POLICY ON CRITERIA FOR DETERMINING MATERIALITY OF EVENTS
The Policy is framed in accordance with the requirements of Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulations). The objective of the Policy is to determine the materiality of events or information relating to the Company and to ensure that such information is adequately disseminated in pursuance of the Regulations and to provide an overall governance framework for such determination of materiality.
This Policy is effective from [●], 2022.
a. “Act” shall mean the Companies Act, 2013 and the Rules framed thereunder, including any modifications, clarifications, circulars or re-enactment thereof.
b. “Board of Directors” or “Board” shall mean the Board of Directors of Travels and Rentals Limited, as constituted from time to time.
c. “Company” shall mean Travels and Rentals Limited.
d. “Audit Committee or Committee” means Audit Committee constituted by the Board of Directors of the Company, from time to time under the provisions of SEBI, LODR, 2015, and/or the Companies Act, 2013.
e. “Key Managerial Personnel” or “KMP” shall means CEO, Managing Director, Whole Time Director, Chief Financial Officer, Company Secretary and any other person who is entrusted with position of Finance and accounts authorized by Board of Directors.
f. “Listing Agreement” shall mean an agreement entered or proposed to be entered into between a recognized stock exchange and the Company pursuant to Securities and Exchange Board (Listing Obligations and Disclosure Requirements), 2015, as amended from time to time.
g. “Material Event” or “Material Information” shall mean such event or information as set out in the Schedule or as may be determined in terms of Clause 4 of the Policy. In the Policy, the words, “material” and “materiality” shall be construed accordingly.
h. “Net Worth” means net worth as defined in sub-section (57) of section 2 of the Companies Act, 2013
i. “Policy” shall mean this Policy on the criteria for determining Materiality of events or information and as amended from time to time.
j. “Regulations” shall mean Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 including any modifications, clarifications, circulars or re-enactment thereof.
k. "Schedule" shall mean Schedule III of (Listing Obligations and Disclosure Requirements) Regulations, 2015. Any other term not defined herein shall have the same meaning as defined in the Companies Act, 2013, the Listing Agreement, Regulations or any other applicable law or regulation to the extent applicable to the Company.
l. “Turnover” as defined under Section 2(91) of the Companies Act, 2013 means the gross amount of revenue recognised in the profit and loss account from the sale, supply, or distribution of goods or on account of services rendered, or both, by a company during a financial year.
3. AUTHORITY TO DETERMINE MATERIALITY OF EVENTS
The Board of Directors of the Company have authorised the Key Managerial Personnel as defined under 2(e) of the policy to determine the materiality of an event or information and to make appropriate disclosure on a timely basis. The KMPs are also empowered to seek appropriate counsel or guidance, as and when necessary, from other internal or external stakeholders as they may deem fit.
The KMPs shall have the following powers and responsibilities for determining the material events or information:
a) To review and assess an event or information that may qualify as ’material’ and may
require disclosure, on the basis of facts and circumstances prevailing at a given point in time.
b) To determine the appropriate time at which the disclosures are to be made to the stock exchanges based on an assessment of actual time of occurrence of an event or information.
c) To disclose developments that are material in nature or a regular basis, till such time the events or information is resolved / closed, with relevant explanations.
d) To consider such other events or information that may require disclosure to be made to the stock exchanges which are not explicitly defined in the Listing Regulations and determine the materiality, appropriate time and contents of disclosure for such matters.
4. GUIDELINES FOR DETERMINING MATERIALITY OF EVENTS OR INFORMATION
Certain information is per se Material Information as specified in the Para A of Part A of Schedule III of Regulations. An illustrative list of such Material Information is attached as Annexure A.
Besides per se Material Information, materiality of an event / information must be subject to the following two criteria:
(a) Qualitative Criteria: Where the omission of the event/ information result in discontinuity/ alteration of information already available publicly or where the omission of the event / information can lead to creation of false market in the securities of the Company or any other
event / information which should be treated as being material in the opinion of the Board of Directors of the Company. (Subjective test)
(b) Quantitative Criteria: Where the event results into change exceeding 10% of gross turnover during the previous audited accounting year or exceeding 20% of the net worth ,whichever is lower, basis the Standalone or Consolidated (if applicable), accounts of the Company as on the last date of the previous accounting year.
An illustrative list of such Material event/ information as specified in the Para B of Part A of Schedule III of Regulations is attached as Annexure B.
5. DISCLOSURES OF EVENTS OR INFORMATION
a. Events specified in Annexure A are deemed to be material events and the Company shall make disclosure of such events or information as soon as reasonably possible and not later than twenty-four (24) hours from the occurrence of such event or information in the following manner:
i. inform the stock exchanges on which the securities of the Company are listed;
ii. Upload on the corporate website of the Company.
Provided that in case the disclosure is made after twenty-four (24) hours of occurrence of such event or information, the Company shall along with such disclosure(s) provide an explanation for the delay.
b. The Company shall make the disclosure of events/information as specified in Annexure B based on application of guidelines for determining Materiality as per clause 3 and 4 of the Policy.
All the above disclosures will be hosted on the website of the Company for a minimum period of five years and thereafter archived in accordance with the Company’s policy for Preservation and Archival of Documents.
6. COMMUNICATION AND DISSEMINATION OF THE POLICY
For all existing and New Employees and Directors, a copy of this Policy shall be posted on the internet and the web-site of the Company.
The Board may subject to the applicable laws amend any provision(s) or substitute any of the provision(s) with new provision(s) or replace the Policy entirely with a new Policy. However, no such amendment or modification shall be inconsistent with the applicable provisions of any law for the time being in force.
8. CONTACT DETAILS OF KEY MANAGERIAL PERSONNEL
Pursuant to Regulation 30 (5), the contact details of the Key Managerial Personnel authorised for the purpose of determining the materiality of event or information are as under:
[●] – Company Secretary & Compliance Officer
Events which shall be mandatorily disclosed without any further consideration of the guidelines for materiality:
1. Acquisition(s) (including agreement to acquire), Scheme of Arrangement (amalgamation/ merger/ demerger/restructuring), or sale or disposal of any unit(s), division(s) or subsidiary of the Company or any other restructuring;
Explanation. - 'Acquisition' shall mean, -
(i) acquiring control, whether directly or indirectly; or,
(ii) acquiring or agreeing to acquire shares or voting rights in, a company, whether directly or indirectly, such that –
(a) the Company holds shares or voting rights aggregating to five per cent or more of the shares or voting rights in the said company, or;
(b) there has been a change in holding from the last disclosure made under above sub-clause (a) of clause (ii) of the Explanation to this sub-para and such change exceeds two per cent of the total shareholding or voting rights in the said company.
2. Issuance or forfeiture of securities, split or consolidation of shares, buyback of securities, any restriction on transferability of securities or alteration in terms or structure of existing securities including forfeiture, reissue of forfeited securities, alteration of calls, redemption of securities etc.;
3. Revision in credit rating(s);
4. Outcome of Meetings of the Board of Directors: The Company shall disclose to the Exchange(s), within 30 minutes of the closure of any meeting held to consider the following:
a) dividends and/or cash bonuses recommended or declared or the decision to pass any dividend and the date on which dividend shall be paid/dispatched;
b) any cancellation of a dividend with reasons therefore;
c) the decision on buyback of securities;
d) the decision with respect to fund raising proposed to be undertaken;
e) increase in capital by issue of bonus shares through capitalization of reserves including the date on which such bonus shares shall be credited/dispatched;
f) reissue of forfeited shares or securities, or the issue of shares or securities held in reserve for future issue or the creation in any form or manner of new shares or securities or any other rights, privileges or benefits which may be to subscribed to;
g) short particulars of any other alterations of capital, including calls;
h) financial results;
i) decision on voluntary delisting by the Company from stock exchange(s):
Provided that in case of board meetings being held for more than one day, the financial results shall be disclosed within thirty minutes of end of the meeting for the day on which it has been considered.
5. Agreements (viz. shareholder agreement(s), joint venture agreement(s), family settlement agreement(s) (to the extent that they impact management and control of the company),agreement(s)/treaty(ies)/contract(s) with media companies) which are binding and not in normal course of business, revision(s) or amendment(s) and termination(s) thereof;
6. Fraud/defaults by a Promoter or Key Managerial Personnel or by Company or arrest of Key Managerial Personnel or a Promoter;
7. Change in Directors, Key Managerial Personnel (Managing Director, Chief Executive Officer, Chief Financial Officer, Company Secretary etc.), Auditor and Compliance Officer;
(7A) In case of resignation of the auditor of the listed entity, detailed reasons for resignation of auditor, as given by the said auditor, shall be disclosed by the Company to the stock exchanges as soon as possible but not later than twenty four hours of receipt of such reasons from the auditor.
(7B) In case of resignation of an independent director of the listed entity, within seven days from the date of resignation, the following disclosures shall be made to the stock exchanges by the Company:
i. The letter of resignation along with detailed reasons for the resignation as given by the said director;
(ia) indicating the category of directorship and membership of board committees, if any.
ii. The independent director shall, along with the detailed reasons, also provide a confirmation that there is no other material reasons other than those provided.
iii. The confirmation as provided by the independent director above shall also be disclosed by the Company to the stock exchanges along with the disclosures as specified in sub-clause (i) and (ii) above.
8. Appointment or discontinuation of share transfer agent;
9. Corporate debt restructuring;
10. One-time settlement with a bank;
11. Reference to BIFR and winding-up petition filed by any party /creditors;
12. Issuance of Notices, call letters, resolutions and circulars sent to shareholders, debenture holders or creditors or any class of them or advertised in the media by the Company;
13. Proceedings of Annual and extraordinary general meetings of the Company;
14. Amendments to memorandum and articles of association of Company, in brief;
a) Schedule of analysts or institutional investors meet and presentations made by the Company to analysts or institutional investors.
Explanation: For the purpose of this clause ‘meet’ shall mean group meetings or group conference calls conducted physically or through digital means.
(b) Audio or video recordings and transcripts of post earnings/quarterly calls, by whatever name called, conducted physically or through digital means, simultaneously with submission to the recognized stock exchange(s), in the following manner:
(i) the presentation and the audio/video recordings shall be promptly made available on the website and in any case, before the next trading day or within twenty-four hours from the conclusion of such calls, whichever is earlier;
(ii) the transcripts of such calls shall be made available on the website within five working days of the conclusion of such calls:
The requirement for disclosure(s) of audio/video recordings and transcript shall be mandatory with effect from April 01, 2022
16. Event based disclosure(s) as specified in regulations, in relation to the corporate insolvency resolution process (CIRP) of a listed corporate debtor under the Insolvency Code
17. In case of initiation of forensic audit, (by whatever name called), the following disclosures shall be made to the stock exchanges by the Company:
a) The fact of initiation of forensic audit along-with name of entity initiating the audit and reasons for the same, if available;
b) Final forensic audit report (other than for forensic audit initiated by regulatory / enforcement agencies) on receipt by the Company along with comments of the management, if any.
Illustrative list of events which shall be disclosed upon application of the guidelines for materiality:
1. Commencement or any postponement in the date of commencement of commercial production or commercial operations of any unit/division;
2. Change in the general character or nature of the business brought about by arrangements for strategic, technical, manufacturing, or marketing tie-ups, adoption of new lines of business or closure of operations of any unit/division (entirety or piecemeal);
3. Capacity addition or product launch;
4. Awarding, winning/ receiving, amendment or termination of awarded/won orders/ contracts not in the normal course of business;
5. Agreements (viz. loan agreement(s) (as a borrower) or any other agreement(s) which are binding and not in the normal course of business and revision(s) or amendment(s) or termination(s) thereof;
6. Disruption of operations of any one or more units or divisions of the Company due to a natural calamity (earthquake, flood, fire etc.), force majeure or events such as strikes, lockouts etc.;
7. Effect(s) arising out of change in the regulatory framework applicable to the Company;
8. Litigation(s) / dispute(s) / regulatory action(s) with their possible impact;
9. Fraud/defaults etc. by directors (other than key managerial personnel) or employees of Company;
10. Options to purchase securities including any ESOP/ESPS Scheme;
11. Giving of a guarantee or an indemnity or becoming a surety for any third party;
12. Granting, withdrawal, surrender, cancellation or suspension of key licenses or regulatory approvals;
13. Any other information/event/ major development that is likely to affect business, e.g. emergence of new technologies, expiry of patents, any change of accounting policy that may have a significant impact on the accounts, etc. and brief details thereof and any other information which is exclusively known to the Company which may be necessary to enable the holders of securities of the Company to appraise its position and to avoid the establishment of a false market in such securities.
Purpose of this Policy:
Travels and Rentals Limited (“Company”) has adopted this Policy on appointment and remuneration of the Directors, Key Managerial Personnel and Senior Management (the “Policy”) as required by the provisions of Section 178 of the Companies Act, 2013 (the “Act”) and the provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time.
The purpose of this Policy is to establish and govern the procedure applicable:
a) To evaluate the performance of the members of the Board.
b) To ensure remuneration to Directors, KMP and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.
c) To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.
The Committee should ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully and the relationship of remuneration to performance is clear and meets appropriate performance benchmarks.
“Independent Directors” means a director referred to in Section 149(6) of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time
“Nomination and Remuneration Committee” (“the Committee”), by whatever name called, shall mean a Committee of Board of Directors of the Company, constituted in accordance with the provisions of Section 178 of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time
“Remuneration” means any money or its equivalent given or passed to any person for services rendered by him and includes perquisites as defined under the Income-tax Act, 1961;
“Key Managerial Personnel” (the “KMP”) shall mean “Key Managerial Personnel” as defined in Section 2(51) of the Act.
“Senior Managerial Personnel/ Senior Management” mean the personnel of the company who are members of its core management team excluding Board of Directors. Normally, this would comprise all members of management one level below the Executive Directors, including all functional heads.
Composition of the Committee:
The composition of the Committee is / shall be in compliance with the provisions of Section 178 of the Act and the provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time.
Role of the Committee:
The Committee shall:
• Formulate criteria for determining qualifications, positive attributes and independence of a Director.
• Formulate criteria for evaluation of Independent Directors and the Board.
• Identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down in this policy.
• To carry out evaluation of Director’s performance.
• To recommend to the Board the appointment and removal of Directors and Senior Management.
• To recommend to the Board policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management.
• To devise a policy on Board diversity, composition, size.
• Succession planning for replacing Key Executives and overseeing.
• To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable.
• To perform such other functions as may be necessary or appropriate for the performance of its duties.
APPOINTMENT AND REMOVAL OF DIRECTOR, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT
a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend his / her appointment, as per Company’s Policy.
b) A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has authority to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the position.
c) The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution.
TERM / TENURE
The Term of the Directors including Managing/Whole time Director/ Independent Director shall be governed as per the provisions of the Act and Rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.
Whereas the term of the KMP (other than the Managing / Wholetime Director) and Senior Management shall be governed by the prevailing HR policies of the Company
The Committee shall carry out evaluation of performance of every Director.
The Committee shall identify evaluation criteria which will evaluate Directors based on knowledge to perform the role, time and level of participation, performance of duties, level of oversight, professional conduct and independence. The appointment / re-appointment / continuation of Directors on the Board shall be subject to the outcome of the yearly evaluation process. The Framework for performance evaluation of Independent Directors and the Board is decided by Board and the Committee time to time.
The Committee may recommend with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the Companies Act, 2013, rules and regulations and the policy of the Company.
The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.
POLICY FOR REMUNERATION TO DIRECTORS/KMP/SENIOR MANAGEMENT PERSONNEL
1) Remuneration to Managing Director / Whole-time Director, KMP and Senior Management:
The remuneration / compensation / commission, etc., as the case may be, to the Managing / Whole time Director will be governed by the relevant provisions of the Companies Act, 2013 and applicable Rules and Regulations and will be determined by the Committee and recommended to the Board for approval. The remuneration / compensation / commission, etc., as the case may be, shall be subject to the prior / post approval of the shareholders of the Company and Central Government, wherever required. Further, the Chairman & Managing Director of the Company is authorised to decide the remuneration of KMP (other than Managing / Whole time Director) and Senior Management, and which shall be decided by the Chairman & Managing Director based on the standard market practice and prevailing HR policies of the Company.
2) Remuneration to Non- Executive / Independent Directors:
The remuneration / commission / sitting fees, as the case may be, to the Non-Executive / Independent Director, shall be in accordance with the provisions of the Act and the Rules made thereunder for the time being in force or as may be decided by the Committee / Board / shareholders.
An Independent Director shall not be entitled to any stock option of the Company unless otherwise permitted in terms of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.
POLICY ON RELATED PARTY TRANSACTIONS
The Board of Directors (the “Board”) of Travels and Rentals Limited (the “Company”) has upon the recommendation of the Audit Committee, adopted the following policy with regard to Related Party Transactions (hereinafter referred to as the ‘RPT Policy’ or ‘Policy’), in line with the requirements of Section 188 of Companies Act, 2013 read with Rules made thereunder (hereinafter referred to as ‘the Act’) and Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ‘LODR’).
The objective of this policy is to ensure proper approval, disclosure and reporting of transactions as applicable, between the Company and any of its related parties in the best interest of the Company and its stakeholders. This Policy deals with materiality threshold, process of identification, disclosures and the manner of dealing Transactions with Related Party by the Company keeping in view the provisions of the Act read with the rules made thereunder and LODR.
“Arm’s length transaction (‘ALP’)” means a transaction between two related parties that is conducted as if they were unrelated, so that there is no conflict of interest.
“Audit Committee” means Committee of Board of Directors of the Company constituted under provisions of Regulation 18 of LODR and Section 177 of the Act.
“Board of Directors” or “Board” in relation to the Company means the collective body of the directors of Travels and Rentals Limited.
“Company” means Travels and Ren tals Limited.
“Key Managerial Personnel” (KMP) in relation to the Company means
i. the Chief Executive Officer, or the Managing Director or the Manager;
ii. the Company Secretary;
iii. the Whole-time director;
iv. Chief Financial Officer; and
v. such other officer, not more than one level below the directors who is in whole-time employment, designated as key managerial personnel by the Board; and
vi. such other officer as may be prescribed.
“Material Related Party Transaction” means a transaction with a Related Party if the transaction / transactions to be entered into individually or taken together with previous transactions during a financial year exceeds ten percent of the annual consolidated turnover of the company as per the last audited financial statements of the company.
“Related Party”, with reference to a Company, shall have the same meaning as defined in Section 2(76) of the Companies Act, 2013 or Listing Regulations or under the applicable accounting standards as amended from time to time.
“Related Party Transaction” (RPT) means –
• For the purpose of the Act, specified transaction mentioned in clause (a) to(g) of sub- section 1 of Section 188;
• for the purpose of LODR, a transfer of resources, services or obligations between the Company and a related party, regardless of whether a price is charged and a "transaction" with a related party shall be construed to include a single transaction or a group of transactions in a contract.
“Relatives” with reference to any person shall have the meaning as defined in Section 2(77) of the Act read with clause 4 of The Companies (Specification of definition details) Rules, 2014.
A "transaction" with a related party shall be construed to include single transaction or a group of transactions in a contract.
Any other term not defined herein shall have the same meaning as defined in the Act, LODR, Securities Contracts (Regulation) Act, 1956 or any other applicable law or regulation.
4. MATERIALITY THRESHOLDS
The Listing Regulations requires a company to provide materiality thresholds for transactions beyond which the shareholders’ approval will be required by way of a special resolution. The Company has fixed its materiality threshold at 10% of the annual consolidated turnover of the Company as per last audited financial statements of the company for the purpose of the Listing Regulations.
5. POLICY ON RELATED PARTY TRANSACTIONS
The policy describes the procedure to be followed along with the reporting and disclosure requirements for the transactions entered between the Company and its Related Parties. Such transactions shall be deemed appropriate only if they are in the best interest of the Company and its shareholders. In order to ensure the same and to set forth the procedure for entering into and execution of transactions with Related Party, the board of directors of the Company has adopted this Policy.
a) Procedure for identification of potential related parties
• Once a year, declarations will be obtained by the Company Secretary or Compliance Officer as the case may be from the Directors and KMP and other related parties within the meaning of Section 2(76), 184 and 189 of the Act and LODR in the prescribed format.
• The declarations will also be required to be updated by the Directors and KMP regularly immediately upon a change taking place.
• Any individual appointed/elected as a director or KMP shall be responsible to promptly complete and submit to the Company Secretary or Compliance Officer as the case may be, the disclosure declaration referred to above.
• The Company Secretary or Compliance Officer as the case may be shall, in every meeting, place before the Audit Committee an up-to date list of the related parties of the Company.
b) Identification of potential related party transactions
Each director and Key Managerial Personnel is responsible for providing Notice to the Board or Audit Committee of any potential RPT involving him/her or his/her relative, including any additional information about the transaction that the Board or Audit Committee may request. The Board shall record the disclosure of Interest and the Audit Committee will determine whether the transaction does, in fact, constitute a RPT requiring compliance with this Policy.
The Company strongly prefers to receive such notice of any potential transactions with Related Party well in advance so that the Audit Committee has adequate time to obtain and review information about the proposed transaction
c) Approval of Related
(i) Prior approval of Audit Committee
All Transactions with Related Party of the Company as prescribed under the Act and LODR shall require prior approval of Audit Committee, whether at a meeting or by Resolution by circulation.
However, the Audit Committee may grant omnibus approval for such Transactions proposed to be entered into by the Company subject to the following conditions:-
1) The Audit Committee shall lay down the criteria for granting the omnibus approval in line with the policy on RPTs of the company and such approval shall be applicable in respect of transactions which are repetitive in nature.
2) The Audit Committee shall satisfy itself the need for such omnibus approval and that such approval is in the interest of the company;
3) Such omnibus approval shall specify the following:
• the name/s of the related party, nature of transaction, period of transaction, maximum amount of transaction that can be entered into;
• the indicative base price / current contracted price and the formula for variation in the price if any and;
• such other conditions as the Audit Committee may deem fit;
Provided that where the need for RPT cannot be foreseen and aforesaid details are not available, Audit Committee may grant omnibus approval for such transactions subject to their value not exceeding Rupees One crore per transaction.
4) In case where RPT as defined under that Act are not in ordinary course of business or not on arm’s length basis or both, such RPT will also require prior approval of Board of Directors of the Company.
5) Audit Committee shall review, at least on a quarterly basis, the details of RPTs entered into by the company pursuant to each of the omnibus approval given.
Such omnibus approvals shall be valid for a period not exceeding one year and shall require fresh approvals after the expiry of one year.
Any member of the Audit Committee who has a potential interest in any RPT will abstain from discussion and voting on the approval of the RPT.
(ii) Prior approval of Board of Directors under the Act
RPTs within the scope of Section 188 of the Act, which are either not in the Ordinary Course of Business or are not at Arms’ Length shall require prior approval of the Board of Directors.
In the above context, where any director is interested in any contract or arrangement with a related party, such director shall not be present at the meeting during discussions on the subject matter of the resolution relating to such contract or arrangement, and shall also not vote on such resolution.
(iii) Shareholders’ approval requirements
Shareholder’s approval shall be sought in the following cases as per the requirements of the Act:
• RPTs covered within the scope of Section 188 of the Act; which are either not in the ‘Ordinary Course of Business’ or are not on an ‘Arm’s Length Basis’ and exceed the threshold prescribed under the rules made thereunder, shall require prior approval of the shareholders through special resolution.
• No member of the Company shall vote in a special resolution where a related party contract or arrangement is being considered if such a member is a related party in the context of the contract or arrangement which is being considered.
Shareholder’s approval shall be sought in the following cases as per the requirements of LODR:
• All Material RPTs covered within the scope of LODR shall require approval of the shareholders through special resolution. For this purpose, no related party shall vote to approve such resolutions whether the entity is a related party to the particular transaction or not
• However, the above shall not be applicable to:
transactions between Travels and Rentals Limited and its wholly owned subsidiary whose accounts are consolidated with Travels and Rentals Limited and placed before the shareholders at the general meeting for approval; and
such other transactions as may be exempted by LODR, if not covered under the Act.
Disclosures with respect to Transactions with Related Party shall be made as per applicable provisions of the Act and LODR
7. RELATED PARTY TRANSACTIONS NOT APPROVED UNDER THIS POLICY
In the event the Company becomes aware of a transaction with a related party that has not been approved in accordance with this Policy prior to its consummation, the matter shall be reviewed by the Audit Committee. The Audit Committee shall consider all of the relevant facts and circumstances regarding the related party transaction, and shall evaluate all options available to the Company, including ratification, revision or termination of the related party transaction. The Audit Committee shall also examine the facts and circumstances pertaining to the failure of reporting such related party transaction to the Audit Committee under this Policy and failure of the internal control systems, and shall take any such action it deems appropriate.
In any case, where the Audit Committee determines not to ratify a related party transaction that has been commenced without approval, the Audit Committee, as appropriate, may direct additional actions including, but not limited to, discontinuation of the transaction or seeking the approval of the shareholders, payment of compensation for the loss suffered by the related party etc. In connection with any review/approval of a related party transaction, the Audit Committee has authority to modify or waive any procedural requirements of this Policy.
8. Scope Limitation
In the event of any conflict between the provisions of this Policy and of LODR / the Act or any other statutory enactments, rules, then later shall prevail.
9. Amendments to the Policy
The board of directors of the Company reserves the right to modify and/or amend this Policy at any time subject to the provisions of LODR and the Act and Rules framed thereunder.
The Board of Directors (the “Board”) of Travels and Rentals Limited (the “Company”) has adopted the following policy and procedures with regard to determination of material subsidiaries, in line with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”)
The Board will review and may amend this policy from time to time.
The objective of this policy is to determine material subsidiaries of the Company and to provide governance framework for such subsidiaries.
3. APPLICABILITY AND GOVERNING LAW
This policy will be applicable to the Company from the day it is adopted by the Board.
This Policy on Material Subsidiaries shall be governed by the Companies Act, 2013 read with Rules made thereunder, as may be in force for the time being as well as LODR Regulations or such other Rules/Regulations, as may be notified by SEBI from time to time. Any references to statutory provisions shall be construed as references to those provisions as amended or re-enacted or as their application is modified by other statutory provisions (whether before or after the date hereof) from time to time and shall include any provisions of which they are re-enactments (whether with or without modification).
4. KEY DEFINITIONS
“Control” shall have the same meaning as defined in SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
“Material Subsidiary” shall mean a subsidiary, whose income or net worth exceeds ten percent of the consolidated income or net worth respectively, of the Company and its subsidiaries in the immediately preceding accounting year.
“Material Unlisted Indian Subsidiary” shall mean an unlisted subsidiary, incorporated in India, whose income or net worth exceeds twenty percent of the consolidated income or net worth respectively, of the Company and its subsidiaries in the immediately preceding accounting year.
“Significant Transaction or Arrangement” shall mean any individual transaction or arrangement that exceeds or is likely to exceed ten percent of the total revenues or total expenses or total assets or total liabilities, as the case may be, of the unlisted subsidiary for the immediately preceding accounting year.
“Subsidiary” shall be as defined under the Companies Act, 2013 and the Rules made thereunder.
5. POLICY ON MATERIAL SUBSIDIARIES
• At least one independent director of the Company shall be a director on the board of the unlisted material subsidiary, whether incorporated in India or not.
• The audit committee of the listed entity shall also review the financial statements, in particular, the investments made by the unlisted subsidiary.
• The minutes of the meetings of the board of directors of the unlisted subsidiary shall be placed at the meeting of the board of directors of the Company.
• The management of the unlisted subsidiary shall periodically bring to the notice of the board of directors of the Company, a statement of all significant transactions and arrangements entered into by the unlisted subsidiary.
• The management shall present to the Audit Committee annually the list of such subsidiaries together with the details of the materiality defined herein. The Audit Committee shall review the same and make suitable recommendations to the Board including recommendation for appointment of Independent Director in the Material Unlisted Subsidiary.
6. DISPOSAL OF MATERIAL SUBSIDIARIES
● The Company shall not dispose of shares in its material subsidiary resulting in reduction of its shareholding (either on its own or together with other subsidiaries) to less than fifty percent or cease the exercise of control over the subsidiary without passing a special resolution in its General Meeting except in cases where such divestment is made under a scheme of arrangement duly approved by a Court/Tribunal or under a resolution plan duly approved under Section 31 of The Insolvency And Bankruptcy Code, 2016 and such an event is disclosed to the recognized stock exchanges within one day of the resolution plan being approved.
● Selling, disposing and leasing of assets amounting to more than twenty percent of the assets of the material subsidiary on an aggregate basis during a financial year shall require prior approval of shareholders by way of special resolution, unless the sale/disposal/lease is made under a scheme of arrangement duly approved by a Court/Tribunal or under a resolution plan duly approved under Section 31 of The Insolvency And Bankruptcy Code, 2016 and such an event is disclosed to the recognized stock exchanges within one day of the resolution plan being approved.
This policy for determining Material Subsidiaries shall be disclosed on the website of the Company and a web link thereto shall be provided in the Annual Report of the Company.
POLICY AND PROCEDURES FOR INQUIRY IN CASE OF LEAK OF UNPUBLISHED PRICE SENSITIVE INFORMATION
[Under Regulation 9A of SEBI (Prohibition of Insider Trading) Regulations, 2015
The SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (“PIT Amendment Regulations”) mandates every listed company to formulate a written policy and procedures for inquiry in case of leak of unpublished price sensitive information and initiate appropriate inquiries on becoming aware of leak of unpublished price sensitive information and inform the Board promptly of such leaks, inquiries and results of such inquiries. Accordingly, Travels and Rentals Limited is required to formulate policy and procedures for inquiry in case of leak of unpublished price sensitive information.
B. OBJECTIVE OF THE CODE OF FAIR DISCLOSURES
i. To strengthen the internal control system to prevent leak of UPSI.
ii. To restrict and prohibit the practice of sharing of UPSI, with the un-authorized person, which originates from within the company and which affects the market price of the Company as well as loss of reputation and loss of investors’ / financers’ confidence in the company.
iii. To have a uniform code to curb the un-ethical practices of sharing UPSI by Insiders, Employee & Designated Persons with any person, firm, Company or Body Corporate.
iv. To initiate inquiry in case of leak of UPSI or suspected leak of UPSI and promptly inform the same to the Securities and Exchange Board of India (“SEBI”).
v. To take disciplinary actions, if deemed fit against any Insider, Employee & Designated Persons who appears to have found guilty of violating this policy, apart from any action that SEBI may initiate/take against the Insider, Employee & Designated Persons.
To lay procedures for inquiry in case of leak of unpublished price sensitive information or suspected leak of unpublished price sensitive information and inform the Board promptly of such leaks, inquiries and results of such inquiries.
i. Leak of UPSI- means communication of information which is/deemed to be UPSI by any person, who is in possession of UPSI, to any other person, directly or indirectly, overtly or covertly or in any manner whatsoever, except for legitimate purposes, performance of duties or discharge of legal obligations.
ii. Suspect - means the person or persons against or in relation to whom an inquiry is initiated in case of leak or suspected leak of UPSI.
iii. Chief Investor Relation Officer (“CIO”) shall mean the Compliance Officer or such other Officer of the Company appointed by the Board of Director under Securities and Exchange Board India (Prohibition of Insider Trading) Regulations, 2015.
iv. Disciplinary Action means any action that can be taken on the completion of / during the investigation proceedings including but not limiting to a warning, imposition of fine, suspension from official duties or any such action as is deemed to be fit considering the gravity of the matter.
v. Support Staff shall include IT Staff, Secretarial Staff, Legal Staff, Finance Staff, Strategy Staff who have access to unpublished price sensitive information.
vi. Un-published Price Sensitive Information (“UPSI”) - Shall mean any information, relating to a company or its securities, directly or indirectly, that is not generally available which upon becoming generally available, is likely to materially affect the price of the securities and shall, ordinarily including but not restricted to, information relating to the following;
• Periodical financial results of the Company;
• Intended declaration of dividends (Interim and Final);
• Change in capital structure i.e. Issue of securities, buy - back of securities or any forfeiture of shares or change in market lot of the Company’s shares;
• Mergers, De-mergers, Amalgamation, Acquisitions, De-listing of Securities, Scheme of Arrangement or Takeover, disposals, spin off or selling division of whole or substantially whole of the undertaking and expansion of business and such other transactions;
• Any major expansion plans or execution of new projects or any significant changes in policies, plans or operations of the Company;
• Changes in key managerial personnel;
• Material events in accordance with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; and
• Any other matter as may be prescribed under the Listing Regulations and/or Corporate Law to be price sensitive, from time to time.
Note: Words and expressions used and not defined in this Code but defined in the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Securities Contracts (Regulation) Act, 1956 (42 of 1956), the Depositories Act, 1996 (22 of 1996) or the Companies Act, 2013 (18 of 2013) and the Rules and Regulations made there under shall have the meanings respectively assigned to them in those legislation.
E. DUTIES OF CHIEF INVESTOR RELATIONS OFFICER:
The CIO shall be responsible to;
• Oversee the Compliance of this policy.
• To co-ordinate with and disclose the relevant facts of the incident of actual or suspected leak of UPSI to the Inquiry committee.
• Intimate the incident of actual or suspected leak of UPSI to the Stock Exchanges.
• Report the incident of actual or suspected leak of UPSI to the Securities and Exchange Board of India.
F. Disclosure of actual or suspected leak of UPSI to Stock Exchanges & SEBI:
On becoming aware of actual or suspected leak of Unpublished Price Sensitive Information of the Company, the CIO shall ensure that the same shall be promptly intimated to the Stock Exchanges on which the securities of the Company are listed in the format as set out in “Annexure-A” to this policy.
G. REPORT OF ACTUAL OR SUSPECTED LEAK OF UPSI TO SEBI:
On becoming aware of actual or suspected leak of Unpublished Price Sensitive Information of the Company, the CIO shall ensure that a report on such actual or suspect leak of UPSI, preliminary inquiry thereon and results thereof shall be promptly informed to SEBI in the format as set out in
“Annexure- B” to this policy.
H. CONSTITUTION OF INQUIRY COMMITTEE:
In case of actual or suspected leak of UPSI, a Committee shall be constituted by the Board of Directors or by the Managing Committee of the Board or of such person(s) as may be of the authorized by the Board or Managing Committee in this behalf, to be called as “Inquiry Committee” to perform such duties as may be prescribed by this Code or by any other applicable law for the time being in force. The Inquiry Committee shall consist of minimum 3 (three) Members which shall include Managing Director, Chief Financial Officer and Chief Investor Relation Officer and / or any other officer(s) of the Company as the Board of Directors or the Managing Committee of the Board of Directors, may deem fit. The Managing Committee may change/alter/re-constitute the Inquiry Committee as may be required from time to time.
I. DUTIES OF INQUIRY COMMITTEE:
The Inquiry Committee shall be responsible;
(a) To conduct a preliminary inquiry to ascertain the truth contained in the information or complaint pertaining to actual or suspected leak of UPSI, if any;
(b) To authorize any person, if required, to collect necessary support material;
(c) To consider the facts and circumstances and decide / direct on the matter;
(d) To decide disciplinary action thereon.
J. PROCEDURE FOR INQUIRY IN CASE OF LEAK OF UPSI:
The Inquiry Committee shall suo-motu becoming aware or otherwise on a complaint received in writing or by email [●].com, of actual or suspected leak of Unpublished Price Sensitive Information of the Company by any person in possession of or having access to Unpublished Price Sensitive Information shall follow the below-mentioned procedure in order to inquire and/or otherwise investigate the matter.
i. The written/email complaint shall inter alia, state particulars of the complainee, details of the complaint and shall be addressed to the Audit Committee or the Board or Chairman or Managing Director.
ii. The CIO shall immediately on receipt of the complaint, convene a meeting of the Enquiry Committee and place the complaint before the Committee.
(a) To take Cognizance of the matter: The Inquiry Committee shall meet within a period of 2 (two) working days after receipt of the information of actual or suspected leak of Unpublished Price Sensitive Information and take cognizance of the matter and decide as follows.
i) If it is found that the allegation is frivolous, not maintainable or outside the scope, the same may be dismissed.
ii) If it is found that the issue requires further investigation, Preliminary Inquiry may be initiated.
(b) Preliminary Inquiry: Preliminary Inquiry is a fact-finding exercise which shall be conducted by the Chief Investor Relation Officer. The object of preliminary inquiry is to ascertain the truth or otherwise of the allegations contained in the information or complaint, if any, and to collect necessary available material in support of the allegations, and thereafter to decide whether there is justification to embark any disciplinary action. The Inquiry Committee , if required and in addition to Chief Investor Relation Officer may also appoint and / or authorize any person(s), as it may deem fit, to initiate/conduct an inquiry to collect the relevant fact, material substances on actual or suspected leak of UPSI.
(c) Report of Preliminary Inquiry to the Inquiry Committee: The Chief Investor Relation Officer or Person(s) appointed/authorized to inquire the matter of actual or suspected leak of UPSI shall submit his/her report to the inquiry Committee within 7 days from the date of his appointment on this behalf.
(d) Disciplinary Action: The Enquiry Committee shall, basis the Report of the Preliminary Enquiry, take disciplinary action against the complainee. The Disciplinary Action(s) shall include, wage freeze, suspension, recovery, claw back, termination etc., as may be decided by the Members of the Inquiry Committee as per the provisions of GEL’s Insider Trading Code, in addition to the action to be initiated by SEBI, if any.
K. POWERS OF INQUIRY COMMITTEE
For purpose of conducting inquiry, the Inquiry Committee may:
• such employees/individuals to seek clarification or information pertaining to the leak.
• persons / members of committees involved in generation of the original data for purpose of determination of key figures pertaining to financial figures.
• persons involved in the consolidation of the figures for the financial results.
• persons involved in the preparation of board notes and presentations.
• persons involved in dissemination of information relating to financial results in the public domain.
• any other persons who had access to the information.
• any market intermediaries, fiduciaries and other person/ entities who have access to UPSI for inquiry conducted for leak of such UPSI.
at its discretion, invite external investigators/experts.
take necessary actions including sending the Suspect on leave, restrict physical access to the office premise, freeze access to systems, electronic devices, emails, etc., during the pendency of the investigations for fair conduct of the proceedings
keep the identity of the Suspect confidential till the completion of inquiry unless it is essentially required for the purpose of investigation.
notify the Suspect of the allegations at the outset of internal investigation and provide him opportunity to represent his case and submit evidence.
do all such acts, deeds, matters and things as are necessary for the purpose of conduct of internal investigation.
L. RIGHTS AND OBLIGATIONS OF THE SUSPECT
a) The Suspect shall-
• co-operate with the Inquiry Committee during the investigation process.
• have a right to consult with a person or persons of their choice, other than members of the Inquiry Committee.
• right to be informed of the outcome of the investigation
b) The Suspect(s) has the responsibility not to interfere with the investigation. Evidence shall not be withheld, destroyed or tampered with and witnesses shall not be influenced, coached, threatened or intimidated by the Suspects.
c) Unless there are compelling reasons not to do so, Suspects will be given the opportunity to respond to material findings contained in investigation report. No allegation of wrong doing against a Suspect shall be considered as maintainable unless there is good evidence in support of the allegation.
M. REVIEW AND CHANGES
The Board may amend this Policy from time to time (if required) to incorporate any subsequent amendment(s) / modification(s) brought in by SEBI with respect to matters covered under this policy or even otherwise. The Board of Directors of the Company, in sync with applicable laws, rules & regulations, may amend /substitute any provision(s) with a new provision(s) or replace this entire Policy with a new Policy.
In any circumstance where the terms of this Policy differ from any law, rule, regulation etc. for the time being in force, the law, rule, regulation etc. shall take precedence over this Policy.
Any change in the Policy shall be approved by the Board of Directors of the Company. Any subsequent amendment/modification in the Companies Act, 2013 or the Rules framed thereunder or the Listing Regulations and/or any other laws in this regard shall automatically apply to this Policy.
Format for Intimation of Actual or Suspected leak of UPSI to the Stock Exchanges
[Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015]
The Manager, Listing Department,
National Stock Exchange of India Limited
SME Platform – NSE EMERGE
Exchange Plaza, C-1, Block –G,
Bandra Kurla Complex, Bandra
(East) Mumbai- 400051,
Reference: Symbol: [●]
ISIN No: [●]
Dear Sir / Madam,
Sub: Intimation of actual or suspected leak of UPSI pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.
Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, we hereby report the details of actual or suspected leak of Unpublished Price Sensitive Information (UPSI) of the Company, as follows:
Name of Offender, if known.
Name of Organization.
Designation (Employee, Insider, Designated Person or any other)
Nature of Information
Whether any action initiated by the Company.
If yes, narration of the same
Any other information-
Request you to take the aforementioned on your records.
For [●] LIMITED
COMPANY SECRETARY &
Format for Reporting Actual or Suspected leak of UPSI to the SEBI
[Pursuant to Regulation 9A (5) of SEBI (Prohibition of Insider Trading) Regulation, 2015]
Securities and Exchange Board of India
Plot No. C 4-A, G Block,
Near Bank of India, Bandra Kurla
Complex, Bandra East,
Mumbai – 400 051, Maharashtra
Reference: Symbol: [●]
ISIN No: [●]
Dear Sir / Madam,
Sub: Report of actual or suspected leak of UPSI pursuant to Regulation 9A (5) of SEBI (Prohibition of Insider Trading) Regulation, 2015.
Pursuant to Regulation 9A (5) of SEBI (Prohibition of Insider Trading) Regulation, 2015, we hereby report the details of actual or suspected leak of Unpublished Price Sensitive Information (UPSI) of the Company, as follows:
Name of Offender, if known.
Name of Organization.
Designation (Employee, Insider, Designated Person or any
Nature of Information
Whether any action initiated by the Company. If yes, narration of the same Yes/No
Any other information-
Request you to take the aforementioned on your records.
For [●] LIMITED
COMPANY SECRETARY &
Salient Features - Terms and Conditions - For the Appointment of an Independent Director of Travels and Rentals Limited (‘the Company’)
The Salient Features – Terms and Conditions – For the appointment of an Independent Director of Travels and Rentals Limited (“[TnR]L” OR “the Company”) as set out hereunder are subject to the extant provisions of the (i) applicable laws, including the Companies Act, 2013 read with the rules made thereunder, (as amended), and (ii) Articles of Association of the Company. The relationship of the appointee with the Company will be that of an office holder and not one of contract for employment of the Company.
Terms of Appointment
Subject to detailed terms of appointment letter, as an Additional Director (Category — Non- executive, Independent) of the Company, the appointee will hold office up to the date of the ensuing Annual General Meeting of the Company.
The appointee may be appointed as a Director (Category — Non-executive, Independent) by the Shareholders (Members) of the Company at the ensuing Annual General Meeting subject to other compliances under the Act read with the rules made there under for a fixed term of maximum five (5) consecutive years.
As a Director (Category — Non-executive, Independent), the appointee will not be liable to retire by rotation pursuant to the provisions of Section 149(13) of the Act read with relevant rules made there under.
The appointment is subject to the followings: -
(i) During tenure of the appointee as a Director (Category — Non-executive, Independent), the appointee has to submit a declaration at the beginning of every financial year under Section 149(7), 149(6) of the Act read with relevant rules made there understating that he / she meets the criteria of Independence.
However, If at any stage during the term, there is a change that may affect the status of the appointee as an Independent Director as envisaged in Section 149(6) of the Act read with relevant rules made there under or if applicable, the appointee fail to meet the criteria for 'Independence' the appointee agree to promptly submit his / her resignation to the Company with effect from the date of such change.
(ii) The appointee shall not hold office as a Director or act as a Chairman or Committee Member in excess of the limit/s stipulated under the Act read with relevant rules made there under.
(iii) The appointee shall ensure that he or she do not get disqualified to act as a Director pursuant to the provisions of Section 164 and/or other applicable provisions, if any, of the Act read with relevant rules made there under.
(iv) The appointee shall ensure that he or she was or is not debarred from holding the office of a Director [Category – Non-executive, Independent] pursuant to any order of the SEBI or such other authority in terms of SEBI’s Circular No. LIST/COMP/14/2018-19 dated 20th June 2018 on the subject “Enforcement of SEBI Orders regarding appointment of Directors by listed companies”.
(v) The appointee shall abide by the Code of Independent Directors as outlined in Schedule IV to Section 149(8) of the Act read with relevant rules made there under and duties of a Director as provided in the Act (including Section 166) read with relevant rules made there under, the relevant provisions have been extracted and attached to this as an Annex A.
Board and Committees of the Board
The Board may, if it deems fit, invite the appointee for being appointed on one or more existing Board Committee/s namely Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility (CSR) Committee, Stakeholders' Relationship Committee, Risk Management Committee, or any such Committee that is being formed or constituted from time to time. The appointment on such Committee(s) will be subject to the applicable regulations.
The Meeting/s of the Board of Directors and its Committee/s were convened and/or held as per requirements of applicable regulations and necessity of the business of the Company.
The Board and its Committee/s meets as frequently as necessary. The Board and its Committee Meeting/s are generally held at the Registered Office or Corporate Office of the Company at Bhilwara, Rajasthan, India.
The appointee will be expected to attend the Meeting/s of the Board and its Committee/s to which he / she may be appointed and also the General Meeting/s of the Shareholders (Members) of the Company and to devote such time in commensurate with the role to discharge his / her duties effectively. By accepting this appointment, the appointee confirm that he / she is able to allocate sufficient time to meet the expectations from his / her role to the satisfaction of the Board.
Duties and Responsibilities
As a Director (Category — Non-executive, Independent), it is expected that the appointee shall bring independence of view to the Board's discussions and help the Board to exercise their best judgment to all business decisions. The presence on the Board shall also assist the Board with valuable guidance in relation to the Company's plan and policy, performance and risk management as well as ensuring high standards of financial probity and corporate governance.
As a Director (Category - Non-executive, Independent), the appointee have the same responsibilities to the Company and its Stakeholders like any other Director/s of the Company. There are certain duties prescribed in Section 166 of the Companies Act, 2013 for all the Director/s, both Executive and Non-executive, which are fiduciary in nature and are as under :-
(i) The appointee shall act in accordance with the Company's Articles of Association.
(ii) The appointee shall act in good faith in order to promote the objects of the Company for the benefit of its members as a whole, and in the best interest of the Company.
(iii) The appointee shall discharge his / her duties with due and reasonable care, skill and diligence.
(iv) The appointee shall not involve himself / herself in a situation in which he / she may have a direct or indirect interest that conflicts, or possibly may conflict, with the interest of the Company.
(v) The appointee shall not achieve or attempt to achieve any undue gain or advantage either to himself / herself or to his / her relatives, partners or associates.
(vi) The appointee shall not assign his / her office as a Director and any assignments so made shall be void.
As a member of the Board, the appointee along with other Directors will be collectively responsible for meeting the objectives of the Board which includes—
(a) requirements under the Companies Act, 2013 read with the rules framed there under and also the Memorandum and Articles of Association of the Company;
(b) accountability under the Directors' Responsibility Statement;
(c) upholding ethical standards of integrity and probity;
(d) acting objectively and constructively with due and reasonable care, skill and diligence while exercising duties;
(e) exercising responsibilities in a bona fide manner in the interest of the Company;
(f) guiding in the areas of expertise; and
(g) assisting the Company in implementing the best corporate governance practices.
Conflict of Interest
As a Director (Category — Non-executive, Independent), the appointee shall not engage in any business relationship or activity which might conflict with the interest of the Company.
In case of any potential conflict of interest, the appointee must at the earliest opportunity make full disclosure of all facts and circumstances and shall ensure that Company's interests are protected.
Code of Business Conduct & Ethics
The appointee shall abide by the Code of Business Conduct and Ethics, which is applicable to all the Members of the Board and Senior Management of the Company.
Dealing in Shares
The appointee shall also abide by the "Code of Conduct" for Prevention of Insider Trading in respect of the Company's ([●]L) Securities as per the requirement of SEBI Regulations.
Consequently, the appointee should avoid making any statements or performing any transactions that might risk a breach of these requirements without prior clearance from the Compliance Officer of the Company.
They will be paid such remuneration by way of sitting fees for attending the meetings of the Board and the committees as may be decided by the Board for time to time, subject to approval of the members if required.
In addition to the remuneration described above, the Company shall, for the period of appointment, reimburse the appointee for travel, hotel and other incidental expenses, if any, incurred by the appointee in the performance of his / her role and duties.
Induction Session and Performance Evaluation
Subsequent to appointment, the appointee will be provided with an opportunity to attend an initial induction session and, thereafter, ongoing training and familiarisation sessions, briefings from management and plant visits. The appointee may undertake appropriate induction to the Board and regularly update skill and knowledge.
The Company has adopted a policy on Board Evaluation. The policy provides for evaluation of the Board, the Committees of the Board and individual Director/s, including the Chairman of the Board.
As per the Policy, the Company will carry out an evaluation of the performance of the Board as a whole, Board Committee/s and Director/s on an annual basis. The appointment and re- appointment on the Board shall subject to the outcome of the yearly evaluation process.
There may be occasions when the appointee consider that he / she need professional advice in furtherance of his / her duties as a Director and it will be appropriate for the appointee to consult independent advisers at the Company's expense. The Company will reimburse the full cost of expenditure incurred in accordance with the Company's policy.
Disclosure of Concern or interest
The Company is required to disclose in its Annual Report, a note of any material interest that a Director may have in any transaction or arrangement that the Company has entered into. Such interest should be disclosed no later than when the transaction or arrangement comes up at a Board meeting so that the minutes may record his / her interest appropriately and the records are updated. A general notice that the appointee is interested in any contracts with a particular person, firm or company is acceptable.
(i) The appointee may resign from the directorship of the Company by giving a notice in writing to the Company stating the reasons for resignation. The resignation shall take effect from the date on which the notice is received by the Company or the date, if any, specified by the appointee in the notice, whichever is later.
(ii) The appointment including re-appointment is contingent on his / her getting re- elected by the Shareholders (Members) of the Company in accordance with provisions of Act read with the rules made there under, the Articles of Association of the Company, and the Listing Regulations, as amended, from time to time and in force. The
appointee will not be entitled to any compensation if the Shareholders (Members) of the Company do not re-elect the appointee at any time.
(iii) The directorship on the Board of the Company shall terminate or cease in accordance with the applicable laws, apart from the grounds of termination as specified in the Act read with the relevant rules framed there under.
(iv) The appointment may also be terminated in accordance with the provisions of the Articles of Association of the Company from time to time in force.
As a Director (Category — Non-executive, Independent), the appointee must apply the highest standard of confidentiality and not disclose to any person or company (whether during the course of appointment or following cessation) any confidential information concerning the Company, which the appointee may have acquired in the course of his / her role as a Non- executive, Independent Director of the Company.
The appointee shall not disclose or release any confidential information, which the appointee may acquire or come across during his / her tenure to any third parties, either during the appointment or following cessation (by whatever means) without prior clearance from the Compliance Officer of the Company unless the same is required by law or by the rules of any stock exchange or regulatory authorities.
This appointment letter is governed by and shall be interpreted in accordance with the Indian law and shall be subject to the jurisdiction of the Indian Court/s.
ANNEX - A
The Companies Act, 2013 Section 166 - Duties of Directors
1. Subject to the provisions of this Act, a director of a company shall act in accordance with the articles of the company.
2. A director of a company shall act in good faith in order to promote the objects of the company for the benefit of its members as a whole, and in the best interests of the company, its employees, the shareholders, the community and for the protection of environment.
3. A director of a company shall exercise his duties with due and reasonable care, skill and diligence and shall exercise independent judgment.
4. A director of a company shall not involve in a situation in which he may have a direct or indirect interest that conflicts, or possibly may conflict, with the interest of the company.
5. A director of a company shall not achieve or attempt to achieve any undue gain or advantage either to himself or to his relatives, partners, or associates and if such director is found guilty of making any undue gain, he shall be liable to pay an amount equal to that gain to the company.
6. A director of a company shall not assign his office and any assignment so made shall be void.
7. If a director of the company contravenes the provisions of this section such director shall be punishable with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees.
Code for Independent Directors
The Code is a guide to professional conduct for independent directors. Adherence to these standards by independent directors and fulfillment of their responsibilities in a professional and faithful manner will promote confidence of the investment community, particularly minority shareholders, regulators and companies in the institution of independent directors.
I. Guidelines of professional conduct:
An independent director shall:
1. uphold ethical standards of integrity and probity;
2. act objectively and constructively while exercising his duties;
3. exercise his responsibilities in a bona fide manner in the interest of the company;
4. devote sufficient time and attention to his professional obligations for informed and balanced decision making;
5. not allow any extraneous considerations that will vitiate his exercise of objective independent judgment in the paramount interest of the company as a whole, while concurring in or dissenting from the collective judgment of the Board in its decision making;
6. not abuse his position to the detriment of the company or its shareholders or for the purpose of gaining direct or indirect personal advantage or advantage for any associated person;
7. refrain from any action that would lead to loss of his independence;
8. where circumstances arise which make an independent director lose his independence, the independent director must immediately inform the Board accordingly;
9. assist the company in implementing the best corporate governance practices.
II. Roles and Functions:
An independent director shall:
1. help in bringing an independent judgment to bear on the Board's deliberations especially on issues of strategy, performance, risk management, resources, key appointments and standards of conduct;
2. bring an objective view in the evaluation of the performance of board and management;
3. scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance;
4. satisfy themselves on the integrity of financial information and those financial controls and the systems of risk management are robust and defensible;
5. safeguard the interests of all stakeholders, particularly the minority shareholders;
6. balance the conflicting interest of the stakeholders;
7. determine appropriate levels of remuneration of executive directors, key managerial personnel and senior management and have a prime role in appointing and where necessary recommend removal of executive directors, key managerial personnel and senior management;
8. moderate and arbitrate in the interest of the company as a whole, in situations of conflict between management and shareholder's interest.
An independent director shall:
1. undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the company;
2. seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice and opinion of outside experts at the expense of the company;
3. strive to attend all meetings of the Board of Directors and of the Board committees of which he is a member;
4. participate constructively and actively in the committees of the Board in which they are chairpersons or members;
5. strive to attend the general meetings of the company;
6. where they have concerns about the running of the company or a proposed action, ensure that these are addressed by the Board and, to the extent that they are not resolved, insist that their concerns are recorded in the minutes of the Board meeting;
7. keep themselves well informed about the company and the external environment in which it operates;
8. not to unfairly obstruct the functioning of an otherwise proper Board or committee of the Board;
9. pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure themselves that the same are in the interest of the company;
10. ascertain and ensure that the company has an adequate and functional vigil mechanism and to ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use;
11. report concerns about unethical behaviour, actual or suspected fraud or violation of the company's code of conduct or ethics policy;
12. act within their authority, assist in protecting the legitimate interests of the company, shareholders and its employees;
13. not disclose confidential information, including commercial secrets, technologies, advertising and sales promotion plans, unpublished price sensitive information, unless such disclosure is expressly approved by the Board or required by law.
IV. Manner of appointment:
1. Appointment process of independent directors shall be independent of the company management; while selecting independent directors the Board shall ensure that there is appropriate balance of skills, experience and knowledge in the Board so as to enable the Board to discharge its functions and duties effectively.
2. The appointment of independent director(s) of the company shall be approved at the meeting of the shareholders.
3. The explanatory statement attached to the notice of the meeting for approving the appointment of independent director shall include a statement that in the opinion of the Board, the independent director proposed to be appointed fulfils the conditions specified in the Act and the rules made thereunder and that the proposed director is independent of the management.
4. The appointment of independent directors shall be formalised through a letter of appointment, which shall set out :-
(a) the term of appointment;
(b) the expectation of the Board from the appointed director; the Board-level committee(s) in which the director is expected to serve and its tasks;
(c) the fiduciary duties that come with such an appointment along with accompanying liabilities;
(d) provision for Directors and Officers (D and 0) insurance, if any;
(e) the Code of Business Ethics that the company expects its directors and employees to follow;
(f) the list of actions that a director should not do while functioning as such in the company; and
(g) the remuneration, mentioning periodic fees, reimbursement of expenses for participation in the Board's and other meetings and profit related commission, if any.
5. The terms and conditions of appointment of independent directors shall be open for inspection at the registered office of the company by any member during normal business hours.
6. The terms and conditions of appointment of independent directors shall also be posted on the company's website.
The re-appointment of independent director shall be on the basis of report of performance evaluation.
VI. Resignation or removal
1. The resignation or removal of an independent director shall be in the same manner as is provided in sections 168 and 169 of the Act.
2. An independent director who resigns or is removed from the Board of the company shall be replaced by a new independent director within a period of not more than one hundred and eighty days from the date of such resignation or removal, as the case may be.
3. Where the company fulfils the requirement of independent directors in its Board even without filling the vacancy created by such resignation or removal, as the case may be, the requirement of replacement by a new independent director shall not apply.
VII. Separate meetings:
1. The independent directors of the company shall hold at least one meeting in a year, without the attendance of non-independent directors and members of management;
2. All the independent directors of the company shall strive to be present at such meeting;
3. The meeting shall: -
(a) review the performance of non-independent directors and the Board as a whole;
(b) review the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors;
(c) assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
VIII. Evaluation mechanism:
1. The performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.
2. On the basis of the report of performance evaluation, it shall be determined whether to extend or continue the term of appointment of the independent director
Our Whistle Blower Policy encourages disclosure in good faith of any wrongful conduct on a matter of general concern and protects the whistle blower from any adverse personnel action.
1. PREFACE AND OBJECTIVES:
“TRAVELS AND RENTALS LIMITED” (“Company”) believes in the policy of ethical and lawful business conduct and as a part of this policy strives to carry on its business activities in fair, transparent and professional manner. The Company has continuously strived for developing an environment which would be safe for its employees. The Company has adopted a Code of Conduct for Directors and Senior Management Executives (“Code”), which lays down the principles and standards that should govern the actions of the Company and its employees. Any actual or potential violation of the code, howsoever insignificant or perceived as such, would be a matter of serious concerns for the Company. Vigil mechanism shall provide for adequate safeguards against victimization of persons who use such mechanism and also make provisions for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.
(i) The “Whistle Blower Policy”/ “Vigil Mechanism” is formulated for securing/reporting/deterring/punishing/rectifying any unethical, unlawful acts, behavior etc. and to enable to voice/address bonafide concern of malpractice, deviation from the policies of the Company internally in an effective and systematic manner after its discovery.
(ii) The employees of the Company have a basic responsibility to make the management aware of any non adherence of the mechanism.
(iii) This mechanism is in accordance with the requirements of Regulation 22 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”) and Section 177 of the Companies Act, 2013 and the rules made there under. Any future amendments to the said Act/rules will necessitate amendments of this policy to be in tandem with the prevailing statute.
2. SCOPE OF THE POLICY
The policy covers malpractices and events which have taken place/suspected to have taken place, is being taken place, misuse or abuse of authority, fraud or suspected fraud, violation of company’s rules and policies, manipulations, negligence causing danger to public health and safety, misappropriation of monies, and other matters or activity on account of which the interest of the Company is affected and to report the same in accordance with the policy.
The definitions of some of the key terms used in the policy are given below-
Capitalized terms not defined herein shall have the meaning assigned to them under the Code.
a) “Audit Committee “means the Audit Committee of Directors constituted by the Board of Directors of the Company in accordance with Section 177 of the Companies
Act, 2013 and read with Regulation 22 of the SEBI LODR and the Agreements with the Stock Exchanges.
b) “Employees” means every employee of the Company including the directors in the employment of the Company.
c) “Code” means the code of “TRAVELS AND RENTALS LIMITED”.
d) “Director” means every Director of the Company, past or present.
e) “Designated officer” means Chairman of the Audit Committee or such other officer of the Company who shall be expressly designated for the purpose of this mechanism.
f) “Disciplinary Action” means warning, imposition of fine, suspension from official duties or such other action that may be decided by the Audit Committee depending on the gravity of the matter.
g) “Disclosure” means reporting of malpractice done by an Individual under and as per the mechanism.
h) “Individual” means the person who makes disclosure under this mechanism.
i) “Wrongdoer” means person against whom disclosure of malpractice is made by an Individual.
j) “Whistle Blower” is an employee or group of employees who makes a Protected Disclosure under the Policy.
k) “Investigators” mean those persons authorized, appointed, consulted or approached by the ethics counselor/Chairman of the Audit Committee and includes the auditors of the Company and the police.
l) “Ombudsperson” will be a Non-Executive Director for the purpose of receiving all complaints under this policy and ensuring appropriate action. In the first instance, the Audit Committee & Board shall appoint this Ombudsperson.
Employees of the Company are eligible to make Protected Disclosures under the Policy in relation to matters relating to alleged wrongful conduct.
This mechanism shall, in relation to the Company, apply to all the:
iv. Any other persons as may be decided by the Board of Directors of the Company.
The following activities, events may be brought to the notice of the designated officer:
i. Violation of Code of Conduct of the Company.
ii. Unethical, immoral, biased conduct or behavior.
iii. Abuse of the power or the authority given.
iv. Breach of contract
v. Tampering or manipulating any record and data of the Company.
vi. Any activity, malpractice or wrongdoing which may be harmful for the persons working in or for the Company or for the Company’s image.
vii. Financial irregularities and any type of fraud.
viii. Misappropriation of the Company’s funds.
ix. Any activity which is criminal and illegal in nature.
x. Negligence, lapse causing harm to environment or health, safety of the employees of the Company or public.
xi. Concealment of above activities.
xii. Such other issues as may be prescribed by the Audit Committee.
7. PROCEDURE TO BE FOLLOWED UNDER THIS MECHANISM
Any person may disclose, preferably in writing the following:
I. Brief details of the malpractice found or discovered,
II. Name of the alleged wrongdoer,
III. Evidence, if any, to support the allegation,
IV. Remedial actions required to be taken,
V. Any other relevant details.
The disclosure may be made within 30 days of being aware of the event to the designated officer of the Company. The time limit of 30 days may be extended at the discretion of the designated officer, after considering the circumstances.
The personal making the said disclosure may disclose his / her identity to the designated officer. The identity of the person reporting the malpractice will be kept confidential if the same is provided with a condition to keep it anonymous.
Note: In exceptional cases, the person making the disclosure can have direct access to the Chairperson of the Audit Committee of the Company.
8. REPORTING CHANNEL
▪ All complaints/ disclosures will be received and recorded by the Ombudsperson. The contact details of the Ombudsperson are enclosed herewith as 'ANNEXURE A’.
▪ Whistle Blower must put his/her name to allegations. Concerns expressed anonymously will not be investigated.
▪ If initial enquiries by the Ombudsperson indicate that the concern has no basis, or it is not a matter to be investigation pursued under this Policy, it may be dismissed at this stage and the decision is documented.
▪ Where initial enquiries indicate that further investigation is necessary, this will be carried through either by the Ombudsperson alone, or by a Whistle Officer/Committee nominated by the Ombudsperson for this purpose. The investigation would be conducted in a fair manner, as a neutral fact-ﬁnding process and without presumption of guilt. A written report of the findings would be made.
▪ In exceptional cases, where the Whistle Blower is not satisﬁed with the outcome of the investigation and the decision, she/he can make a direct appeal to the Chairman of the Audit Committee.
▪ All Protected Disclosures concerning ﬁnancial/accounting matters should be addressed to the Chairman of the Audit Committee of the Company for investigation.
▪ If a protected disclosure is received by any executive of the Company other than Chairman of Audit Committee or the Ethics Counsellor, the same should be forwarded to the Company's Ethics Counsellor or the Chairman of the Audit Committee for further appropriate action. Protected Disclosures should preferably be reported in writing so as to ensure a clear understanding of the issues raised. Appropriate care must be taken to keep the identity of the Whistleblower conﬁdential.
▪ 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 and the urgency of a preliminary investigative procedure.
▪ The Whistleblower may disclose his/her identity in the covering letter forwarding such Protected Disclosure Anonymous disclosures will also be entertained.
The Company reserves its right to amend or modify this Policy in whole or in part, at any time without assigning any reason whatsoever.
ANNEXURE-A: OMBUDSPERSON CONTACT DETAILS
Chairperson of the Audit Committee
[●], Non-executive, Independent Director
Email Id: [●].com
A letter addressed to Audit Committee marked as “Private & Confidential” and delivered to ‘Chairman of the Audit Committee’
Address: [●], India.
Website: www. [●].com
Contact: +91 [●]