Policies :: Tradeimpex Polymers India Pvt. Ltd.

Corporate Social Responsibility Policy
Vigil Mechanism Policy

Note: Signed Scanned also attached

Introduction

Corporate Social Responsibility (CSR) is a company’s commitment to its stakeholders to conduct business in an economically, socially and environmentally sustainable manner that is transparent and ethical.
TPIPL, through its CSR and sustainable development initiatives, shall continue to undertake projects for sustainable development, mainly focusing on fulfillment of power and energy needs of the society.
The main focus of CSR activities would be to undertake those activities benefit persons directly impacted by the activities of TPIPL as well as activities that help to reverse any adverse impact on the environment and ecology.
Section 135 of the Companies Act 2013 which deals with the CSR activities. The Board of Directors of TPIPL in its meeting held on 16-08-2021 constituted a CSR Committee of TPIPL for implementation of CSR Activities as required under the provisions of the Act.

Definitions

Act means Companies Act, 2013 as amended from time to time.
Corporate Social Responsibility or CSR activities means Corporate Social Responsibility (CSR) or activities as defined in Section 135 of the Act, Rules and Schedule(s) as amended from time to time.
CSR Committee means a CSR Committee constituted/reconstituted by the Board in accordance with the Act.
Rules means the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time, prescribed under the Act.
TPIPL means TradeImpex Polymers India Pvt. Ltd. or The Company.

The Objective Of The Tpipl ‘CSR Policy’ Is To

Ensure an increased level of commitment at all levels in the organization, to operate its business in an economically, socially & environmentally sustainable manner.
Generate a societal goodwill for TPIPL through CSR activities.
To promote high standard of authenticity, responsibility and accountability toward all stakeholders including employees, community, consumers, Government, etc.
To promote socio-economic development through community development initiatives/programs.
To bring about attitudinal change in TPIPL employees and other stakeholders about the idea of CSR.
To create a frame work, procedure for assessment, implementation and monitoring of any activity under CSR.

Activities To Be Undertaken Under CSR

As a social responsible corporate entity, TPIPL would Endeavour to:

Priority will be given for CSR activities to the stakeholders directly impacted by the operations of the Company.
Promote and leverage green technologies to produce power that contribute to social and environmental sustainability.
Take up projects that provide energy, water and sanitation facilities to the communities.
Take up activities to support “Differently able persons”.
Take up issues which are of foremost concern in the national development agenda like safe drinking water for all, provision of toilets especially for girls.
Take up issues to promote employment enhancing vocation skills especially among children, women, elderly and livelihood enhancement projects.
Take up measures for reducing inequalities faced by socially and economically backward groups.
Take up measures to ensure environmental sustainability, ecological balance, welfare, agro forestry, conservation of natural resources and maintaining quality of air and water.
Contribution to the Prime Minister’s National Relief Fund or any other fund set up by the Central government for socio-economic development and relief and welfare of the Schedules Castes, the Scheduled Tribes, other backward classes.
Rural development projects.
Slum area development
Take up measures related to power sector.
Any other initiative of Central/State Government with respect to CSR activities.

The following activities will not be considered as CSR activities:

Activities undertaken in pursuance of normal course of business of the Company.
Activities that benefit only the employees of the Company.
Contribution of any amount directly or indirectly to any political party.
Any activity not approved by the Board or Competent Authority as decided by the board.

Strategy:

As a responsible corporate entity, TPIPL shall consistently strive to meet the expectations of the society by supporting initiatives for improving infrastructure/quality of life of society/community without compromising on ecological issues on sustainable basis. It shall not support activities which may create dissatisfaction within the society and which may affect social harmony in any manner.
TPIPL shall align their CSR and Sustainability Policy with their business policies and strategies to the extent possible.

Procedure For CSR Activities

The CSR Committee shall recommend to the Board suitable CSR Activities to be undertaken during the financial year along with the detailed plan, modalities of execution, implementation schedule, monitoring process and amount to be incurred on such activities;
The Board shall give its approval based on the recommendation of the Committee and in compliance of this Policy;
The Committee, after approval, shall submit its report giving status of the CSR Activities undertaken, Expenditure incurred and such other details as may be required by the Board for meeting the requirements arising out of immediate and urgent situations.

Administrative Setup

Role of the Board of Directors:

The Board shall constitute a CSR committee as per the provisions of the Companies Act,2013.
Taking into account the recommendations made by the CSR committee, approve the CSR Policy for the Company.
Disclose the composition of the CSR Committee in the Board Report.
Disclose the contents of the Company CSR Policy in the Board Report.
Ensure placing of the contents of the Company CSR Policy on the website of the Company.
Ensure that the CSR Policy is implemented.
Approve the methodology proposed by the CSR committee for transparent monitoring the progress of implementation of the CSR activities.
Ensure that the Company spends annually at least two per cent of the average net profit made during the three immediately preceding financial years on CSR Policy as provided in section 135 of the Companies Act 2013 and relevant rules there under.
(Average Net Profit must be calculated as provided for in SECTION 198 of the Act 2013.)
When the Company fails to spend the specified amount for CSR activities the Board must specify the reasons for inability to spent the said sum in the Board Report.

Role of CSR Committee:

Formulate and recommend to the Board, a CSR Policy which shall indicate the activities to be undertaken by the company as provided in Section 135 of the Companies Act, 2013 and relevant rules there under.
Recommend the amount of expenditure to be incurred on the CSR activities as per the CSR Policy.
Monitor of the CSR Policy of the company from time to time.
To conduct impact studies on a periodic basis, through independent professional third parties/professional institutions, especially on the strategic and high value programs.

Approving Authorities

Every proposal under CSR activity shall be put to the CSR committee of Directors after following the usual approval process with TPIPL. Proposals approved and recommended by the CSR Committee shall be put up to the Board of Directors.
All the CSR project proposals shall be approved by the Board of Directors before implementation.

Monitoring And Evaluation Of Csr Activities

The CSR Committee will be responsible for setting up a transparent monitoring system of the CSR activities of the Company.
The Board may be kept informed regarding the progress in implementation of CSR Policy and activities in keeping with the periodicity decided by the board.
The CSR Committee shall be responsible for monitoring the project and shall provide periodic reports to TPIPL on the implementation part.

Project Identification

While identifying the CSR initiative, TPIPL would consider the following broad parameters while identifying/selection of schemes/Projects:

Need identification Studies by the Senior Management/professional institution/agencies.
Internal need assessment by cross-functional team at the local level.
Receipt of proposals from local government, etc.
Suggestions from the Board of Directors/senior management level.

Documentation

Appropriate documentation of CSR Policy, annual CSR activities, executing partners’ details and expenditure incurred shall be undertaken on a periodical basis and the Company’s CSR policy as well as its activities shall be suitably placed on its website.

Allocation Of Funds

At least two per cent of the average Net profit made during the three immediately preceding financial years on CSR Policy as provided in section 135 of the Companies Act 2013 and relevant rules there under.
(Average Net Profit must be calculated as provided for in Section 198 of the Act 2013.)

Failure To Spend The Csr Money

In case the Company fails to spend the targeted amount in that particular financial year, the Committee shall submit a report in writing to the Board of Directors specifying the reasons for not spending the amount which in turn shall be reported by the Board of Directors in their Board Report for that particular Financial Year.
Surplus arising out of the CSR initiatives shall not form part of the business profits of the Company.

Note: Signed Scanned also attached

The Vigil Mechanism Policy of Tradeimpex Polymers India Private Limited is as under:

Preamble:

The Vigil Mechanism aims to provide a channel to the Directors and employees to report genuine concerns about unethical behavioural of any employee of the company who shall promptly report to the management, and when she / he becomes aware of any actual or possible violation or an event of misconduct or act not in the Company's interest.
The company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, the Company encourages its employees who have genuine concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment.
The Companies Act, 2013 mandates that the company shall establish a vigil mechanism for Directors and Employees to report their genuine concerns about the Company’s functioning
This neither releases employees from their duty of confidentiality in the course of their work nor can it be used as a route for raising malicious or unfounded allegations about a personal situation.

Definitions:

"Protected Disclosure" means a written communication of a concern made in good faith, which discloses or demonstrates information that may evidence an unethical or improper activity under the title "SCOPE OF THE POLICY" with respect to the Company. It should be factual and not speculative and should contain as much specific information as possible to allow for proper assessment of the nature and extent of the concern."
Subject" means a person or group of persons against or in relation to whom a Protected Disclosure is made or evidence gathered during the course of an investigation.
“Committee" is a group of person or Committee of persons, nominated/appointed to receive protected Disclosures from whistle blowers, maintaining records thereof, placing the same before the Board of Directors for its disposal and informing the Whistle Blower the result thereof.
“Whistle Blower “is a director or employee who makes a Protected Disclosure under this Policy and also referred in this policy as complainant.
“Employee” means every permanent employee of the Company and its Directors.
“Investigators” mean persons authorized, appointed, consulted or approached by the Board of Directors for dealing with any matter covered by this Policy by the Company.

Scope:

The Policy is an extension of the Code of Conduct for Directors & Senior Management Personnel and covers disclosure of any unethical and improper or malpractices and events which have taken place/ suspected to take place.
This Policy should not be used in place of the Company’s Grievance Redressal Procedure or be a route for raising malicious or unfounded allegations against other Employee(s).

Procedure:

All Protected Disclosures should be addressed to the Chairman of the Board of Directors of the Company for investigation and sent in a sealed cover to the Vigilance officer.
Protected Disclosures should preferably be reported in writing so as to ensure a clear understanding of the issues raised and should either be typed or written in a legible handwriting in English or Hindi.
The Protected Disclosure should be forwarded under a covering letter which shall bear the identity of the Whistle Blower with his / her designation, place of posting, residential address and contact phone number. The covering letter will be detached before the Protected Disclosure is forwarded to any investigator.
Protected Disclosures should be factual and not speculative or in the nature of a conclusion, and should contain as much specific information as possible to allow for proper assessment of the nature and extent of the concern.

Investigation:

All Protected Disclosures reported under this Policy will be thoroughly investigated under the supervision of the Board of Directors.
The Board of Directors may, at its discretion, consider involving any Investigators for the purpose of investigation.
The identity of a Subject and the Whistle Blower will be kept confidential to the extent possible given the legitimate needs of law and the investigation.
Subjects will normally be informed of the allegations at the outset of a formal investigation and will have opportunities for providing their inputs during the investigation.
Subjects shall have a duty to co-operate with the process of scrutiny and / or investigation.
Subjects have a responsibility not to interfere with the scrutiny and /or investigation. Evidence shall not be withheld, destroyed or tampered with, and witnesses shall not be influenced, coached, threatened or intimidated by the Subjects.
The investigation shall be completed normally within 90 days of the receipt of the Protected Disclosure.

Confidentiality:

The complainant, Vigilance Officer, Members of Board of Directors, the Subject and everybody involved in the process shall, maintain confidentiality of all matters under this Policy, discuss only to the extent or with those persons as required under this policy for completing the process of investigations and keep the papers in safe custody.

Investigators:

A team of Investigators to be authorized by the Board of Directors will conduct the process towards fact-finding and analysis with regard to the Protected Disclosures. They should be senior officials of the Company or outside experts, wherever required, having necessary experience dealing with similar matters.
Technical and other resources may be drawn upon as necessary for the investigation. All Investigators shall be independent and unbiased both in fact and as perceived. Investigators have a duty of fairness, objectivity, thoroughness, ethical behavior, and observance of legal and professional standards.

Reporting:

The Investigators shall submit a report to the Chairman of the Board of Directors on a quarterly basis about all Protected Disclosures referred to them since the last report together with the results of investigations, if any.

Decision :

If an investigation leads to the conclusion that an improper or unethical act has been committed, the Chairman of the Board of Directors shall recommend to the management of the Company such disciplinary or corrective action as may be deemed fit.

Retention of documents:

All Protected Disclosures in writing or documented along with the results of investigation relating thereto shall be retained by the Company for a minimum period of seven years.
This issues with the approval of Board of Directors of Tradeimpex Polymers India Private Limited