As per Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, every listed entity is required to make disclosures of any events or information, which, in the opinion of the Board of Directors of the listed entity, is material and such disclosures shall be hosted on the website of the listed company for a minimum period of one year and thereafter as per the policy of the Company as disclosed in the website.
1.All regulations made under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements), 2015, shall be kept on the website of the Company for a period of five years, and thereafter in the archives of the Company for a period of two years.
2. This policy is subject to review by the Board of Directors from time to time.
Policy on Materiality of Related Party Transactions
(Pursuant to clause 23 of SEBI (Listing Obligations & Disclosure Requirements), 2015)
Clause 23 under Chapter IV of SEBI (Listing Obligations & Disclosure Requirements), 2015, requires all listed companies to formulate a Policy on Materiality of Related Party Transactions and on dealing with such Related Party Transactions. Accordingly, the following Policy is framed:-
1. All Related Party Transactions (RPTs) of the company covered under the Companies Act, 2013 and Clause 49 of the Listing Agreement will be approved by the audit committee of the Board from time to time.
2. Consent of the Board and the Shareholders would be taken in respect of all RPTs, except in the following cases:
i. Where the transactions are below the threshold limits specified in the Companies Act, 2013 & Rules thereunder or the Listing Agreement, as may be applicable; or
ii. Where the transactions are entered into by the company in its ordinary course of business and are on an arms’ length basis; or
iii. Where the transactions to be entered into individually or taken together with previous transactions during a financial year do not exceed ten percent of the annual consolidated turnover of the company as per the last audited financial statements of the company.
Dealing with Related Party Transactions shall be in accordance with the Companies Act, 2013 & Rules thereunder, Clause 49 of the Listing Agreement and other applicable provisions for the time being in force.
The above policy is subject to change from time to time.
Code of Practices
Regulation (8) of the SEBI (Prohibition of Insider Trading) Regulations, 2015 requires a listed company to formulate and publish on its official website a “Code of Practices and Procedure for fair disclosure of Unpublished Price Sensitive Information” in adherence to the principles set out in Schedule A to the said Regulations.
Accordingly, the following code is hereby framed:
1. The company shall ensure prompt public disclosure of UPSI that would impact price discovery, as soon as it has credible and concrete information, in order to make such information ‘generally available’, i.e. to make the information accessible to the public on a non-discriminatory basis.
2. The company shall ensure a uniform and universal dissemination of UPSI to avoid selective disclosure.
3. The company shall ensure prompt dissemination of UPSI that gets disclosed selectively, inadvertently or otherwise to make such information ‘generally available’.
4. The company shall ensure an appropriate and fair response to queries on news reports and requests for verification of market rumours by regulatory authorities.
5. The company shall ensure that information shared with any analysts and research personnel is not UPSI.
6. The company shall develop 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.
7. The company shall ensure the handling of all UPSI on a need-to-know basis.
8. The Company Secretary of the Company shall act as the Compliance Officer for the purpose of dealing with dissemination of information and disclosure of UPSI as contained herein.
The Nomination & Remuneration Committee consists of three directors, viz.
1. Mr. Gopal Shivram Hegde, Chairman
2. Mr. Vishwas Kulkarni
3. Mr. Sohil Chand
The following is the broad description of the terms of reference of the Committee:
Formulating the attributes required of persons to be considered for the position of Executive and Non-Executive Directors and for senior management / key managerial positions.
Identifying persons who are qualified to serve as Executive and Non-Executive Directors of the Company and recommending the terms of their appointment to the Board.
Screening persons who may be appointed in Senior Management and Key Managerial Positions of the Company and recommending the terms of their appointment to the Board.
Determining the parameters of the performance of independent directors.
Recommending to the Board a policy relating to compensation for the directors, senior management persons, key managerial persons and other employees.
Nomination & Remuneration Policy:
The objectives of the Policy
1. To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become directors (Executive and Non-executive) and persons who may be appointed in Senior Management and Key Managerial positions and to determine their remuneration.
2. To determine remuneration based on the Company’s size and financial position and trends and practices on remuneration prevailing in peer companies.
3. To carry out evaluation of the performance of Directors.
4. To provide them reward linked directly to their effort, performance, dedication and achievement relating to the Company’s operations.
5. To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.
Risk Management Policy
Every Company is prone to some business risks or other. “Risk” denotes happening of an event having adverse or harmful effect on the business.
It is the responsibility of every management to identify the possibilities of the risks, take necessary steps to protect against the risks, mitigate the risks, indemnify against the risks, and generally plan for safeguarding the business from the harmful effects of risks.
Section 134(3)(n) of the Companies Act 2013 provides that every company must include a statement, in the Board’s Report to the Shareholders indicating the development and implementation of a Risk Management policy, thereby making it mandatory for the companies to develop and implement such a policy.
Accordingly, the Board of Directors of Thyrocare Technologies Limited have formulated this Risk Management policy.
The Board may review and amend this policy from time to time.
"Audit Committee" means Committee of Board of Directors of the Company constituted under the provisions of the Companies Act, 2013.
"Board of Directors" or "Board" in relation to a Company, means the collective body of Directors of the Company.
“Company” or “The Company” means Thyrocare Technologies Limited.
“Risk” means happening of a negative or unfavourable occurrence or non-happening of a positive or favourable occurrence, resulting in a harmful or damaging impact on the course of the business.
“Risk Management” means coordinated precautionary actions planned or taken to prevent the occurrence of risks, control their damaging impact and minimise the losses arising out of such risks.
"Policy" means Risk Management Policy of the Company.
The main objective of the Risk Management Policy of the Company is to establish a pro-active approach in foreseeing, evaluating, controlling, mitigating and resolving all kinds of risks associated with the business, so as to ensure sustainable business growth with stability.
In order to achieve the above objective, the policy establishes a structured and disciplined approach to Risk Management to facilitate taking informed decisions on risk related issues.
In the perception of the management, there could be the following types of material risks, viz.
1. Technological Risks;
2. Operational Risks;
3. Financial Risks;
4. Human Resource Risks;
5. Legal / Regulatory Risks;
6. Environmental Risks; and
7. Force Majeure Risks.
Risk Management envisages addressing to the following tasks in dealing with the above risks:
i) Identifying potential threats and their impact on the business;
ii) Assessing the likelihood of occurrence;
iii) Taking necessary measures to eliminate or control the factors that might lead to occurrence of such risks;
iv) Planning for remedial steps in the event of occurrence of the risk;
v) Chalking out strategies to restrict the consequential damages;
vi) Taking steps for mitigating or minimizing the losses and other damages; and
vii) Preparing an action plan for restoring the business to its original position in the event of occurrence of the risk.
The following will be the approach:
1. To ensure that all the existing and future risk factors are identified, assessed, quantified and categorized into major, medium and marginal threats, and reported to the top management.
2. To put in place suitable systems that will give alarm signals to the top management in the event of any of the threat factors surfacing.
3. To comply with regulatory frame work in accordance with statutory requirements.
4. To adopt best business practices and policies.
5. To provide for adequate insurance against all kinds of insurable risks.
6. To establish a set of Do’s and Don’ts, and guidelines to be followed in the event of any risk taking place.
7. To periodically review all the risk protective measures and revise the policies, procedures and practices wherever necessary.
The Policy envisages monitoring as follows:
i) Regular checking or surveillance to prevent risks caused by human acts of commission and omission.
ii) Constant monitoring of the external environment to detect any possible risks that may be caused by economic, political, sociological or technological changes.
iii) Periodical reporting to the Audit Committee and to the Board of Directors, to facilitate broad-based discussions and conscientious decisions if needed to improve the checks and balances, and to make the Policy more effective.
iv) Implementation of decisions taken and reporting back to the Committee and to the Board.
Thyrocare Code of Conduct
This comprehensive document serves as the ethical road map for Thyrocare employees and companies, and provides the guidelines by which the group conducts its businesses.
Foreword The Thyrocare Code of Conduct (TCoC) is a set of principles that guide and govern the conduct of Thyrocare companies and their employees in all matters.- Chairman
The Thyrocare group is committed to benefit the economic development of the countries in which it operates. No Thyrocare company shall undertake any project or activity to the detriment of the wider interests of the communities in which it operates.
A Thyrocare company’s management practices and business conduct shall benefit the country, localities and communities in which it operates, to the extent possible and affordable, and shall be in accordance with the laws of the land.
A Thyrocare company, in the course of its business activities, shall respect the culture, customs and traditions of each country and region in which it operates. It shall conform to trade procedures, including licensing, documentation and other necessary formalities, as applicable.
Financial Reporting and records
A Thyrocare company shall prepare and maintain its accounts fairly and accurately and in accordance with the accounting and financial reporting standards which represent the generally accepted guidelines, principles, standards, laws and regulations of the country in which the company conducts its business affairs.
Internal accounting and audit procedures shall reflect, fairly and accurately, all of the company’s business transactions and disposition of assets, and shall have internal controls to provide assurance to the company’s board and shareholders that the transactions are accurate and legitimate. All required information shall be accessible to company auditors and other authorised parties and government agencies. There shall be no willful omissions of any company transactions from the books and records, no advance-income recognition and no hidden bank account and funds.
Any willful, material misrepresentation of and / or misinformation on the financial accounts and reports shall be regarded as a violation of the Code, apart from inviting appropriate civil or criminal action under the relevant laws. No employee shall make, authorise, abet or collude in an improper payment, unlawful commission or bribing.
A Thyrocare company shall fully support the development and operation of competitive open markets and shall promote the liberalisation of trade and investment in each country and market in which it operates. Specifically, no Thyrocare company or employee shall engage in restrictive trade practices, abuse of market dominance or similar unfair trade activities.
A Thyrocare company or employee shall market the company’s products and services on their own merits and shall not make unfair and misleading statements about competitors’ products and services. Any collection of competitive information shall be made only in the normal course of business and shall be obtained only through legally permitted sources and means.
Equal opportunities employer
A Thyrocare company shall provide equal opportunities to all its employees and all qualified applicants for employment without regard to their race, caste, religion, colour, ancestry, marital status, gender, sexual orientation, age, nationality, ethnic origin or disability.
Human resource policies shall promote diversity and equality in the workplace, as well as compliance with all local labour laws, while encouraging the adoption of international best practices.
Employees of a Thyrocare company shall be treated with dignity and in accordance with the Thyrocare policy of maintaining a work environment free of all forms of harassment, whether physical, verbal or psychological. Employee policies and practices shall be administered in a manner consistent with applicable laws and other provisions of this Code, respect for the right to privacy and the right to be heard, and that in all matters equal opportunity is provided to those eligible and decisions are based on merit.
Gifts and donations
A Thyrocare company and its employees shall neither receive nor offer or make, directly or indirectly, any illegal payments, remuneration, gifts, donations or comparable benefits that are intended, or perceived, to obtain uncompetitive favours for the conduct of its business. The company shall cooperate with governmental authorities in efforts to eliminate all forms of bribery, fraud and corruption.
However, a Thyrocare company and its employees may, with full disclosure, accept and offer nominal gifts, provided such gifts are customarily given and / or are of a commemorative nature.
A Thyrocare company and its employees shall not, unless mandated under applicable laws, offer or give any company funds or property as donation to any government agency or its representative, directly or through intermediaries, in order to obtain any favourable performance of official duties. A Thyrocare company shall comply with government procurement regulations and shall be transparent in all its dealings with government agencies.
A Thyrocare company shall be committed to and support the constitution and governance systems of the country in which it operates.
A Thyrocare company shall not support any specific political party or candidate for political office. The company’s conduct shall preclude any activity that could be interpreted as mutual dependence / favour with any political body or person, and it shall not offer or give any company funds or property as donations to any political party, candidate or campaign
Health, safety and environment
A Thyrocare company shall strive to provide a safe, healthy, clean and ergonomic working environment for its people. It shall prevent the wasteful use of natural resources and be committed to improving the environment, particularly with regard to the emission of greenhouse gases, and shall endeavour to offset the effect of climate change in all spheres of its activities.
A Thyrocare company, in the process of production and sale of its products and services, shall strive for economic, social and environmental sustainability.
Quality of products and services
A Thyrocare company shall be committed to supply goods and services of world-class quality standards, backed by after-sales services consistent with the requirements of its customers, while striving for their total satisfaction. The quality standards of the company’s goods and services shall meet applicable national and international standards.
A Thyrocare company shall be committed to good corporate citizenship, not only in the compliance of all relevant laws and regulations but also by actively assisting in the improvement of quality of life of the people in the communities in which it operates. The company shall encourage volunteering by its employees and collaboration with community groups.
Thyrocare companies are also encouraged to develop systematic processes and conduct management reviews from time to time so as to set strategic direction for social development activity.
The company shall not treat these activities as optional, but should strive to incorporate them as an integral part of its business plan.
Cooperation of Thyrocare companies
A Thyrocare company shall cooperate with other Thyrocare companies including applicable joint ventures, by sharing knowledge and physical, human and management resources, and by making efforts to resolve disputes amicably, as long as this does not adversely affect its business interests and shareholder value.
Public representation of the company and the Group
The Thyrocare group honours the information requirements of the public and its stakeholders. In all its public appearances, with respect to disclosing company and business information to public constituencies such as the media, the financial community, employees, shareholders, agents, franchisees, dealers, distributors and importers, a Thyrocare company or the Thyrocare group shall be represented only by specifically authorised directors and employees. It shall be the sole responsibility of these authorised representatives to disclose information about the company or the Group.
Third party representation
Parties which have business dealings with the Thyrocare group but are not members of the Group, such as consultants, agents, sales representatives, distributors, channel partners, contractors and suppliers, shall not be authorised to represent a Thyrocare company without the written permission of the Thyrocare company, and / or if their business conduct and ethics are known to be inconsistent with the Code.
Third parties and their employees are expected to abide by the Code in their interaction with, and on behalf of, a Thyrocare company. Thyrocare companies are encouraged to sign a non-disclosure agreement with third parties to support confidentiality of information.
Use of the Thyrocare brand
The use of the Thyrocare group names and trademarks shall be governed by manuals, codes and agreements to be issued by Thyrocare. The use of the Thyrocare brand is defined in and regulated by the Thyrocare. No third party or joint venture shall use the Thyrocare brand to further its interests without specific authorisation.
A Thyrocare company shall recommend to its board of directors the adoption of policies and guidelines periodically formulated by its various groups.
A Thyrocare company shall be committed to enhancing shareholder value and complying with all regulations and laws that govern shareholder rights. The board of directors of a Thyrocare company shall duly and fairly inform its shareholders about all relevant aspects of the company’s business, and disclose such information in accordance with relevant regulations and agreements.
Every employee of a Thyrocare company, including full-time directors and the chief executive, shall exhibit culturally appropriate deportment in the countries they operate in, and deal on behalf of the company with professionalism, honesty and integrity, while conforming to high moral and ethical standards. Such conduct shall be fair and transparent and be perceived to be so by third parties.
Every employee of a Thyrocare company shall preserve the human rights of every individual and the community, and shall strive to honour commitments.
Every employee shall be responsible for the implementation of and compliance with the Code in his / her environment. Failure to adhere to the Code could attract severe consequences, including termination of employment.
Employees of a Thyrocare company, in their business conduct, shall comply with all applicable laws and regulations, in letter and spirit, in all the territories in which they operate. If the ethical and professional standards of applicable laws and regulations are below that of the Code, then the standards of the Code shall prevail.
Directors of a Thyrocare company shall comply with applicable laws and regulations of all the relevant regulatory and other authorities. As good governance practice they shall safeguard the confidentiality of all information received by them by virtue of their position.
Consistent with applicable laws, an employee of a Thyrocare company shall not, without the requisite, officially written approval of the company, accept employment or a position of responsibility (such as a consultant or a director) with any other company, nor provide freelance services to anyone, with or without remuneration. In the case of a full-time director or the chief executive, such approval must be obtained from the board of directors of the company.
Conflict of interest
An employee or director of a Thyrocare company shall always act in the interest of the company, and ensure that any business or personal association which he / she may have does not involve a conflict of interest with the operations of the company and his / her role therein. An employee, including the executive director (other than independent director) of a Thyrocare company, shall not accept a position of responsibility in any other non-Thyrocare company or not-for-profit organisation without specific sanction.
The above shall not apply to (whether for remuneration or otherwise):
a) Nominations to the boards of Thyrocare companies, joint ventures or associates.
b) Memberships / positions of responsibility in educational / professional bodies, wherein such association will benefit the employee / Thyrocare company.
c) Nominations / memberships in government committees / bodies or organisations.
d) Exceptional circumstances, as determined by the competent authority.
An employee or a director of a Thyrocare company shall not engage in any business, relationship or activity which might conflict with the interest of his / her company or the Thyrocare group. A conflict of interest, actual or potential, may arise where, directly or indirectly.
a) An employee of a Thyrocare company engages in a business, relationship or activity with anyone who is party to a transaction with his / her company.
b) An employee is in a position to derive an improper benefit, personally or to any of his / her relatives, by making or influencing decisions relating to any transaction.
c) An independent judgement of the company’s or Group’s best interest cannot be exercised.
The main areas of such actual or potential conflicts of interest shall include the following:
a) An employee or a full-time director of a Thyrocare company conducting business on behalf of his / her company or being in a position to influence a decision with regard to his / her company’s business with a supplier or customer where his / her relative is a principal officer or representative, resulting in a benefit to him / her or his / her relative.
b) Award of benefits such as increase in salary or other remuneration, posting, promotion or recruitment of a relative of an employee of a Thyrocare company, where such an individual is in a position to influence decisions with regard to such benefits.
c) The interest of the company or the Group can be compromised or defeated.
Notwithstanding such or any other instance of conflict of interest that exist due to historical reasons, adequate and full disclosure by interested employees shall be made to the company’s management. It is also incumbent upon every employee to make a full disclosure of any interest which the employee or the employee’s immediate family, including parents, spouse and children, may have in a family business or a company or firm that is a competitor, supplier, customer or distributor of or has other business dealings with his / her company.
Upon a decision being taken in the matter, the employee concerned shall be required to take necessary action, as advised, to resolve / avoid the conflict.
If an employee fails to make the required disclosure and the management of its own accord becomes aware of an instance of conflict of interest that ought to have been disclosed by the employee, the management shall take a serious view of the matter and consider suitable disciplinary action against the employee.
An employee of a Thyrocare company shall also respect and observe the confidentiality of information pertaining to other companies, their patents, intellectual property rights, trademarks and inventions; and strictly observe a practice of non-disclosure.
Protecting company assets
The assets of a Thyrocare company shall not be misused; they shall be employed primarily and judiciously for the purpose of conducting the business for which they are duly authorised. These include tangible assets such as equipment and machinery, systems, facilities, materials and resources, as well as intangible assets such as information technology and systems, proprietary information, intellectual property, and relationships with customers and suppliers.
The involvement of a Thyrocare employee in civic or public affairs shall be with express approval from the chief executive of his / her company, subject to this involvement having no adverse impact on the business affairs of the company or the Thyrocare group.
Integrity of data furnished
Every employee of a Thyrocare company shall ensure, at all times, the integrity of data or information furnished by him / her to the company. He / she shall be entirely responsible in ensuring that the confidentiality of all data is retained and in no circumstance transferred to any outside person / party in the course of normal operations without express guidelines from or, the approval of the management.
Every employee of a Thyrocare company shall promptly report to the management, and / or third-party ethics helpline, when she / he becomes aware of any actual or possible violation of the Code or an event of misconduct, act of misdemeanour or act not in the company’s interest. Such reporting shall be made available to suppliers and partners, too.
Any Thyrocare employee can choose to make a protected disclosure under the whistleblower policy of the company, providing for reporting to the chairperson of the audit committee or the board of directors or specified authority. Such a protected disclosure shall be forwarded, when there is reasonable evidence to conclude that a violation is possible or has taken place, with a covering letter, which shall bear the identity of the whistleblower.
The company shall ensure protection to the whistleblower and any attempts to intimidate him / her would be treated as a violation of the Code.
The TCoC does not provide a full, comprehensive and complete explanation of all the rules that employees are bound to follow. Employees have a continuing obligation to familiarise themselves with all applicable laws, company policies, procedures and work rules.
This version of the TCoC stands effective from 29th Day of July 2014.
Independent Director Terms & Conditions of Appointment
The appointment of an Independent Director will be for an initial term of Five (5) years unless terminated earlier or extended as per the provisions of Companies Act, 2013 and other applicable laws, if any. During this period, the Independent Director will not be liable to retire by rotation.
The Independent Director shall be eligible for reappointment for another term of five (5) years on passing of a special resolution by the Shareholders of the Company based on the performance evaluation process as provided under the applicable laws, rules & regulations and subject to the Independent Director continuing to meet the Independence Criteria.
The Independent Director shall not hold office for more than two consecutive terms but shall be eligible for appointment after the expiration of three years of ceasing to be an Independent Director, during which period the Independent Director shall not be associated with the Company in any other capacity, either directly or indirectly.
2. RESIGNATION / TERMINATION:
If the Independent Director wishes to resign at anytime during the tenure of the Independent Directorship, he will have to give a notice in writing to the Board of Directors of the Company as per provisions of Sec. 168, and he shall also forward a copy of his resignation along with detailed reasons for the resignation to the Registrar of Companies within 30 days of resignation in Form DIR-11 along with prescribed fees.
An Independent Director is also liable to be terminated if warranted under the provisions of the Articles of Association of the Company or that of the Companies Act, 2013.
3. CHANGE OF PERSONAL DETAILS:
If, during his tenure as an Independent Director of the Company, there is any change in his address and contact and other personal details provided to the Company, he shall intimate the same to the Company Secretary and the Registrar of Companies in the prescribed manner.
4. MEMBERSHIP /CHAIRMANSHIP OF COMMITTEES
The Independent Director may be appointed as Chairman or as Member of one or more the following Committees constituted by the Board:
Corporate Social Responsibility Committee
Nomination & Remuneration Committee
The Board shall have the power to reconstitute such Committees from time to time in their absolute discretion.
The Independent Director will be paid Sitting Fees for attending the meetings of the Board and the Committees of which he is a member.
The Sitting fees will be decided by the Board of Directors from time to time.
In addition, the Company will reimburse such fair and reasonable expenses that may have been incurred by the Independent Director for attending the meetings of the Board/other Committees or while performing his role as an Independent Director of the Company.
The Independent Directors shall not be entitled to any stock options, if any, issued by the Company to the employees.
The Independent Director will apply highest standards of confidentiality and not disclose to any person or company, either during the course of tenure or any time after its cessation any confidential information pertaining to the Company including any subsidiary or associate thereof, which he might have come to know by virtue of his position as an Independent Director, except as permitted by law and with prior clearance from the Chairman.
The Independent Director shall not participate in any business activity which might impede the application of his independent judgement in the best interests of the Company.
7. DISCLOSURES, OTHER DIRECTORSHIPS AND BUSINESS INTERESTS:
The Independent Director has to provide a declaration under Sec. 149 (7) of the Companies Act, 2013 that he meets the criteria of independence as provided in the Section 149(6) at the first meeting of the Board in which he participates as Director and thereafter at the first meeting of the Board in every financial year or upon changes in circumstances which may affect his status as an Independent Director of the Company.
During his tenure, the Independent Director shall promptly notify the Company of any change in his directorships / committee memberships: that is to say, if and when he is appointed as a Director in any other company and made as a member of any Committees of the companies in which he is already a director or may become a director in due course.
If a situation arises where there is a potential conflict of his personal interest and the interest of the Company, the Independent Director have to inform the Board of Directors.
In case the Independent Director happens to have any material interest in any transaction or arrangement being entered into by the Company, he shall disclose the same before the Board takes a decision in the matter, and he shall not participate in the discussions on such transactions or arrangements and shall not vote in deciding for or against such transaction or arrangement. The Independent Director may also provide a general disclosure of his interest.
8. FAMILIARIZATION PROGRAMMES:
The Company may, if it is felt necessary, conduct programme(s) to familiarize the Independent Directors with the Company, their roles, rights and responsibilities, the nature of the industry in which the Company operates, business model of the Company, etc.
The Company shall disclose the details of such familiarization programmes, if any, on the Company’s website and provide a web link thereto in its Annual Report.
9. PERFORMANCE APPRAISAL / EVALUATION PROCESS:
As a member of the Board, the Independent Director performance as well as the performance of the entire Board of Directors and the various Committees formed by the Board will be evaluated annually. Evaluation of each director will be done by all the other directors.
The criteria for evaluation shall be determined by the Nomination & Remuneration Committee and disclosed in the Company’s Annual Report. However, the actual evaluation process will remain confidential and it will be a constructive mechanism to improve the effectiveness of the Board / Committee.
As per provisions of Clause 12 of Section 149 of the Companies Act, 2013, an Independent Director shall be held liable only in respect of such acts of omission or commission by the Company which had occurred with his knowledge, attributable through Board processes, and with his consent or connivance or where he had not acted diligently.
We, at Thyrocare, recognize that it is the Society at large that has been giving us our strength and resources, and is the root cause of our growth. Therefore, we realise it is our responsibility to pay back to the Society in the form of Support to the underprivileged segments of Society and Service to achieve selected goals for the common benefit of the entire Society.
OUR CSR PHILOSOPHY
Our CSR Philosophy is based on the principle of
“EMPOWERING AND ENABLING COMMUNITIES TO PARTICIPATE IN THE MARCH TOWARDS A BETTER TOMORROW.”
OUR CSR VISION
Our Vision is
“TO CONTRIBUTE AND STRIVE FOR A BETTER ENVIRONMENT, A BETTER ECONOMY, A BETTER SOCIETY AND A BETTER LIVING CONDITION FOR THE FELLOW CITIZENS.”
OUR CSR MISSION
To help exploit renewable energy sources and preserve natural resources.
To help provide educational facilities to the under-privileged.
To help improve infrastructural facilities, particularly in the rural areas.
To contribute towards eradication of hunger, poverty, malnutrition, pollution and diseases.
To contribute towards improvement of drinking water availability, medical facilities, sanitation facilities, transportation facilities and educational facilities.
To provide a helping hand to those who become victims of the fury of Nature.
THRUST AREAS IDENTIFIED:
The Company has identified the following four Thrust Areas for its Corporate Social Responsibility:
i) Exploitation of Solar Energy as alternative for conventional modes of Energy usage.
ii) Creation of awareness of the dangers of water, air and soil pollution.
iii) Planting of trees in schools, colleges, medical centres and other selected places.
iv) Supply of seedlings, nursery materials, etc.
i) Adoption of economically backward rural areas for all-round improvement.
ii) Construction of water tanks and laying of pipelines in selected rural areas to make available safe drinking water.
iii) Construction of public toilets in rural areas.
iv) Rehabilitation of abandoned children, orphans and destitute and help them integrate with the society.
v) Laying of link roads in places, which are not properly connected, to the nearby towns.
i) Establishment of model schools in rural areas.
ii) Establishment of Lending Libraries that lend textbooks to the needy students on yearly basis.
iii) Introduction of Scholarships for students from economically weaker sections of society, who are otherwise fit for pursuing higher education.
iv) Introduction of Cups, Medals and Prizes for oratorical contests, quiz programmes, sports & athletic competitions.
i) Introduction of mobile clinics to be of service for the people in rural areas, in association with hospitals in the nearby urban centres.
ii) Running of ambulances with first-aid facilities in selected rural areas.
iii) Creating awareness about the importance of preventive health-care.
iii) Creating awareness about the hazards of dangerous habits like smoking, tobacco-chewing, drinking, etc
PROCESS OF IMPLEMENTATION:
The selected programmes will be implemented in one or more of the following ways:
1) Through a dedicated Trust to be formed for this purpose.
2) As Stand-alone projects.
3) In partnership with similar organisations.
4) As Private-Public participation.
5) By contribution to any designated Schemes or Funds or Programmes of the Central and State Governments.
AMOUNT TO BE SPENT:
The Company will earmark 2% of the average net profit made by the Company during the immediately preceding three financial years, in accordance with the provisions of the Companies Act 2013.
Out of the above amount, the Board, based on the recommendation of the CSR Committee, will apportion the amount to be spent on each of the activities selected for the year.
The surplus, if any, out of the amount earmarked after the amount spent during the year, will not be added back to the books of the Company and will be accumulated for being spent in the subsequent years.
MODE OF MONITORING:
Monitoring the implementation of the Projects would be carried out by (a) Employing appropriately suitable and competent personnel and (b) Engaging the services of a competent organisation to monitor specific tasks / areas of implementation. They will be asked to submit periodical report to the Company.
The CSR Committee will review the progress of implementation of the activities undertaken based on the above reports, and will, in turn, submit a report to the Board of Directors for their information and inputs.
The Board will, in turn, include details of the CSR Initiative taken by the Company, activities undertaken, current status, etc., in its Annual Report to the Shareholders.