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Praj Industries Limited,
"Praj Tower" 274 & 275/2,
Bhumkar Chowk-Hinjewadi Road,
Hinjewadi,
Pune : 411057, INDIA.
Phone : 020-71802000 and
020-22941000

Email:

Policies

Code of conduct to regulate, monitor and report trading by insiders

(Pursuant to Securities And Exchange Board Of India (Prohibition of Insider Trading) Regulations, 2015)


Preamble

This Code of Conduct is to Regulate Monitor and Report Trading by Insiders is formulated as per regulation 9 of the Securities & Exchange Board of India (Prohibition of Insider Trading )Regulations, 2015 and replaces the existing code of Internal Procedures and Conducts for prohibition of Insider Trading in Securities.



Applicability

This Code shall be applicable to each employee and connected persons designated on the basis of their functional role designated persons of the Company.


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Date: 15.05.2015 Pramod Chaudhari
Executive Chairman

Dividend Distribution Policy

The equity shares of Praj Industries Limited (the ‘Company’) are listed on the BSE Ltd. ( BSE) and National Stock Exchange of India limited (NSE), Mumbai. As per notification No. SEBI/ LAD-NRO/GN/2016-17/008, dtd. 8th July, 2016, SEBI has amended SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 by insertion of Regulation 43(A) which mandates that the top five hundred listed entities based on market capitalization (calculated as on March 31 of every financial year) shall formulate a dividend distribution policy which shall be disclosed in their annual reports and on their websites. Accordingly, the Board of Directors of the Company (“the Board”), in its meeting held on 20th October, 2016 has approved the Dividend Distribution Policy of the Company (‘the Policy”) which endeavors for fairness, consistency and sustainability while distributing profits to the shareholders.



The factors considered while arriving at the quantum of dividend(s) are:

  • Current year profits and outlook in line with the development of internal and external environment.
  • Operating cash flows and treasury position.
  • Possibilities of alternate usage of cash, e.g. capital expenditure etc., with potential to create greater value for shareholders.
  • Providing for unforeseen events and contingencies with financial implications.

The Board may declare interim dividend(s) as and when they consider it fit, and recommend final dividend to the shareholders for their approval in the general meeting of the Company.


In case the Board proposes not to distribute the profit; the grounds thereof and information on utilization of the undistributed profit, if any, shall be disclosed to the shareholders in the Annual Report of the Company.


The dividend distribution shall be in accordance with the applicable provisions of the Companies Act, 2013, Rules framed thereunder, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other legislations governing dividends and the Articles of Association of the Company, as in force and as amended from time to time.




Date: 20.10.2016 Pramod Chaudhari
Executive Chairman

Principles & Policies of Business Responsibility

Purpose

The Principles & Policies of Business Responsibility set out the approach of Praj Industries Limited (‘Praj’) towards its business responsibility.



Key Principles

Praj has adopted the following nine key principles of Business Responsibility, prescribed in the SEBI guidelines:


Principle 1: Businesses should conduct and govern themselves with Ethics, Transparency and Accountability.


Principle 2: Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle.


Principle 3: Businesses should promote the wellbeing of all employees.


Principle 4: Businesses should respect the interests of, and be responsive towards all stakeholders, especially those who are disadvantaged, vulnerable and marginalized.


Principle 5: Businesses should respect and promote human rights.


Principle 6: Businesses should respect, protect, and make efforts to restore the environment.


Principle 7: Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner.


Principle 8: Businesses should support inclusive growth and equitable development.


Principle 9: Businesses should engage with and provide value to their customers and consumers in a responsible manner.


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Date: 20.05.2016 Pramod Chaudhari
Executive Chairman

Policy on determination of materiality of events/information

INTRODUCTION

The Board of Directors of Praj Industries Limited (Praj) has, in its Board Meeting held on 29th October, 2015, adopted the following policy on determination of materiality of events/information (Policy) pursuant to the Regulation 30(4) of the SEBI ( Listing Obligations & Disclosure Requirements) Regulations, 2015 ( Listing Regulations). This Policy will be applicable to the Company effective 29th October, 2015.



OBJECTIVE

Praj being a listed entity, is obligated to comply with the disclosure requirements under the Listing Regulations and is committed to the premise that the all persons investing in the publically traded securities have equal right to access information that may affect their investment decisions and believes that full and fair disclosure of material information to the public is the cornerstone to the integrity of the Capital Market.



EVENTS/ INFORMATION COVERED UNDER THIS POLICY
  • All the events covered in Para B of Part Aof Schedule –III to the Listing Regulations which are:
    • Commencement or any postponement in the date of commencement of commercial production or commercial operations of any unit/division.
    • 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).
    • Capacity addition or product launch.
    • 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 division of the listed entity due to natural calamity (earthquake, flood, fire etc.), force majeure or events such as strikes, lockouts etc.
    • Effect(s) arising out of change in the regulatory framework applicable to the listed entity.
    • Litigation(s) / dispute(s) / regulatory action(s) with impact.
    • Fraud/defaults etc. by directors (other than key managerial personnel) or employees of listed entity.
    • Options to purchase securities including any ESOP/ESPS Scheme.
    • Giving of guarantees or indemnity or becoming a surety for any third party.
    • Granting, withdrawal,surrender, cancellation or suspension of key licenses or regulatory approvals.
  • 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 listed entity which may be necessary to enable the holders of securities of the listed entity to appraise its position and to avoid the establishment of a false market in such securities.
  • Any other information/event mandatorily required to be disclosed as may be specified by SEBI from time to time.

PRAJ SHALL CONSIDER THE FOLLOWING CRITERIA WHILE DETERMINING THE MATERIALITY OF INFORMATION/ EVENT:

Praj being a listed entity, is obligated to comply with the disclosure requirements under the Listing Regulations and is committed to the premise that the all persons investing in the publically traded securities have equal right to access information that may affect their investment decisions and believes that full and fair disclosure of material information to the public is the cornerstone to the integrity of the Capital Market.

  • 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;
  • 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 of directors of listed entity, the event / information is considered material.

QUANTITATIVE MATERIALITY THRESHOLD;

Where it could be possible to determine the value, where the value involved in an event/information or the impact of an event/information exceeds 10% of the total income; or exceeds 20% of the net worth, whichever is lower, such an event/information will be material in nature.


Note: Above thresholds shall be determined on the basis of audited consolidated financial statements of last financial year.




Date: 29.10.2015 Pramod Chaudhari
Executive Chairman

Policy for preservation of Documents

1. Preface

The Board of Directors (the “Board”) of Praj Industries Limited (the “Company”) in its meeting held on 29th January, 2016, has approved and adopted the Policy for preservation of Documents /Records (“The Policy”) maintained by the Company either in Physical Mode or Electronic Mode (hereinafter referred to as “the Documents”). This Policy has been formulated in accordance with the Regulation 9 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations).



2. Purpose of the Policy

The purpose of this Policy is to ensure that all the necessary documents and records of the Company are adequately protected and preserved as per the statutory requirements and to ensure that the records of the Company which are no longer needed or are of no value are discarded after following the due process for discarding the same. This Policy is also for the purpose of aiding employees of the Company in understanding their obligations in preserving the documents and records which are required to be maintained as per the applicable statutory and regulatory requirements.



3. Definitions

“Document(s)” refers to papers, notes, agreements, notices, advertisements, requisitions, order, declarations, forms, correspondence, minutes, indices, registers and or any other record, required under or in order to comply with the requirements of any applicable law, whether issued, sent, , maintained on paper or in Electronic form received or kept in pursuance of the Act or under any other law for and does not include multiple or identical copies.

“Electronic Form” means on any electronic device such as computer, laptop, compact disc, floppy disc, space on electronic cloud, or any other form of storage and retrieval device, considered feasible, whether the same is in possession or control of the Company or otherwise the Company has control over or access to it.

“Maintenance” means keeping Documents, either physically or in Electronic Form.


4. Administration

The Compliance Officer of the Company, (the Administrator) shall be in-charge of administration of this Policy and the implementation process and procedures to ensure that Documents Preservation Schedule is followed. The Administrator is also authorised to make modifications to the Documents Preservation Schedule from time to time to ensure that it is in compliance with local, State and Central Laws and monitor compliance with this Policy.



5. Preservation of Documents

The Company shall preserve all its documents as per the requirements and provisions of the Company law and the rules made thereunder, the Secretarial Standards, the Listing Regulations and any other law, rules, regulations as may be applicable to the Company from time-to-time.


Documents which are to be maintained permanently:
  • Certificate of Incorporation, Certificate for commencement of business
  • The Original signed and stamped Memorandum of Association
  • Articles of Association along with extracts of all special resolutions passed and resolutions relating to the appointment and remuneration of Managing Director as per Section 192 of the Companies Act, 1956 and Section 117 of the Companies Act, 2013.
  • Register of members commencing from the date of the registration of the company , Index of members, Register of Share Transfers, Register of Contracts, Register of Charges, Registers of investments in securities not held in the name of the Company, Register of loans, guarantee, security and acquisition, Registers of Renewed and duplicate share certificates and Register of directors and KMP.
  • Minutes of General Meetings, Board Meetings and various Committee Meetings
  • Agreements made by the Company with Stock Exchanges, Depositories, etc.
  • Intellectual Property Documents shall include, but shall not be limited to Copyrights, Trademarks, Patents, and Industrial Designs. Intellectual Property Rights Documents that are owned by the Company shall be retained by the Company permanently.

Documents which are to be maintained for at least eight financial years:
  • Books of account together with the vouchers relevant to any entry in such books of account
  • Annual Returns
  • Attendance Registers, Notices, Agenda, Notes on Agenda and other related papers of General Meetings, Board Meetings and various Committee Meetings
  • Tax Records - Tax records including, but not limited to documents concerning tax assessment, tax filings, proof of deductions, tax returns, appeal preferred against any claim made by the relevant tax Authorities, shall be maintained for a period of 8 years or for a period of 8 years after a final Order has been received with respect to any matter which was preferred for Appeal, as the case may be
  • Employment /Personnel Record in case of employees of the Company
  • Relevant marketing and sales documents
  • Press Releases
  • Legal documents including but not limited to contracts, legal opinions, pleadings, Orders passed by any court or tribunal, Judgments, Interim Orders, Documents relating to cases pending in any Court or Tribunal or any other Authority empowered to give a decision on any matter, Awards, Documents relating to property matters

6. Mode Of Maintenance

The Company shall maintain these records either in physical or electronic mode. The applicable provisions of law, rules and regulations with regard to electronic maintenance of records shall be adhered to.

All the records shall be maintained as per the prescribed formats, if any, as amended from time-to-time under the various rules and regulations.

7. Disposal and Destruction of Records

After the expiry of the statutory retention period, the preserved documents may be destroyed.

Destruction of documents as a normal administrative practice shall be followed for the records which are duplicate/unimportant/irrelevant.

This applies to both Physical and Electronic Documents. The documents may be destroyed as follows:

  • Recycle non-confidential paper records;
  • Shred or otherwise render unreadable confidential paper records; or
  • Delete or destroy electronically stored data.



Date: 29.01.2016 Pramod Chaudhari
Executive Chairman

Familiarization Program for Independent Directors of Praj Industries Limited

TThis Familiarization Program (‘’ the Program”) for Independent Directors of Praj Industries Limited (“the Company”) was adopted by the Board of Directors pursuant to Clause 49 of the Listing Agreement in its meeting held on 30th March, 2015.

However, pursuant to the 25(7) of the SEBI (Listing Obligations and Disclosure Requirements ) Regulations, 2015 which have came into effect from 1st December, 2015 the programme has been re-adopted by the Board of Directors in its meeting held on 29th January, 2016.


  • Purpose :
    The Program aims to provide insights into the Company to enable the Independent Directors to understand its business in depth and contribute significantly to the Company.
  • Process :
    • The Company shall through its Executive Directors / Senior Managerial Personnel conduct programs / presentations periodically to familiarize the Independent Directors with the strategy, operations and functions of the Company;
    • Such programs / presentations 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, service and product offerings, markets, organization structure, finance, human resources, technology, quality, facilities and risk management and such other areas as may arise from time to time;
    • the programs / presentations shall also familiarize the Independent Directors with their roles, rights and responsibilities;
    • The Company may circulate news and articles related to the industry on a regular basis and may provide specific regulatory updates from time to time; and
    • The Company may conduct an introductory familiarization program / presentation, when a new Independent Director comes on the Board of the Company.
  • Disclosure :
    This Program 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.
  • Review :
    The Board will review this Program and make revisions as may be required.

Date: 29.01.2016 Pramod Chaudhari
Executive Chairman

Risk Management Policy

At Praj Industries Ltd., (Praj) we believe that an effective Risk management process is the key to sustained operations thereby protecting Shareholder value, improving governance processes, achieving strategic objectives and being well prepared for adverse situations or unplanned circumstances, if they were to occur in the lifecycle of the business activities. Praj shall ensure implementation of effective Enterprise Risk Management by:


  • Putting in place Risk Management Frameworks and Processes.
  • Identifying risks and promoting a pro-active approach to treating such risks.
  • Allocating adequate resources to mitigate and manage risks and minimize their adverse impact on outcomes.
  • Optimizing risk situations to manage adverse exposure on deliverables and bring them in line with acceptable Risk Appetite of the company.
  • Striving towards strengthening the Risk Management System through continuous learning and improvement.
  • Providing clear and strong basis for informed decision making at all levels of the organization on an ongoing basis, having duly evaluated like risks and their mitigation plan being controllable and within risk appetite.
  • Delineating Business Continuity Processes and Disaster Management Plans, for unforeseen exigencies and keeping the organization constituents, prepared to appropriately and adequately deal with such circumstances, under eventuality of such happenings.
  • Complying with all relevant laws and regulations across its areas of operation.
  • Communicating this policy to the required stakeholders through suitable means and periodically reviewing its relevance in a continuously changing business environment.

Date: 30.03.2015 Pramod Chaudhari
Executive Chairman

Code of Practices and Procedures for Fair Disclosure of UPSI

Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)



Preamble:

This Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information( Code) is formulated as per regulation 8 of the Securities & Exchange Board of India (Prohibition of Insider Trading )Regulations, 2015, (referred to as ‘regulations’)which mandate the Board of Directors of every Company, whose securities are listed on a Stock Exchange, to formulate and publish on its official website, a Code of Practices and Procedures for Fair Disclosure of UPSI, that it would follow in order to adhere to each of the principles set out in Schedule A to these regulations, without diluting the provisions of these regulations in any manner.



Interpretation:
  • “Code” means this code formulated as per regulation 8 of the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
  • “PRAJ” means Praj Industries Limited having Corporate Identity Number L27101PN1985PLC038031.
  • Various terms used in this code shall have the same meaning as per the definitions provided in regulation 2 of SEBI (Prohibition of Insider Trading) Regulations, 2015.
  • “Official Website” of PRAJ means domain www.praj.net


Applicability:

The code shall be applicable and binding on all Directors, Employees, connected persons, deemed to be connected persons and insiders.



Commencement:

This code shall come into force from 15th May, 2015.



Commencement:
  • Any UPSI that would have a material impact on price of securities of PRAJ shall be promptly disclosed to Stock Exchanges where the securities of PRAJ are listed. PRAJ will simultaneously upload such information on its website in order to make such information generally available to the members of PRAJ, investors and other stakeholders.
  • PRAJ would ensure to disseminate UPSI on uniform and universal basis to avoid selective disclosures. This would be ensured by PRAJ by adopting a common platform of Stock Exchanges for public disclosure and also by using various media for quick and timely dissemination.
  • The Vice President – Corporate Communications of PRAJ would be the ‘Chief Investor Relations Officer’ for the purpose of this code who would deal with dissemination of information and disclosure of UPSI to the members of PRAJ, investors and other stakeholders and also to analysts, press, electronic media.
  • Even after exercising due diligence, if UPSI gets disclosed selectively, inadvertently or otherwise, the Chief Investor Relations Officer will make such information generally available by prompt dissemination as stated in 3 above.
  • The ‘Chief Investor Relations Officer’ of PRAJ is authorized to make appropriate and fair response to queries on news reports and requests for verification of market rumors by regulatory authorities including Stock Exchanges.
  • PRAJ would ensure that information shared with analysts and research personnel is not UPSI.
  • PRAJ would develop and evolve best practices to make transcripts or records of proceedings of meetings with analysts and other investor relations conferences on the official website to ensure official confirmation and documentation of disclosures made.
  • PRAJ would ensure through the Chief Investor Relations Officer that all UPSI if required to be shared, would be shared on a need-to-know basis with proper checks and balances.Any information that may be classified as UPSI would be dealt with by the Directors and Employees of PRAJ with strict confidentiality.
  • This code has been considered and approved by the Board of Directors of PRAJ at its meeting held on 30th March, 2015 and authorized to be published on the official website of PRAJ on 15th May, 2015 with due intimation to National Stock exchange of India Ltd. and Bombay Stock Exchange Ltd.

Date: 15.05.2015 For Praj Industries Limited
Pramod Chaudhari
Executive Chairman

Vigil Mechanism and Whistleblower Policy

This policy was originally framed pursuant to Clause 49 of the Listing Agreement and Section 177 of the Companies Act, 2013.The Policy is amended by way of substitution of references of Clause 49 of Listing Agreement with references of Regulation 22(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which have came into effect from 1st December, 2015.


PREAMBLE

The Company believes in honest, transparent and ethical business practices to achieve its corporate goals. The Company believes in the maxim that means are as important as the objectives.

Further, Regulation 22(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 requires all listed companies to devise an effective Whistle Blower Mechanism enabling stake holders, including individual employees and their representative bodies, to freely communicate their concerns about illegal or unethical practices. Further, the said clause also requires the Company to establish a vigil mechanism for directors and employees to report concerns about unethical behavior, actual or suspected, fraud or violation of the Company's code of conduct or ethics policy.

Section 177 of the Companies Act, 2013, read with rules framed there under, also requires the Listed Company to establish a vigil mechanism for their Directors and employees to report their genuine concerns or grievances.

Accordingly, this Vigil Mechanism/Whistle Blower Policy ("the Policy") has been formulated with a view to provide a mechanism for Directors and employees and other stake holders of the Company to approach the Audit Committee of the Company. The Whistleblower Policy plays a significant role in eradication of malpractices in the organization. This policy provides all the stake holders a platform to point out the irregularities or misuse of rules and regulations or wrongful conduct or misbehavior in the system without fear or favor. The policy is applicable to all the Directors, employees and the other stake holders.



OBJECTIVE

The Policy aims at following objectives:

  • To encourage Directors, employees and stake holders to report without any fear of retaliation, to the Audit Committee about any suspected unethical behavior, malpractices, misfeasance, wrongful conduct, fraud, non-adherence to any of the Company’s policies, rules and regulations, violation of law etc.;
  • To build and strengthen a culture of transparency, integrity, honesty and trust amongst all stake holders;
  • To report alleged wrongful conduct to the Audit Committee;


PROCEDURE
  • Any Director, employee or stake holder (hereinafter referred to as (“Whistle blower”) can make disclosure to the Chairman or any member of Audit Committee through oral or written communication along with all the possible evidence he/she can muster in respect of any alleged unethical and/or improper practices or wrongful conduct or misbehavior. The Whistle blower should honestly believe that some unlawful behavior has been practiced within the organization. In the absence of Audit Committee members, the intimation should be given to the Compliance Officer of the Company. All such concerns are to be set forth in writing and forwarded in a sealed envelope to the Chairman or member of the Audit Committee.
  • The Audit Committee shall appropriately and expeditiously investigate all whistle blower complaints received.
  • The Audit Committee will approach the accused for his defense. The accused may give his defense inwriting. The Audit Committee is duty bound to consider the explanation of the accused before reaching to any preliminary conclusion;
  • Some of the illustrations of wrongful behavior are listed below:
    • Abuse or misuse of authority;
    • Misappropriation of Company’s assets including cash etc.;
    • Leakage of confidential and proprietary information;
    • Kickbacks and bribes from Company’s suppliers and service providers;
    • Manipulation of Company’s records / data;
    • Unofficial use of the assets of the Company;
    • Violating various Company policies/Codes, etc.

Generally anonymous complaints will not be entertained. In exceptional circumstances depending upon the seriousness of the alleged misbehavior, the Audit Committee may, in its absolute and unfettered discretion, take cognizance of such anonymous complaints.



METHODOLOGY
  • When an Audit Committee member receives a complaint of wrongful behavior or misconduct, he will immediately call for an Audit Committee meeting and discuss the said complaint in detail.
  • The Audit Committee may conduct preliminary investigations and form an opinion as to the veracity of the complaint.
  • If the Whistle blowercan provide additional evidences at this stage, the Audit Committee may consider the same otherwise the matter will be closed under intimation to him.
  • If on the basis of preliminary investigation the Audit Committee comes to the conclusion that the complaint has no basis, then the matter will be conveyed to the Whistle blower accordingly.
  • If Audit Committee comes to the conclusion that detailed investigation is necessary based on preliminary investigation then a full-fledged enquiry committee will be appointed to pursue the matter.
  • It may also entrust the matter to the Internal Auditors or outside legal, accounting or other experts, as appropriate, to conduct any investigation of complaints regarding financial statement disclosures, accounting, internal accounting controls, auditing matters or unethical behavior, actual or suspected fraud or violations of the Code of Conduct.
  • The findings of the enquiry committee or as the case may be, the Internal Auditors or outside legal, accounting or other experts shall be placed before the Audit Committee for its observations. If the accused is found guilty of misconduct or misbehavior, the Audit Committee may recommend to the Board, suitable action including but not limited to termination of his services.
  • If the Whistle blower is found to have abused this mechanism, the Audit Committee may recommend to the Board, suitable action including but not limited to termination of his services.
  • The Board shall inform to the Audit committee, action taken against the person found guilty.
  • In conducting any investigation, the Audit Committee shall use reasonable efforts to protect the confidentiality and anonymity of the Whistle blower.


CONFIDENTIALITY

All the disclosure made under this Whistle Blower Policy will be kept strictly confidential to the extent possible subject to the need for such disclosure in the interest of proper investigation if legal proceedings arise and/or as required by any statutory / regulatory authority or investigating agency.

Whistle blower shall not make any disclosures to any person other than committee unless otherwise instructed by the committee during the continuance of the investigation proceedings.



NO VICTIMIZATION

The Company undertakes that the Whistle blower will be protected at all cost, provided he is under honest belief that the alleged misbehavior took place.

There will be no harassment of any nature whatsoever to the Whistle blower provided that he is under honest belief about the behavior. This protection will not be available to any Whistle blower who misuses this mechanism for personal benefits.



AMENDMENT

The Company reserves its right to amend or modify this Policy in whole or in part, at any time without assigning any reason whatsoever.




Date: 29.01.2016 Pramod Chaudhari
Executive Chairman

Praj Policy on related party transactions

This related party transactions policy (the policy”) is amended to bring in line with the requirement of Regulation 23 (1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “Regulation 23” and Companies Act, 2013 read with Rule 6A of Companies (Meeting of Board and its Powers) Rules, 2014 and other applicable rules, including amendment thereto, if any, herein after referred to as “the Act”. The policy is intended to ensure transparency while dealing with the related parties, proper approval and reporting of transactions between the Company and its Related Parties.



PREAMBLE

Praj Industries Limited (the “Company” or “PRAJ”) recognizes the principles and objectives behind the mechanism prescribed by Regulation 23 and applicable provisions of the Act, with respect to the related party transactions. Being a listed Company, the above regulatory frame work needs to be considered cumulatively and carefully as it mandates application of stricter of the two. The objective of this policy is to ensure that the related party transactions are in the best interests of the Company and its stakeholders and have been approved by following the due process of applicable laws and regulations.



MATERIAL RELATED PARTY TRANSACTION

Any related party transaction will be considered material if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceeds or exceed ten percent of the annual consolidated turnover as per the last audited financial statements of the Company.or the amounts as may be prescribed under Regulation 23from time to time. The material threshold limit shall also apply for the purposes of making disclosures under the Companies Act, 2013 with respect to disclosure of material related party transactions.



MECHANISM FOR PLACING PROPOSED RELATED PARTY TRANSACTIONS BEFORE THE AUDIT COMMITTEE AND THE BOARD OF DIRECTORSFOR DECISION

The Company has set up internal procedures for capturing proposed related party transactions from the data available with the Company and on getting the information on such transactions the same is brought to the notice of management for initiating due process for approval of the same by the Audit Committee and/or as the case may be, by the Board of Directors or by the Members/shareholders of the Company.



MECHANISM FOR APPROVAL AND MONITORING OF RELATED PARTY TRANSACTIONS AND ROLE OF AUDIT COMMITTEE AND BOARD OF DIRECTORS:
  • The Audit Committee/Board of Directors (wherever applicable) , while approving related party transactions(which shall also include Omnibus approval for related party transactions), will follow the process as prescribed under Regulation 23 and applicable provisions of the Act, However, omnibus approval shall not be made for transactions inrespect of selling or disposing of the undertaking of the Company.
  • The Audit Committee shall review, atleast on quarterly basis, the details of related party transactions entered into by the Companypursuant to each of the omnibus approvals given.
  • The Board, as and when it shall deem fit and expedient, shall take an objective evaluation of the reviews made by Audit Committee of any related party transaction consistent with the objectives and principles of Regulation 23 and applicable provisions of the Act
  • The Audit Committee may recommend any modifications required in the policy.


INFORMATION AND RECORDS:

To review a Related Party Transaction, the Audit Committee shall be provided with all relevant material information of the Related Party Transaction, including the terms of the transaction, the business purpose of the transaction, the benefits to the Company and to the Related Party, and any other relevant matters. The Audit Committee may ask for the further information for reviewing the same.

This Policy has been communicated to all operational employees and other concerned persons of the Company. The policy is also being displayed on the website of PRAJ i.e. www.praj.net.

Any amendment(s) in Regulation 23 and the Act, , shall ipso facto apply to this policy without requiring to be approved by the Board of Directors. Any such changes shall be communicated to the Audit Committee and the Board of Directors for effectively implementing this policy.




Date: 29.01.2016 Pramod Chaudhari
Executive Chairman

Policy on Material Subsidiary

Material Subsidiaries Determination Policy “ the Policy” was framed pursuant to the Clause 49(V) (D) of the Listing Agreement and is amended pursuant to Regulation 16 (1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which have came into effect from 1st December, 2015.

For the purposes of this policy, a subsidiary shall be considered material if –



  • Investment of the Company in the subsidiary exceeds 20% of its consolidated net worth as per the audited balance sheet of the previous financial year;

    OR
  • If the subsidiary has generated 20% of the consolidated income of the company during the previous financial year.

The Company shall comply with Regulation 24 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with respect to its Material Subsidiary.



Dissemination

The Company's Policy on determination of Material Subsidiaries shall be published on its website and the web link thereto shall be provided in the Annual Report.




Date: 29.01.2016 Pramod Chaudhari
Executive Chairman

Nomination & Remuneration Policy

The Board of Directors of Praj Industries Limited (“the Company”), in view of enforcement of Companies Act, 2013 read with rules framed there under and amendment to Clause 49 of the Listing Agreement, re-designated the Remuneration Committee as “Nomination and Remuneration Committee” at the Meeting held on May 26, 2014 with immediate effect.

Further, this policy stands amended pursuant to Regulation 19(4) of the SEBI (Listing Obligations and Disclosure Requirements ) Regulations, 2015 which have came into effect from 1st December, 2015.

The Nomination and Remuneration Committee and this Policy shall be in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Regulation 19(4) of the SEBI (Listing Obligations and Disclosure Requirements ) Regulations, 2015 (as may be amended from time to time).



1. DEFINITIONS
  • Board means Board of Directors of the Company.
  • Key Managerial Personnel shall have the same meaning as given in Section 203 of the Companies Act, 2013 read with rules framed there under.
  • “Senior Management” shall mean personnel of the company (which include persons engaged as retainer or on contractual basis) who are members of its core management team excluding Board of Directors, comprising all members of management one level below the executive directors i.e. Level L4. Also any appointment or cessation of the functional head, shall be placed for noting by the Nomination & Remuneration Committee.”

    Explanation 1: - In case of any dispute whether a person is member of Senior Management or not, decision of concerned Executive Director shall be final.

    Explanation 2: Considering the criticality of a particular function, even if a person is not covered in the above definition, the Chairman will have discretion to treat him/ her as member of Senior Management for the purpose of this Policy.

    Explanation 3: The term “ Functional Head” shall mean the person, other than those in Level L4 and includes a person who is in an independent charge of any function.
  • The words and definitions not described herein above shall have the respective meanings under the Acts and legislations governing the same.


2. TERMS OF REFERENCE/ROLE OF COMMITTEE

The Terms of Reference of the Committee shall be:



  • To identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down, recommend to the Board their appointment and removal and to carry out evaluation of every Director’s performance.
  • To ensure that the level and composition of remuneration is reasonable and is sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully.
  • To ensure that relationship of remuneration to performance in respect of Directors, Key Managerial Personnel and employees of Senior Management is clear and meets appropriate performance benchmarks; and
  • To ensure that remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and variable pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals:
  • To formulate the criteria for determining qualifications of Directors, Key Managerial Personnel and employees of Senior Management, and also to determine criteria for positive attributes and independence of Directors.
  • To formulate criteria for evaluation of every Director including Independent Director and the Board.
  • To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation by the Board.
  • To recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and employees of Senior Management.
  • To provide to Key Managerial Personnel and Senior Management, reward linked directly to their efforts, performance, dedication and achievement relating to the Company’s operations.
  • To devise a policy on Board diversity from time to time.
  • To develop a succession plan for the Board and to regularly review the plan;


3. RETIREMENT AGE OF DIRECTORS, KMP AND SENIOR MANAGEMENT PERSONNEL

The KMP and Senior Management Personnel shall retire as per the prevailing HR policy of the Company.

As decided by the Board of Directors in its meeting held on 24.05.2011 the retirement age for Executive Directors shall be 65 years and for Non-Executive Directors shall be 70 years. The Board of Directors shall be at liberty to grant any extension as and when required on case to case basis.



4. STATUTORY POWERS OF THE COMMITTEE
  • The committee shall have a power to express opinion whether the Director possesses the requisite qualification for the practice of the profession, when remuneration is proposed to be paid for the services to be rendered in any other capacity and such services to be rendered are of a professional nature.
  • Where in any financial year during the currency of tenure of a managerial person, acompany has no profits or its profits are inadequate, the Committee mayapprove the payment of remuneration as per Section II of Part II of Schedule V to the Companies Act, 2013.


5. COMPOSITION OF COMMITTEE

The Committee shall comprise of at least three Non-Executive Directors, at least half of whom shall be independent Directors. The Board may appoint the Chairperson of the Company whether executive or non-executive as member of this committee.



6. CHAIRPERSON
  • The Chairperson of the Committee shall be an Independent Director.
  • In the absence of the Chairperson, the members of the Committee present at the meeting shall choose one of the Independent Directorsamongst them to act as Chairperson.
  • The Chairperson of the Nomination and Remuneration Committee shall endeavor tobe present at the Annual General Meeting.


7. MISCELLENEOUS
  • A member of the Committee is not entitled to be present when his or her own or his or her relative(s) remuneration is discussed at a meeting or when his or heror his or her relative(s) performance is being evaluated.
  • The Committee may invite Executive Directors, functional heads and outside experts, as it considers appropriate, to be present at the meetings of the Committee.
  • The Company Secretary of the Company shall act as Secretary of the Committee.

Date: 29.01.2016 Pramod Chaudhari
Executive Chairman

CSR policy

  • Praj Industries Limited “Praj” is a socially responsible corporate citizen. Praj recognizes trusteeship as a critical function of an organization in discharging its responsibility towards the society, environment and its resultant ecosystem.
  • Praj is committed to supporting sustainable development in identified societies through effective interventions at various levels.

    To ensure this, Praj shall undertake the following activities:
    • Environment sustainability and Rural development
    • Healthcare including Preventive health and Eradication of Malnutrition
    • Promotion of Education, Capacity Building, Employment and Gender equality
    • Assistance to Orphanage, Old Age Homes and Differently Abled
    • Training to promote nationally recognized Sports
    • Protecting art and culture
  • Praj has established CSR Committee as per the provision of the Companies Act 2013. CSR Committee will recommend CSR activities to be undertaken by the company, to the Board as specified in Schedule VII of the Companies Act, 2013 ( here in after referred to as "the Schedule VII").
  • Praj will spend, in every financial year, at least 2 per cent of the average net profits of the company made during the 3 immediately preceding financial years, in pursuance of the Companies Act 2013 and rules framed thereunder for the purposes specified in Schedule VII and also in pursuance of this CSR Policy
  • Surplus arising out of the CSR activity will never form the part of business profits of the company.
  • Praj will undertake CSR activities primarily in and around the areas of operation of the Company.
  • Praj will execute the CSR activities directly or through Praj Foundation or appropriate NGOs.
  • Praj will monitor the progress of the CSR project and activities regularly with respect to quality of its implementation, cost and schedule with the same vigor as its business activities. The impact assessment of its projects at suitable intervals will be conducted diligently.
  • Praj will also encourage Personal Social Responsibility (PSR) amongst PRAJites to enhance their social sensitivity by voluntary self-engagement in social activities recognized under Schedule VII.
  • Praj endeavors to undertake activities, not specifically mentioned above, but covered under Schedule VII.



Date: 04.04.2014 Pramod Chaudhari
Executive Chairman

Board Diversity Policy

This policy was originally framed pursuant to Clause 49 of the Listing agreement and is amended pursuant to Regulation 19(4) of the SEBI (Listing Obligations and Disclosure Requirements ) Regulations, 2015 which have came into effect from 1st December, 2015.



PURPOSE

The Board Diversity Policy (‘the Policy’) sets out the approach to have diversity on the Board of Directors (‘Board’) of Praj Industries Limited (‘Praj’).



SCOPE OF APPLICATION

The Policy applies to the Board.



POLICY STATEMENT

Praj recognizes and embraces the benefits of having a diverse Board and sees increasing diversity at Board level as an essential element in maintaining a competitive advantage. A truly diverse Board will include and make good use of differences in the skills, regional and industry experience, background, race, gender and other distinctions between Directors. These diversities will be considered in determining the optimum composition of the Board and when and wherever possible should be balanced appropriately. All Board appointments are made on merit, in the context of the skills, experience, independence and knowledge which the Board as a whole requires to be effective.

The Nomination & Remuneration Committee (‘Committee’) reviews and assesses Board composition on behalf of the Board and recommends the appointment of new Directors also considering the provisions of Companies Act, 2013 and rules framed thereunder. The Committee also oversees the conduct of the annual review of Board effectiveness.

In reviewing Board composition, the Committee will consider the benefits of all aspects of diversity including, but not limited to, those described above, in order to enable it to discharge its duties and responsibilities effectively.

In identifying suitable candidates for appointment to the Board, the Committee will consider candidates on merit against objective criteria and with due regard for the benefits of diversity on the Board.

The Committee will discuss any revisions that may be required and recommend any such revisions to the Board for approval.




Date: 29.01.2016 Pramod Chaudhari
Executive Chairman

PRAJ Code of Conduct for Board and Senior Management

This code of conduct is framed as per Clause 49 II (E) of the Listing Agreement and is amended pursuant to Regulation 17(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which have came into effect from 1st December, 2015.



INTRODUCTION
  • This Code of Conduct (hereinafter referred to as the “Code”) is “The Code of Conduct applicable to Directors and Senior Management of Praj Industries Limited” (hereinafter referred to as “Praj”).
  • This Code envisages that the Directors and Senior Management (as hereinafter defined) must act within the bounds of the authority conferred upon them as per Companies Act, 2013 and with a duty to comply with the requirements of other applicable laws and within the Code of Conduct as given below.
  • The purpose of this Code is to maintain ethical standards and transparency in managing the affairs of Praj, to sustain the trust and confidence reposed by the stakeholders of Praj.


OBJECT & APPLICABILITY

The objective of this Code is to conduct the business of Praj in accordance with the applicable Laws, Regulations, and Rules and with the highest standards of ethics, transparency and values. The matters covered in this Code are of utmost importance to Praj, its Shareholders and other Stakeholders.

This Code is applicable to all the Company Directors and Senior Management with a view to:

  • Promote and ensure honest and ethical conduct including ethical handling of actual or apparent conflicts of interests between personal and professional relationships;
  • Promote and ensure full and fair disclosure in reporting.
  • Promote and ensure compliance with all applicable laws, rules and regulations.


DEFINITIONS & INTERPRETATION

In this Code, unless repugnant to the meaning or context thereof, the following expressions, wherever used, shall have the meaning assigned to them as below:

The term “Praj” shall include wholly owned subsidiaries of Praj Industries Limited.

“Senior Management” shall mean persons who are members of its core management team excluding Board of Directors. This shall include persons, whether regular employees / contractual employees or the persons for the time being engaged on assignment / retainer basis, who are directly reporting to Executive Director/including the functional heads.

Explanation 1: In case of any dispute whether a person is member of senior management or not, decision of concerned Executive Director shall be final.

Explanation 2: Considering the criticality of a particular function, even if a person is not covered in the above definition, CEO & MD will have discretion to treat him as member of senior management for the purpose of this Code.



ETHICAL CONDUCT
  • Every Director while dealing with an outsider shall comply with Policy on Related Party Transactions and this code as adopted by the Board.
  • Senior Management shall act within the authority conferred by Praj, keeping the best interests of Praj in view and shall exercise utmost care, skill, diligence, honesty, good faith and integrity as well as high moral and ethical standards.
  • The Directors and/ or Senior Management, as the case may be, while discharging their respective duties shall;
  • Fulfill their fiduciary obligations without allowing their independence of judgment to be compromised;
  • Act fairly, reasonably and transparently and not participate in any decision-making process on a subject matter in which a conflict of interest exists or is likely to exist and independent judgment in Praj’s best interest cannot be exercised;
  • Take approval of Board of Directors or as the case may be, Executive Director/s whenever there is a potential or likely conflict of interest while dealing on behalf of the Company;
  • Not have any personal and/or financial interest in any business dealings concerning Praj;
  • Not have any dealings with a contractor or supplier which would compromise the ability to transact business on a professional, impartial and competitive basis or influence decisions to be made by Praj;
  • Not hold any positions or jobs or engage in other businesses or interests that are prejudicial to the interests of Praj;
  • Not exploit for his own personal gain, opportunities that are discovered through use of corporate property, information or position, unless the opportunity is disclosed fully in writing to the Chairman/Board and the Chairman/Board authorizes him/ her to pursue such opportunity;
  • Not seek, accept, or offer or make, directly or indirectly, any gifts, illegal payments, remuneration, donations or comparable benefits which are intended to or perceived to obtain business or uncompetitive favors for the conduct of business;
  • Not commit any offence involving moral turpitude or any act contrary to law or opposed to public policy.
  • Protect Praj’s Assets and ensure their efficient use. All assets of Praj should be used only for legitimate business purposes and shall not be used in violation of any applicable laws and regulations, and for personal benefit.
  • Comply with all laws, rules and regulations applicable to Praj including various policies of Praj and this Code of Conduct.
  • Build relationships with customers, vendors and fellow employees based on trust and treat every individual with respect and dignity in the conduct of Praj’s business.
  • Desist from any activity that could involve or lead to involvement in any unlawful practice or any harm to Praj’s reputation or image.
  • Provide accurate and reliable information in records submitted, safeguard Praj’s confidential information and respect the confidential information of other parties with whom Praj does business or competes.
  • Provide Praj’s Auditors with access at all times to Praj’s records, information and accounts (in whatever form they are held) and provide additional information as requested by them. If such requested information is legally privileged, the employee must contact the Legal / Secretarial Department before responding to the request.


CONFLICT OF INTEREST

All the Directors and Senior Management shall act in accordance with highest standard of personal and professional integrity, honesty and ethical conduct. All Directors and Senior Management must avoid any conflict of interest between themselves and Praj. A conflict of interest occurs when the personal interest interferes or appears to interfere with the interest of Praj on the one hand and its Directors and Senior Management on the other hand when:

  • He/ She takes actions or has interests that may make it difficult to perform his/her duty objectively and effectively with due integrity.
  • He/ She or his/her member of the family or his/ her agent receives improper personal benefits as a result of his/her position as a Director / Senior Management of Praj.
  • Any outside business activity that hinders his/her ability to devote appropriate time and attention to his/her responsibilities with Praj.
  • The receipt of any gift / entertainment from any person / company with which Praj has business dealings.
  • Any significant ownership interest in any supplier, customer, development partner, or competitor of Praj.
  • Any consulting or employment relationship with any supplier, customer, business associate or competitor of Praj.

If any such situation arises, Directors and Senior Management must disclose the fact to the Board and in case of Senior Management, they may additionally disclose the same as per the requirement of Vigil Mechanism/Whistleblower Policy framed by Praj.



RESPONSIBILITY
Directors

Directors should be a role-model for these standards by visibly demonstrating support and by regularly encouraging adherence by the Senior Management.



Senior Management

Senior Management should inculcate the objectives of this Code throughout the organization by visibly demonstrating support and by regularly encouraging adherence to the Code.



Disclosures
  • Notwithstanding above, where any instances of conflict of interest exist due to any reasons, adequate and full disclosure by the interested Director/Senior Management should be made as given in sub clause (b) of this clause. It is also incumbent upon every Director and Senior Management to make a full disclosure of any interest which Director or Senior Management including their relatives, may have in a company or firm which is a supplier, customer and distributor of or has other business dealings with Praj.
  • With respect to related party disclosures, Board Members shall make disclosure to the company and Senior Management shall make disclosure to the Executive Director/s.
  • All the Directors and Senior Management should not misrepresent, or cause others to misrepresent, facts about Praj to others within or outside Praj including to Praj’s Auditors, Government Regulators and stakeholders.
  • If Director and/or Senior Management fails to make a disclosure as required herein, and Praj of its own accord becomes aware of an instance of conflict of interest that ought to have been disclosed by the Director and/or Senior Management, Praj would take a serious view of the matter and may initiate suitable process to examine the matter further and if required, to take suitable action.


OTHER DIRECTORSHIPS

Unless specifically permitted by the Chairman of the Board, member of Senior Management shall not serve as Director of any other company or as partner of a firm that is engaged in a competing business with Praj. Whole Time Directors shall not accept any appointment or post, whether advisory or administrative, in any firm or company, whether Indian or foreign, having competing interests with Praj within two years from the date of cessation of Directorship of Praj unless approved by the Board of Directors.



INSIDER TRADING

Every Director and Senior Management shall comply with the Code of Internal Procedures and Conduct for prohibition of Insider Trading as per SEBI guidelines/regulations (as amended from time to time) in dealing with the securities of the Company.



PUBLIC REPRESENTATION AND CONFIDENTIALITY OF INFORMATION
  • Praj honors the information requirements of the public and its stakeholders. In all its public appearances with respect to disclosing information in relation to Praj’s activities to public constituencies such as the media, the financial community, employees and shareholders, the Praj Group shall be represented only by specifically authorised Officers.
  • Any information concerning Praj’s business, its customers, suppliers, etc. to which the Officers have access or which is possessed by the Officers, must be considered privileged and confidential and should be held in confidence at all times, and should not be disclosed to any person, unless (i) authorized by the Board; or (ii) the same is part of the public domain at the time of disclosure; or (iii) is required to be disclosed in accordance with applicable laws

REGULATORY COMPLIANCE

Every Director and/or Senior Management shall, in his business conduct, comply with all applicable laws, rules and regulations.



DUTIES OF INDEPENDENT DIRECTORS AS PER SCHEDULE IV OF THE COMPANIES ACT, 2013

The independent directors shall:

  • undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the company;
  • 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;
  • strive to attend all meetings of the Board of Directors and of the Board committees of which he is a member;
  • participate constructively and actively in the committees of the Board in which they are chairpersons or members;
  • strive to attend the general meetings of the company;
  • 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;
  • keep themselves well informed about the company and the external environment in which it operates;
  • not to unfairly obstruct the functioning of an otherwise proper Board or committee of the Board;
  • 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;
  • 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;
  • report concerns about unethical behavior, actual or suspected fraud or violation of the company’s code of conduct or ethics policy;
  • acting within his authority, assist in protecting the legitimate interests of the company, shareholders and its employees;
  • 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.

AMENDMENTS TO THE CODE

The provisions of this Code can be amended and modified by the Board of Directors of Praj Industries Limited from time to time and all such amendments and modifications shall take effect from the date stated therein.

Provided that, any amendment(s) to Regulation 17(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and/or the Companies Act, 2013 and the rules framed there under, shall ipso facto apply to this code without requiring to be approved by the Board of Directors.

All Directors and senior management shall be duly informed of such amendments and modifications.



PLACEMENT OF THE CODE ON WEBSITE

Pursuant to Regulation 17(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, this Code and any amendment thereto shall be posted on the website of the Praj Industries Limited.


ENFORCEMENT OF CODE OF CONDUCT

Each Director and Senior Management shall be accountable for complying with this Code.


CONSEQUENCES OF NON-COMPLIANCE OF THE CODE

All Directors and Senior Management shall strictly comply with this Code of Conduct and if any suspected violation is noted it should be brought to the notice of the Board of Directors. Violation of Code of Conduct will be investigated by the Board or person/s designated by the Board and appropriate action will be taken. So far as the Directors are concerned, violation of the Code of Conduct shall be dealt with as per the Companies Act/SEBI regulations.



Date: 29.01.2016 Pramod Chaudhari
Executive Chairman


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