- Annual Report
- Annual General Meeting
Terms and conditions of appointment of Independent Directors
The term of appointment:
Independent Directors are appointed for a period of 5 years.
As Independent Directors, they will not be liable to retire by rotation.
Reappointment at the end of the Term shall be based on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the Board and the shareholders. The reappointment would be considered by the Board based on the outcome of the performance evaluation process and the directors continuing to meet the independence criteria.
The expectations of the Board from the appointed Director
- Time Commitment:- The Company anticipates a commitment of sufficient time and attention as necessary in order to perform their duties under the appointment.
- Strategy:- The Company expects that the Independent Directors will constructively challenge and contribute to the development of strategy.
- Performance:- Independent Directors shall scrutinize the performance of management in meeting agreed goals and objectives and monitor the reporting of performance .
- Risk:- Independent Directors should satisfy themselves that the financial information is accurate and that financial controls and systems of risk management are robust and defensible.
- Confidentiality:- Independent Directors must apply the highest standards of confidentiality and not disclose to any person or Company (whether during the course of the Appointment or at any time after its termination) any confidential information concerning the Company and any group Companies with which they come into contact by virtue of their position as a Non-Executive Independent Director of the Company.
Appointment in Board-level committees and its tasks.
During their tenure of appointment the Independent Directors may be asked to serve on one or more of the Board Committees and they will be provided with copies of the terms of reference for each of those Committees.
The fiduciary duties that come with such appointment along with accompanying liabilities:
- should submit a declaration in the beginning of every financial year under section 149 (7) of the Companies Act, 2013 (“the Act”) during your tenure confirming whether you meet the criteria of independence.
- Should promptly inform the Board of any change in the status of your independence.
- shall not breach any of the terms and conditions pertaining to Independent Directors as mentioned in the Companies Act, 2013 or the listing agreement or any other Act or Regulations.
- shall display utmost alacrity in approving financial statement.
- shall disclose interest in any of the contract or arrangements and also disclose the interest on periodical basis as required under law.
- shall strive to attend all meeting including Board, Committee and General Meetings. They shall actively participate in the meetings.
- shall not compromise or allow to compromise "Independence"
- shall not misuse the assets, property, information or any other matter that may be in possession, in the capacity as a Director of the Company.
- shall ensure compliance of all the laws of the land.
The above list is only indicative and not exhaustive.
Any breach of fiduciary duties would warrant civil and criminal action or both by the Company, its shareholders, statutory authorities and others. The Companies Act, 2013, envisages huge penalties and imprisonment for such breaches. They are also exposed to Class Action Suit by Shareholders.
The list of actions that a director should not do while functioning as such in the company.
Independent Directors shall not
- misuse the information in their possession for personal gains.
- engage in any way (both directly or indirectly) with the competitors.
- in any way indulge in activities which may be construed as conflict of interest.
- break any law of the land or indulge or provoke the co-directors or employees to do the same.
The above list is only indicative and not exhaustive.
The remuneration, mentioning periodic fees, reimbursement of expenses for participation in the Boards and other meetings and profit related commission, if any.
Presently all the non-whole time Directors are remunerated by way of Sitting Fees. The expenses incurred by the Directors for attending the Board or Committee Meetings or any other work can be reimbursed.
The Appointment Letter is issued based on the Act, Rules and other Regulations prevalent at the time of appointment. Any change in above, shall automatically entail changes in the terms and conditions.
The Board or its Committee is empowered to change the policy, from time to time. Such change in policy shall be informed to Independent Directors.
The Board or it Committee are empowered to review and change the terms and conditions of this letter. Any changes, thereof, will be informed to the Independent Directors.
Corporate Social Responsibility Policy
The Board of Directors (the “Board”) of Elgi Ultra Industries Limited (the “Company”) has adopted the following policy and procedures with regard to Corporate Social Responsibility as below. The Board may review and amend this policy from time to time. This Policy will be applicable to the Company effective 01st April 2014. This Policy is in terms of Section 135 of the Companies Act 2013.
The Elgi group of companies has a long history of implementing socially focussed activities. Having established Coimbatore as its industrial base and headquarters, Company has been engaged in education and community development projects in and around Coimbatore for a number of decades now. Company has always contributed its mite to enhancing societal sustainability along with economic and environmental sustainability. Company always believed that serving the community around it in some form is one of the purposes of its business. Enhancing human excellence and improving quality of life is Company’s endeavour. Corporate Social Responsibility ( “CSR”) activities of Company are independent of the normal conduct of Company’s business. Going forward, CSR activities are expected to cover other areas too.
It is Company’s CSR policy:
- To establish, acquire, maintain, manage and/or support schools, colleges, vidyapiths, training institutes, balamandirs, study centres, universities, planetarium and other institutions for imparting education, vocational skills, livelihood enhancement projects and training to students.
- Promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes day care centres and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups
- Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agro forestry, conservation of natural resources and maintaining quality of soil, air and water;
- To establish and support professorships, fellowships, lectureship, scholarship and prizes at schools, colleges and other educational institutions,
- To contribute funds for technology incubators located within academic institutions which are approved by Central Government;
- To assist in the promotion of research and development in various fields of higher education in its widest and most comprehensive sense.
- To render aid and relief to the poor and deserving persons at all times during epidemic, famine, floods, earthquake and unforeseen natural calamities.
- To help poor widows, aged persons, physically and mentally challenged persons and destitute persons, including setting up homes, orphanages and the like.
- To pursue CSR programmes in relevant local areas to fulfil commitments arising from requests by governmental/regulatory authorities and to spend monies through administrative bodies of the government and/or directly by way of developmental works in local areas around which Company operates.
- To promote sustainability in partnership with industry associations, like the CII, FICCI, ASSOCHAM, MCCI etc.
- To promote or aid Rural Development projects
To implement Company’s CSR programmes through Company’s employees or through external implementing agencies or through registered trusts, foundations and charitable organisations as may be decided by Company from time to time. In such cases, Company will specify the CSR programmes which may be undertaken by those trusts in accordance with their objects and administrative and accounting processes laid down in the respective trust deeds/memoranda and articles of association.
- Every year, the CSR committee of the board of directors of Company will place for the board’s approval, a CSR plan delineating the CSR programmes to be carried out during the financial year and the specified budgets thereof. The board will consider and prove the CSR plan with any modifications that may be deemed necessary.
- The CSR committee will assign the task of implementation of the CSR plan within specified budgets and timeframes to such persons or bodies as it may deem fit.
- The persons/bodies to which the implementation is assigned will carry out such CSR programmes as determined by the CSR committee within the specified budgets and timeframes and provide feedback to the CSR committee on the progress thereon.
- The CSR committee shall review the implementation of the CSR programmes and issue necessary directions from time to time to ensure orderly and efficient execution of the CSR programmes in accordance with this policy.
- At the end of every financial year, the CSR committee will submit its report to the board.
As a policy, Company has to spend up to 2% of the Average Net profits of the company made during the three immediately preceding financial years towards CSR activities. CSR expenditure will include all expenditure, direct or indirect, incurred by Company on CSR programmes undertaken in accordance with approved CSR plan. Any amount that remains unspent at the end of the financial year along with the reasons for the same shall be disclosed by the Board in its report under section 134(3) of Companies Act, 2013.
This policy along with changes, if any, from time to time, should be placed on the Company’s website.