illegal or unethical practices, unethical behaviour, actual or suspected, fraud or violation of the Company’s code of conduct or ethics policy

“Rules” means the Companies (Meeting of Board and its Powers) Rules, 2014.

“Whistle Blower” means stakeholder(s)(as given in clause 49 of the Listing Agreement) including directors of the Company and individual Employee(s) & their representative bodies who makes a Protected Disclosure under this Policy.

“Whistle Blower Committee” means committee constituted by the Company consisting of at least three members viz: Managing Director, Chief Financial Officer and Head ?Internal Audit.

“Exceptional Circumstances/ Exceptional Nature” The Protected Disclosure that is against the member(s) of the Whistle Blower Committee, the Designated Officer or employees and officers of the Company who occupy designations that are superior/ senior to that of the Designated Officer/ members of the Whistle Blower Committee.

3. OBJECTIVE

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages Whistle Blower who have concerns about illegal or unethical practices, unethical behaviour, actual or suspected, fraud or violation of the Company’s code of conduct or ethics policy to come forward and express these concerns without fear of punishment or unfair treatment. The Vigil (Whistle Blower) mechanism provides a channel to the Whistle Blower to report to the Audit Committee concerns about illegal or unethical practices, unethical behaviour, actual or suspected, fraud or violation of the Company’s code of conduct or ethics policy. The mechanism provides for adequate safeguards against victimization of Whistle Blower to avail of the mechanism and also provide for direct access to the Chairman of Audit Committee for the purpose in exceptional cases.

This Policy does not absolve the Whistle Blower from their duty of confidentiality in the course of their work nor does it permit them to raise malicious or unfounded allegations arising out of a personal situation

4. ELIGIBILITY

All stakeholders including directors and individual Employee(s) & their representative bodies are eligible to make Protected Disclosures under this Policy.

This Policy is adopted by Board of Directors in their Meeting held on 5th November, 2014.

5. SCOPE

The Whistle Blower’s may report or raise any concern which he/ she believes is Wrongful Act. Any allegation which falls within the scope of the Policy will be seriously considered and investigated.

These concerns would include but are not restricted to:-

• Fraud;

• Financial malpractice;

• Failure to comply with applicable legal requirements or Company policy;

• Improper conduct or unethical behaviour, including breach of the Company’s code of conduct, business integrity or ethics;

• Attempts to conceal any material facts or misrepresentation;

• Negligence causing substantial and specific danger to public health, safety or environment;

• Any unlawful act whether criminal/civil;

• Colluding with third parties/associates to exploit or cause harm to the company; and

• Breach of terms and conditions of employment and rules thereof;

• Manipulation of company data/ records;

• Unauthorised use, access or disclosure of confidential/proprietary information;

• Abuse of authority;

• Misappropriation or authorised use of Company Funds/assets.

Whistle Blower should not act on his/ her own in conducting any investigative activities, nor he/ she has a right to participate in any investigative activity other than as requested by the Whistle Blower Committee, Chairman of the Audit Committee or the investigators..

6. PROCEDURE

Reporting a concern:

1. All Protected Disclosures should be addressed to the Designated Officer or in Exceptional Circumstances to the Chairman of the Audit Committee.

The contact details of the Designated Officer are:

Mr Ram Prasad Dutta

Company Secretary

Orient Paper & Industries Limited

Birla Building

9/1, R. N. Mukherjee Road

Kolkata 700 001

email: cosec@orientpaperindia.com

The contact details of the Chairman of the Audit Committee are as under:

Name: Chairman of the Audit Committee

C/o Mr. Ram Prasad Dutta

Mailing Address: Birla Building, 9/1, R. N. Mukherjee Road, Kolkata 700 001

2. Protected Disclosures should be reported either through email or through letter in writing to Designated Officer and only through letter in writing to Chairman of Audit Committee, as the case may be. It should either be typed or written in a legible handwriting in English, Hindi or in the regional language of the Whistle Blower, so as to ensure a clear understanding of the issues raised.

3. The Whistle Blower should endeavour to make the Protected Disclosure, as soon as possible, after the Whistle Blower becomes aware of the illegal or unethical practices, unethical behaviour, actual or suspected, fraud or violation of the Company’s code of conduct or ethics policy.

4. The Protected Disclosure should be submitted under a covering letter signed by the Whistle Blower in a closed and secured envelope and should be super scribed as “Protected Disclosure under the Whistle Blower Policy/ Vigil Mechanism” or sent through email with the subject “Protected Disclosure under the Whistle Blower Policy/ Vigil Mechanism”. If the Protected Disclosure is not super scribed and closed as mentioned above, the Protected Disclosure will be dealt with as if it is a normal disclosure

5. If a Protected Disclosure is received by any executive of the Company other than Designated Officer or Chairman of the Audit Committee, the same should be forwarded to the Designated Officer or Chairman of the Audit Committee for further appropriate action. Appropriate care must be taken to keep the identity of the Whistle Blower confidential.

6. The covering letter should disclose the name and address of the Whistle Blower.

7. In order to protect the identity of the Whistle Blower, the Designated Officer/ Chairman of the Audit Committee will not issue any acknowledgement to the Whistle Blower and Whistle Blower is advised not to write his/ her name/ address on the envelope nor enter into any further correspondence with the Designated Officer or Chairman of the Audit Committee.

8. Anonymous disclosures may also be entertained in the manner set out in Paragraph 10 below.

9. The Protected Disclosure shall contain factual details and should not be 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 and the urgency of a preliminary investigative procedure.

10. After receipt of the Protected Disclosures by the Designated Officer, he/ she shall forward the Disclosure(s) received to the Whistle Blower Committee. At least two members shall form the quorum of the Whistle Blower Committee.

11. On receipt of a Protected Disclosure, the Whistle Blower Committee or the Chairman of the Audit Committee or any person authorised by the Chairman of the Audit Committee on his behalf, , as the case may be, shall detach the covering letter bearing the identity of the Whistle Blower and process only the Protected Disclosure.

12. All Protected Disclosures should be addressed to the Designated Officer, or to the Chairman of the Audit Committee in Exceptional Circumstances. In the event the Designated Officer or the Whistle Blower Committee is of the opinion that the Protected Disclosure is of an Exceptional Nature, the Designated Officer or the Whistle Blower Committee may forward the Protected Disclosure to the Chairman of the Audit Committee for further action.

7. INVESTIGATION

1. All Protected Disclosures under this Policy will be recorded and thoroughly investigated. The Whistle Blower Committee will be responsible for the investigation of Protected Disclosures made to them and the Chairman of the Audit Committee or any person authorised by Chairman shall be responsible for the investigation of the Protected Disclosures made to the Chairman of the Audit Committee.

2. The Whistle Blower Committee/ Chairman of the Audit Committee will carry out an investigation either himself/herself or may authorise any other Officer of the Company/ committee constituted for the same/ an outside agency.

Investigations will be launched after a preliminary review, which establishes that the alleged act constitutes illegal or unethical practices, unethical behaviour, actual or suspected, fraud or violation of the Company’s code of conduct or ethics policy.

3. Delinquents will normally be informed of the allegations at the outset of a formal investigation and have opportunities for providing their inputs during the investigation.

4. The identity of the delinquent and the Whistle Blowers shall be kept confidential by the persons involved in the investigation, to the extent possible, subject to applicable laws

5. The Chairman of the Audit Committee or the Whistle Blower Committee or any person (s) authorised by them, as the case may be, may call for further information or particulars from the Whistle Blower, the delinquent or any other person if it deems appropriate

6. Based on the investigation conducted, a report on the Protected Disclosure, which establishes the culpability or lack thereof of the delinquent shall be prepared by the Whistle Blower Committee or the Chairman of the Audit Committee or the person conducting the investigation, as the case may be. The investigation shall be completed and the report shall be prepared within 60 days of the receipt of the Protected Disclosure. The Audit Committee may at its discretion extend this time period.

7. The Whistle Blower Committee or the Chairman of the Audit Committee or any person authorised by Whistle Blower Committee/ the Chairman of the Audit Committee shall make a written record of the Protected Disclosure. The record shall include facts of the matter, comparative with previous complaints and outcomes, recommended disciplinary action etc

8. Unless there are compelling reasons not to do so, delinquents will be given the opportunity to respond to material findings contained in an investigation report. The investigation by itself would not tantamount to an accusation and is to be treated as a neutral fact finding process

9. Any member of the Audit Committee or the Whistle Blower Committee or other officer having any conflict of interest in relation to a Protected Disclosure shall disclose his/her concern /interest forthwith and shall not deal with the Protected Disclosure.

10. The delinquent and directors, other employees and stakeholders shall co-operate with the investigation.

11. The delinquent shall not interfere with the investigation. Further, no evidence shall be withheld, destroyed or tampered and no witnesses shall be influenced, tutored, threatened or intimidated by the delinquent or any other person, prior to or during or after the investigation.

8. DECISION AND REPORTING

1. Any disciplinary or corrective action initiated against the delinquent 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.

2. A quarterly report with number of complaints received under this Policy and their outcome shall be placed before the Audit Committee and the Board.

9. HARASSMENT OR VICTIMISATION

1. No unfair treatment will be meted out to a Whistle Blower by virtue of his/ her having reported a Protected Disclosure under this Policy. Protection will be given to Whistle Blowers against any unfair practice including but not limited to retaliation, threat or intimidation of termination/suspension of service, disciplinary action, transfer, demotion, refusal of promotion or any direct or indirect use of authority to obstruct the Whistle Blower’s right to continue to perform his duties/ functions including making further disclosure. The Company will take steps to minimize difficulties, which the Whistle Blower may experience as a result of making the Disclosure.

2. The identity of the Whistle Blower shall be kept confidential to the extent possible and permitted under law. Any Employee assisting in the said investigation shall also be protected to the same extent as the Whistle Blower.

3. The Whistle Blower, the Chairman of the Audit Committee/ any person authorised by Chairman of the Audit Committee, the Whistle Blower Committee , the Designated Officer, the investigator and everyone involved in the process shall:

1. maintain complete confidentiality/ secrecy of the matter;

2. not discuss the matter in any informal/social gatherings/ meetings;

3. discuss only to the extent or with the persons required for the purpose of completing the process and investigation;

4. not keep the papers relating to Protected Disclosure or the investigation unattended anywhere at any time;

5. keep the electronic mails/files under password;

6. if anyone is found not complying with the above, he/ she shall be held liable for disciplinary action;

4. If a Whistle Blower faces any retaliatory action or threat as a result of making a Protected Disclosure he/ she may immediately write to the Chairman of the Audit Committee who will recommend appropriate steps to protect the Whistle Blower from such retaliatory action and ensure implementation of such steps for the protection of the Whistle Blower.

10. ANONYMOUS ALLEGATIONS

This Policy encourages Whistle Blower to put their name to allegations. However, Whistle Blower may raise concerns anonymously. Concerns expressed anonymously may be evaluated by the Whistle Blower Committee or the Audit Committee for investigation at its discretion. In exercising this discretion, the factors to be taken into account will include:

• The seriousness of the issues raised;

• The credibility of the concern; and

• The likelihood of confirming the allegation from attributable sources.

11. UNTRUE ALLEGATIONS

1. In making a Disclosure, the Whistle Blower should exercise due care to ensure the accuracy of the information. If stakeholders, including directors and individual Employee(s) & their representative bodies makes an allegation in good faith, which is not confirmed by subsequent investigation, no action will be taken against that individual. If however, Whistle Blower makes malicious or vexatious allegations, and particularly if he or she persists with making them despite the outcome of the investigation, the Audit Committee may recommend action against the Whistle Blower.

2. Whistle Blowers, who make three or more Protected Disclosures, which have been subsequently found to be mala fide, frivolous, baseless, malicious, or reported otherwise than in good faith, will be disqualified from reporting further Protected Disclosures under this Policy. In respect of such Whistle Blowers, the Company/Audit Committee would reserve its right to take/recommend appropriate disciplinary action.

12. OBLIGATIONS OF WHISTLE BLOWERS

The duties of the Whistle Blowers shall include the following:

1. Promptly reporting any illegal or unethical practices, unethical behaviour, actual or suspected, fraud or violation of the Company’s code of conduct or ethics policy in time. Delay in reporting may lead to loss of evidence and also financial loss for the Company.

2. Although they are not required to provide proof, the Whistle Blowers must have sufficient cause for concern and submit evidence, to which they may have access, when called for.

3. Avoid anonymity when raising a concern.

4. Follow the procedures prescribed in this Policy for making a Disclosure.

5. Co-operate with investigators in maintaining full confidentiality

13. RETENTION OF RECORDS

All Disclosures in writing as well as all documents related to any investigation and the results of the investigation relating thereto shall be retained for a period of 7 years.

14. INFORMATION DISSEMINATION

The details of establishment of such mechanism shall be disclosed by the Company on its website and in the Board’s report.

15. REVIEW OF THE POLICY

The Board shall review the Policy from time to time based on the changing needs and make suitable modifications as may be necessary. The Company reserves its right to amend or modify this Policy in whole or in part, at any time without assigning any reason whatsoever.

In case of any amendment(s), clarification(s), circular(s) etc. issued by the relevant authorities, not being consistent with the provisions laid down under this Policy, then such amendment(s), clarification(s), circular(s) etc. shall prevail upon the provisions hereunder and this Policy shall stand amended accordingly from the effective date as laid down under such amendment(s), clarification(s), circular(s) etc.

Date : 5th November 2014

Place: New Delhi

Familiarisation Programme for Independent Directors of the Company

At the time of appointing a Director, a formal letter of appointment is given to the Director, which inter alia explains the role, functions, duties and responsibilities expected from him as a Director of the Company. 

The Director is also explained in detail the compliances required from him under the Companies Act, 2013, Clause 49 of the Listing Agreement and other relevant regulations. 

With a view to familiarise him with the Company’s operations, the Managing Director has a personal discussion with the newly appointed Director. 

At various Board meetings during the year, quarterly presentations are made on operations that include information on business performance, operations, projects, market share, financial parameters, working capital management, fund flows etc. 

The above initiatives help the Director to understand the Company, its business and the regulatory framework in which the Company operates and equips him to effectively fulfil his role as a Director of the Company.

ARCHIVAL POLICY FOR MATERIAL EVENT/MATERIAL INFORMATION DISCLOSED TO THE STOCK EXCHANGES

1. INTRODUCTION

This Archival Policy for material event/material information disclosed to the stock exchanges (“Policy”), as per Regulation 30(8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015(“LODR”), outlines the methodology for the archival of material events/ material information that have been disclosed to the stock exchanges by Orient Paper & Industries Limited(“Company”).

This Policy is adopted by the Board on October 30, 2015 and shall be effective from December 1, 2015.

2. POLICY

Copies of all material disclosures/ material information made to the stock exchanges under Regulation 30 of LODR (“Disclosed Information”) shall be hosted on the website of the Company www.orientpaperindia.com for a minimum period of 5 years. After a period of 5 years from the date of filing the material disclosures/ material information to the stock exchanges, the copies of such material disclosures/ material information shall be archived from the website of the Company.

Any one intending to review the material disclosures/ material information after 5 (five) years may write to the Company Secretary of the Company.

3. COMMUNICATION OF THIS POLICY

This Policy shall also be posted on the website of the Company.

4. REVIEW OF THE POLICY

The Board shall review the Policy from time to time based on the changing needs and make suitable modifications as may be necessary. Any change in the Policy shall be approved by the Board of the Company and the decision of the Board in this respect shall be final and binding.

In case of any amendment(s), clarification(s), circular(s) etc. issued by the relevant authorities, not being consistent with the provisions laid down under this Policy, then such amendment(s), clarification(s), circular(s) etc. shall prevail upon the provisions hereunder and this Policy shall stand amended accordingly from the effective date as laid down under such amendment(s), clarification(s), circular(s) etc.

  M. L. Pachisia

(Managing Director)

      Date: 30-10-2015

Place: Kolkata

II. The Company shall make disclosure of following events specified in Para B of Part A of Schedule III of the Listing Regulations, based on application of the guidelines for materiality, as specified below:

(i) Commencement or any postponement in the date of commencement of commercial production or commercial operations of any unit/division;

(ii) 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/division (entirety or piecemeal);

(iii) Capacity addition or product launch;

(iv) Awarding, bagging/ receiving, amendment or termination of awarded/bagged orders/contracts not in the normal course of business;

(v) 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;

(vi) Disruption of operations of any one or more units or division of the Company due to natural calamity (earthquake, flood, fire etc.), force majeure or events such as strikes, lockouts etc.;

(vii) Effect(s) arising out of change in the regulatory framework applicable to the Company;

(viii) Litigation(s) / dispute(s) / regulatory action(s) with impact;

(ix) Fraud/defaults etc. by directors (other than key managerial personnel) or employees of Company;

(x) Options to purchase securities including any ESOP/ESPS Scheme;

(xi) Giving of guarantees or indemnity or becoming a surety for any third party;

(xii) Granting, withdrawal, surrender, cancellation or suspension of key licenses or regulatory approvals.

Guidelines for Materiality

Subject to provisions of the Regulations, materiality has to be determined on a case to case basis depending on specific facts and circumstances relating to the event/information. In order to determine whether a particular event/information is material in nature or not, the following criteria shall be followed:-

(a) Quantitative criteria: The Company shall consider the following quantitative criteria for determination of whether an event / information is material or not:-

Where the value involved or the impact exceeds any of the following:

• 2.5% of the net worth or
• 5% of net profit

whichever is higher.

The above threshold shall be determined on the basis of audited annual financial statements of last financial year.

(b) Qualitative criteria: The Company shall consider the following qualitative criteria for determination of whether an event / information is material or not:-

• the omission of an event or information, which is likely to result in discontinuity or alteration of event or information already available publicly; or
• the omission of an event or information is likely to result in significant market reaction if the said omission came to light at a later date; or
• In case where the criteria specified in sub?clauses (a) and (b) are not applicable, an event/information may be treated as being material if in the opinion of the Board, the event / information is considered material.

In circumstances where ‘quantitative’ test may not be applicable, ‘qualitative, test may be applied to determine materiality. Thereafter, if the particular event/ information in question satisfies any of the ‘qualitative’ or ‘quantitative’ criteria, the Company shall be under an obligation to disclose the same to the Stock Exchanges.

3. Any other information/event viz. major development that is likely to affect business, e.g. emergence of new technologies, expiry of patents, any change of accounting policy that may have a significant impact on the accounts, etc. and brief details thereof and any other information which is exclusively known to the Company which may be necessary to enable the holders of securities of the Company to appraise its position and to avoid the establishment of a false market in such securities, as stated under Para C of Part A of Schedule III of the Listing Regulations, be disclosed to the Stock Exchange.

4. The Company shall make disclosures of any event or information which, in the opinion of the board of directors of the Company, is material. In case where an event occurs or information is available with the Company, which has not been indicated in clause 4, but which may have material effect on it, the Company is required to make adequate disclosures in regard thereof.

       5. GUIDANCE ON WHEN AN EVENT/INFORMATION CAN BE SAID TO HAVE OCCURRED

In certain instances, the occurrence of material event/information would depend upon the stage of discussion, negotiation or approval and in other instances where there is no such discussion, negotiation or approval required viz. in case of natural calamities, disruptions etc., it would depend upon the timing when the Company became aware of the event/information.

The events/information can be said to have occurred when the Company becomes aware of the events/information, or as soon as, an officer of the entity has, or ought to have reasonably come into possession of the information in the course of the performance of his duties.

6. PROMPT DISCLOSURE OF MATERIAL EVENTS

The Company shall disclose to the Stock Exchanges of all events, as specified in Clause 4, or information as soon as reasonably possible and not later than 24 hours from the occurrence of the event/information.

In case the disclosure is made after 24 hours of occurrence of the event or information, the Company shall, along with such disclosures provide explanation for delay.

Disclosure of the events enumerated in Clause 4(I)(iv) above shall be made within 30 minutes of the conclusion of the Board Meeting at which such events were discussed along with the time of commencement and conclusion of the meeting.

The Company shall make disclosures updating the material developments pertaining to material events on a regular basis, till such time the event is resolved/closed, and to be disclosed to the stock exchanges with relevant explanations.

The Company shall also provide specific and adequate reply to all queries raised by the stock exchanges with respect to any event/information. The Company may on its own initiative, confirm or deny any reported event or information to stock exchanges.

7. AUTHORIZATION

Any one among Key Managerial Personnel is severally authorized to determine materiality of an event/information.

Contact details of such authorized personnel shall be disclosed to the stock exchange(s) and also available on company’s website.

8. PROCEDURE FOR MAKING ANNOUNCEMENT OF MATERIAL EVENT/INFORMATION

The procedure to be followed in relation to disclosure of material event/ information:

i. Prepare draft announcement to the Stock Exchanges: If the event/ information is determined to be material, the Company Secretary will prepare draft announcement to the Stock Exchanges which is factual and expressed in clear manner and obtain approval of Managing Director & CEO or CFO, of the Company.

ii. Lodge Announcement: The Company Secretary on behalf of the Company will lodge or arrange for lodgment of the announcement with the Stock Exchanges.

iii. Post announcement on website: After lodgment of the announcement with the Stock Exchanges, the Company Secretary will arrange to place it on the website of the Company. All the announcement made under this Policy shall be kept on the website as per the Archival Policy of the Company.

9. POSTING OF INFORMATION ON COMPANY’S WEBSITE

All such events or information which has been disclosed to stock exchange(s) under this regulation shall also be disclosed on the website of the Company and the same shall be hosted for a minimum period of five (5) years and thereafter as per the Preservation of documents and archival policy as adopted by the Company.

10. REVIEW OF THE POLICY

The Board shall review the Policy from time to time based on the changing needs and make suitable modifications as may be necessary. Any change in the Policy shall be approved by the Board of the Company and the decision of the Board in this respect shall be final and binding.

In case of any amendment(s), clarification(s), circular(s) etc. issued by the relevant authorities, not being consistent with the provisions laid down under this Policy, then such amendment(s), clarification(s), circular(s) etc. shall prevail upon the provisions hereunder and this Policy shallstand amended accordingly from the effective date as laid down under such amendment(s), clarification(s), circular(s) etc.

  M. L. Pachisia

(Managing Director)

      Date: 30-10-2015

Place: Kolkata        

FRAUD RISK FRAMEWORK POLICY

Background

The purpose of the fraud risk framework policy is to detect, prevent and identify frauds and to develop an organizational response to its risks. It is the intent of OPIL to promote consistent organizational behavior by providing guidelines and assigning responsibility for the development of controls and conduct of investigations.

Fraud may be defined as “the use of deception to unjustly obtain a benefit”. The benefit obtained does not have to be money. It could be goods, services, favours or information. Corruption, which involves the abuse of power for personal gain, is also part of fraud under this definition.

This corporate fraud policy is established to facilitate the development of controls that will aid in the detection and prevention of fraud.

Scope of Policy

This policy applies to any irregularity, or suspected irregularity, involving employees as well as  consultants, vendors, contractors, customers, dealers, other outside agencies and employees of these organisations and/or any other parties with a business relationship with OPIL (also called the Company).

Any investigative activity required will be conducted without regard to the suspected wrongdoer’s length of service, position/title, or relationship to the Company.

POLICY

Each member of the management team should be familiar with the types of improprieties that might occur within his or her area of responsibility, and be alert for any indication of irregularity.

Any irregularity that is detected or suspected must be reported immediately to Head of the unit with a copy to the managing Director’s office. Such reports will be investigated by the person/s designated by the Head of the unit / MD’s office.

Actions Constituting Fraud

• Theft or deliberate misuse of the organisation’s assets,
• False accounting or making false statements to obtain a benefit (for example, an employee falsely claiming an allowance, or a supplier presenting false invoices for payment or an employee colluding with a supplier / buyer to extend any undue favours resulting in loss to the organisation),
• Offering or taking gifts or other benefits in order to influence decisions or gain a personal advantage,
• Unauthorised use of an organisation’s name or authority to gain a personal benefit,
• The destruction, removal or inappropriate use of an organisation’s records,
• Unauthorised disclosure of information gained through employment with the organisation, and
• Any other dishonest or fraudulent act

The terms defalcation, misappropriation, and other fiscal irregularities refer to, but are not limited to:

• Any dishonest or fraudulent act
• Misappropriation of funds, securities, supplies, or other assets
• Impropriety in the handling or reporting of money or financial transactions
• Profiteering as a result of insider knowledge of company activities
• Disclosing confidential and proprietary information to outside parties
• Disclosing to other persons securities activities engaged in or contemplated by the company
• Accepting or seeking anything of material value from contractors, vendors, or persons providing services/materials to the Company. Exception: Gifts less than Rs. 5000 in value.
• Destruction, removal, or inappropriate use of records, furniture, fixtures, and equipment; and/or
• Any similar or related irregularity

Other Irregularities

Irregularities concerning an employee’s moral, ethical, or behavioral conduct should be resolved by departmental management and the Employee Relations Unit of Human Resources rather than the Fraud Management process.

If there is any question as to whether an action constitutes fraud, the matter should be reported to the head of the unit for guidance.

Investigation Responsibilities

The person/ s assigned to investigate the suspected fraud will have the primary responsibility for investigation as defined in the policy. If the investigation substantiates that fraudulent activities have occurred, investigation authority will issue reports to the Head of the Unit with a copy to the Managing Director’s office and, if appropriate, to the Board of Directors through the managing director’s office or the Audit Committee.

Decisions to prosecute or refer the examination results to the appropriate law enforcement and/or regulatory agencies for independent investigation will be made in conjunction with legal counsel and senior management, as will final decisions on disposition of the case.

Confidentiality

The management will treat all information received confidentially. Any employee who suspects dishonest or fraudulent activity will notify to the designated authority immediately, and should not attempt to personally conduct investigations or interviews/interrogations related to any suspected fraudulent act (see REPORTING PROCEDURE section below).

Investigation results will not be disclosed or discussed with anyone other than those who have a legitimate need to know. This is important in order to avoid damaging the reputations of persons suspected but subsequently found innocent of wrongful conduct.

Authorization for Investigating Suspected Fraud

Members of the Investigation Unit will have:

• Free and unrestricted access to all Company records and premises, whether owned or rented; and
• The authority to examine, copy, and/or remove all or any portion of the contents of files, desks, cabinets, and other storage facilities on the premises without prior knowledge or consent of any individual who might use or have custody of any such items or facilities when it is within the scope of their investigation.

Reporting Procedures

Great care must be taken in the investigation of suspected improprieties or irregularities so as to avoid mistaken accusations or alerting suspected individuals that an investigation is under way.

An employee who discovers or suspects fraudulent activity will contact the designated authority immediately. The employee or other complainant may remain anonymous. No information concerning the status of an investigation will be given out. The proper response to any inquiries is: “I am not at liberty to discuss this matter.” Under no circumstances should any reference be made to “the allegation,” “the crime,” “the fraud,” “the forgery,” “the misappropriation,” or any other specific reference.

The reporting individual should be informed of the following:

• Do not contact the suspected individual in an effort to determine facts or demand restitution.
• Do not discuss the case, facts, suspicions, or allegations with any-one unless specifically asked to do so by the the designated authority.

Termination

If an investigation results in a recommendation to terminate an employee or take action against the offending contractor/ supplier or buyer, the recommendation will be reviewed for approval by the designated authority in consultation with concerned senior executives before any such action is taken. Should the accused believe the management decision to be inappropriate, the facts will be presented to executive level management for a decision, which will be final and binding.

Administration

MD of OPIL will be responsible for the administration, revision, interpretation, and application of this policy. The policy will be reviewed from time to time and revised as needed.

Date : 30^th October 2015

Place: New Delhi