The Board of Directors of EWAC Alloys Limited have adopted the Whistle Blower Policy so that the employees of the company have a secure mechanism to report any concerns that they may have of actual, suspected or planned wrongdoings (hereinafter “wrongdoings”) involving an ESAB Company (EWAC Alloys Limited or any of its subsidiaries or associate companies) or any of its directors, officers or employees.
The employees of the company have a right to report any such concerns through this policy, knowing fully well that such an act of whistle blowing on his / her part would not lead to any discrimination or recrimination against him / her.
The Chairman of the Audit Committee shall be the person to whom such concerns can be addressed. Correspondence on this may be addressed to them at the address of the Registered Office.
Any employee of the Company making a report in good faith, can do so in the knowledge and confidence that the Board of Directors of EWAC Alloys Limited will ensure that the act will not lead to the employee facing any recrimination, punishment or victimization.
Reports made in good faith must be based on a reasonable belief that a Wrongdoing has occurred or is likely to occur. If a subsequent investigation reveals that there was no Wrongdoing the employee making the report would not be subjected to any victimization or disciplinary action if he/she had acted in good faith.
The policy applies to all ESAB Companies in India, including joint ventures and other investments in which any ESAB Company has a participating interest. The policy applies regardless of the jurisdiction in which the Wrongdoing occurs or is suspected to have occurred, or whether or not such Wrongdoing or suspected Wrongdoing occurs in the home country or jurisdiction of another Country.
This is an illustrative list and employees can report other concerns.
Where an Employee of the Company suspects there is a Wrongdoing or has been asked to participate in a Wrongdoing, the employee has a paramount duty to report the concern immediately
In the circumstances where any EWAC Employee is directed to carry out or account for a transaction or series of transactions, that, in such EWAC Employee's opinion are outside normal policies and procedures, he should bring his concerns to the attention of the Chairman of the Audit Committee.
Reports should be made to the individuals referred to in paragraph 1 above
If an employee, who has a concern that the Code of Conduct is not being properly complied with, should report it, in the first instances, to his immediate superior. In case the concern involves the superior or the employee believes that his/her report has not been acted upon, he / she should report the matter to the Chairman of the Audit Committee.
Wherever possible an EWAC Employee should make a report disclosing his/her identity. However, if he/she makes a disclosure anonymously then consideration will only be given to such disclosures if:-
The subject matter is serious enough to justify it;
Sufficient information is provided to take further action;
Anonymity does not harm the credibility of the disclosure; and anonymity does not prevent the confirmation of details with other sources
All reports under this Policy will be promptly and thoroughly investigated, and all information disclosed during the course of the investigation will remain confidential, except as necessary to conduct the investigation and take any remedial action, in accordance with applicable law.
All reports will be investigated by persons with the appropriate authority and who are not directly linked with any aspect of the Wrongdoing as may be instructed to by the Chairman of the Audit Committee.
Wherever necessary, or required by law, a report may be referred to an external body for further investigation. Where feasible any such referral will be subject to the agreement of the Chairman of the Audit Committee.
All employees of EWAC Alloys Limited have a duty to cooperate in the investigation of reports of Questionable Accounting / Audit Matters or the reporting of fraudulent financial information or of Grave Misconduct or of discrimination, retaliation or harassment resulting from the reporting or investigation of such matters
An employee shall be subject to disciplinary action, including the termination of their employment, if the employee fails to cooperate in an investigation, or deliberately provides false information during an investigation. If, at the conclusion of its investigation, the Company determines that a violation of policy has occurred, the Company will take effective remedial action commensurate with the severity of the offense. This action may include disciplinary action against the accused party, up to and including termination. Reasonable and necessary steps will also be taken to prevent any further violations of policy
All documents related to the reporting, investigation and enforcement of this policy, as a result of a report of questionable accounting, internal accounting controls, or auditing matters, or the reporting of fraudulent financial information or matter pertaining to Misconduct, or of the discrimination, retaliation or harassment of an employee who made such a report, shall be kept in accordance with the retention policy under applicable law
The results of an investigation shall be communicated to the EWAC Employee if considered appropriate by the Chairman of the Company or the Chairman of the Audit, provided the employee concerned has agreed to maintain confidentiality
The Board of Directors of the Company may modify this Policy. Modification may be necessary, among other reasons, to maintain compliance with local, state and central regulations and / or to accommodate organizational changes within the Company.
These Guidelines provide guidance on business ethics. They supplement the principles set out in the Code of Conduct to show that all EWAC entities operate fairly, transparently, and with integrity
The purpose is to ensure that EWAC and its subsidiaries (“EWAC”) comply fully with all applicable laws and operate to ethical standards wherever they conduct business
These Guidelines apply to all employees of EWAC with the exception of employees employed by AGI or its subsidiaries who are covered by separate guidelines issued by AGI.
These Guidelines apply throughout the group irrespective of the country where business is conducted and/or a particular business unit is situated. The principles contained in these Guidelines must be applied in all countries, even if they are more stringent than local law. Where local laws are more stringent than these Guidelines, then they must also be complied with.
Everyone at EWAC must show that all business is performed to the highest ethical standards and complies both with these Guidelines and all applicable laws.
No one at EWAC will engage in any form of bribery.
A “bribe” is the promise of money, reward, favour, or benefit to a person or public official in order to influence the conduct or judgment of that person.
In particular, no EWAC employee will
Senior Management (which means the MD/ Chief Executive and the FD / Head of Finance), of the relevant business unit, are responsible for implementing these Guidelines and enforcing them.
EWAC Alloys Limited is an equal employment opportunity company and is committed to creating a healthy working environment that enables employees to work without fear of prejudice, gender bias and sexual harassment. The Company also believes that all employees of the Company have the right to be treated with dignity. Sexual harassment at the work place or other than work place if involving employees is a grave offence and is, therefore, punishable.
This Policy extends to all employees of the Company and is deemed to be incorporated in the service conditions of all employees and comes into effect immediately.
The term employee refers to a person employed at a workplace for any work on regular,temporary ad hoc or daily wage basis, either directly or through an agent, including a contractor with or without the knowledge of the principal employer, whether for remuneration or not, or working on a voluntary basis or otherwise whether the terms of employment are express or implied and includes a co-worker, contract worker,probationer, trainee, apprentice or called by any other such name.
Sexual harassment would mean and include any of the following:
The following circumstances, among other circumstances, if it occurs or is present in relation to or connected with any act or behavior of sexual harassment may amount to sexual harassment:
INTERNAL COMPLAINTS COMMITTEE
A Committee has been constituted to consider and redress complaints of Sexual
Harassment. Any person who is aggrieved of any act of sexual harassment can send in their complaints to the Members of the Internal Complaints Committee viz:
(Committee reconstituted on 27th March 2024)
REDRESSAL PROCESS
Any aggrieved employee shall make in, in writing, a complaint of sexual harassment at workplace to the Internal Complaints Committee within a period of three months from the date of the incident and in case of a series of incidents, within a period of three months from the date of the last incident.
Complaints made under this Policy will be promptly and thoroughly investigated, and all information disclosed during the course of the investigation will remain confidential, except as necessary to conduct the investigation and take any remedial action, in accordance with applicable law.
If, at the conclusion of its investigation, the Internal Complaints Committee determines that a violation of policy has occurred, the Company will take effective remedial action commensurate with the severity of the offense. This action may include disciplinary action against the accused party, up to and including termination. Reasonable and necessary steps will also be taken to prevent any further violations of policy.
In case the complaint is found to be false, the Complainant shall, if deemed fit, be liable for appropriate disciplinary action by the Management
Updated on: 28th September 2023
Objective of the Policy
Managing Director (MD) / Executive Director (ED) / Whole-time Director (WTD)/Chief Executive (CE)
Non-Executive & Independent Directors
The Company currently pays no sitting fees for attending the meetings of the Board / Committees thereof, which includes Audit Committee / Nomination & Remuneration Committee / CSR Committee. Any change in this fee would have to be approved by the Board of Directors within the limits and provisions of the Companies Act, 2013.
Commission to Non-Executive Directors
The Company also reimburses the out-of-pocket expenses incurred by the Directors for attending the meetings as and when applicable and may also pay any amount as may be approved by the Nomination and Remuneration Committee and Board as commission to Non-Executive Director’s within the overall ceiling limits as specified in the Companies Act, 2013.
Key Managerial Personnel (KMP) & Senior Management Personnel (SMP)
KMP as defined in the Companies Act, includes the Chief Financial Officer/Head of Finance and the Company Secretary. The Senior Management Personnel are all those Executives who directly report to the MD / ED / WTD/ CE i.e. one level below the Board of Directors.
The Compensation package to the KMPs and the SMPs will comprise:
Effective Date
This policy shall be effective 8 February, 2018
EWAC Alloys Limited (“EWAC” or the “Company”) is a public limited Company in India. This document articulates EWAC’s Corporate Social Responsibility (CSR) Policy (the “Policy”). This Policy applies to all CSR activities of EWAC and conforms to the requirements of Section 135 of the Companies Act 2013 (as amended from time to time), rules notified thereunder and any other applicable statutory provision(s). The Policy is underpinned and guided at all times by the Code of Conduct (CoC) of the Company.
At EWAC, we believe that we have responsibility to bring enduring positive value to communities we work with. In line with our core theme to enhance safe welding skills to all the welders in the society, EWAC strives to uplift the welders’ community through continuous training and education to the welders on the safe welding practices. Through imparting safe welding practices to the welders’ community, EWAC continue to build a strong welders’ society. Welders in the country are the key partners who play a significant role in keeping the wheels of the Welding industry moving. EWAC felt the need of improving the skillsets of the Welders in the society in order to motivate them to have respectable livelihood. This initiative of EWAC would improve the livelihood opportunities and socio-economic conditions of the Welding community. At EWAC, we are committed to making a positive impact in the lives of Welders by preparing them to face today’s reality and leverage tomorrow’s opportunity. Through CSR initiatives, EWAC aims to achieve the following: a) To create positive and sustainable impact on welders’ community by way of imparting training and education on safe welding practices and overall safe welding environment. b) To identify opportunities and initiatives to enhance Social, Environmental and Economic value to the Society along with desired impact. c) To engage with nearby community in identifying local needs and requirements. d) To Institute a process and a suitable mechanism for the implementation and monitoring of the CSR activities in line with the provisions of the Companies Act 2013.
A. EWAC Safe Welding Practices EWAC Safe Welding Practices is an “Upskilling and holistic development programme for welders’ community PAN India along with the safety of their workplace” 2 Vision: Transforming the lives of Welders towards a sustainable livelihood and building pride in their professions. Mission: i) To prepare the Welders in India for today’s reality and tomorrow’s opportunity by: - Enabling sustainable livelihoods and making them future-ready through upskilling. - Providing opportunities for socio-economic growth through financial literacy and entrepreneurship development. - Building pride in their professions through multiple programmatic interventions and platforms. “EWAC Safe Welding Practices” The objective of this CSR initiative is to uplift the lives of Welders community in the society. EWAC felt that the Welders were not recognised in the society as a respectable community. EWAC wanted to transform the lives of the poor Welders in the country by imparting continuous training and education on the safe welding practices. The overall working environment of the small and middle level companies is prone to unsafe conditions. We will strive to reduce the level of risk in this working environment. Through this CSR initiative, the Welders would enable them to lead their lives in a good socio-economic conditions. The programme aims at holistically improving lives of welders through interventions that enable a sustainable livelihood and opportunities for socio-economic growth. B. Other CSR initiatives Additionally, the Company continues to support community development initiatives around areas of operations and presence. The Company, from time to time, supports humanitarian aid activities in India, by providing relief and rehabilitation to people impacted by natural disasters. Also the Company take up various other CSR initiatives from time to time in compliance with this Policy and Companies Act 2013.
The composition of the CSR Committee shall consist of three or more directors.
The CSR Committee shall meet at least twice in a financial year and the quorum for the meeting shall be two. The Company Secretary shall play the role of Secretary to the Committee and assist the Committee in convening the meetings and recording the proceedings. 6. Duties & Responsibilities of the CSR Committee The Duties and Responsibilities of the CSR Committee are to :- a) Formulate and recommend to the Board, a CSR Policy which shall indicate the activities to be undertaken by the company in areas or subjects, specified in Schedule VII to the Companies Act 2013. b) Identify CSR projects together with the budget along with desired long-term impact on society & environment and recommend to the board for approval. c) Institute a mechanism for implementation and effective control of CSR activities d) Ensure that the CSR activities and its expenditure are in line with regulatory requirement e) Prepare and submit an Annual Report to the Board on the CSR activities in a specified format.
The CSR activities of the company shall be the activities within the areas and subject matters covered under the ambit of Schedule VII to the Companies Act 2013 and in line with this policy and any other CSR activities as permitted by law from time to time.
As per Companies Act 2013, the CSR projects are broadly classified into two types viz. i) Ongoing Project; and ii) Other than Ongoing Project. i) Ongoing Project ‘Ongoing Project’ means a multi-year project undertaken by a Company in fulfilment of its CSR obligation having timelines not exceeding three years excluding the financial year in which it was commenced and shall include such project that was initially not approved as a multi-year project but whose duration has been extended beyond one year by the Board on reasonable justification. ii) Other than Ongoing Project ‘Other than Ongoing Project’ means any CSR project which commences and ends during the relevant financial year. It is hereby clarified that it has a life span of only one year till 31st March of the relevant financial year.
The Board will have the following responsibilities a) Formally approve the CSR Policy and budget for CSR activities as recommended by the CSR Committee. b) Ensure that CSR activities of the company fall under the list specified in the Schedule VII to the Companies Act 2013. c) Ensure that company complies with the provisions of the Companies Act 2013 in relation to CSR. d) Assure that the contents of the CSR policy and its activities are promptly displayed in the website. e) Ensure that an annual report on CSR activities is included in the Directors’ Report every year in the prescribed format. 4 f) The Board shall undertake CSR activities directly or through an implementing agency.
i) Ongoing Project: With respect to “Ongoing Project”, CSR expenditure must be spent within a period of three years from the end of the relevant financial year failing which the CSR unspent amount, if any, must be transferred to a Fund specified in Schedule VII to the Companies Act 2013, within a period of thirty days from the date of completion of the third year. ii) Other than Ongoing Project: With respect to “Other than Ongoing Project”, CSR expenditure must be spent during the relevant financial year unless it is converted to “Ongoing Project”, the CSR unspent amount, if any, must be transferred to a Fund specified in Schedule VII to the Companies Act 2013, within a period of six months from the end of the financial year.
In relation to any Ongoing CSR Project, if any unspent amount lying at the end of the financial year in which the Ongoing Project is commenced then such Ongoing CSR Project unspent amount should be transferred to a separate ‘CSR Unspent A/c’ within 30 daysfrom the end of the relevant financial year.
The company propose to set up internal “CSR Team” with the following team members who, in addition to their regular work, would devote their time to identify, evaluate and propose the CSR initiatives to the CSR Committee for review and recommendation to the Board and also monitor its implementation and report the progress of the same. Sl. No. Name of the person Department & designation 1 Mr. Siddharth Das Manager – Technical Training 2 Ms. Jasmine Sebastian Senior Manager HR In view of rule 2(b) of the Companies (Corporate Social Responsibility Policy) Rules 2014, the company propose to absorb 5% of the total CSR expenditure as “Administrative Overheads” year on year on account of utilization of its internal resources’ time for ‘general management and administrative’ of Corporate Social Responsibility functions in the company.
i) Reporting to Board The company shall disclose in its Board’s Report an annual report on CSR containing the relevant particulars as prescribed under the Act. ii) Reporting to Registrar of Companies in Form CSR-2 As part of annual accounts reporting in form AOC-4 XBRL to the Registrar of Companies, the company should also report its CSR compliance of each financial year to the Registrar of Companies in form CSR- 5 2. This CSR-2 form will capture the entire compliance details of the provisions of the Companies Act 2013 relating to CSR.
The company shall disclose the composition of the CSR Committee and CSR Policy and Projects approved by the Board on their website, if any, for public access.
If the average CSR obligations is Rs.10 crores or more in the three immediately preceding financial years, the company shall undertake impact assessment through an independent agency of its CSR projects having outlays of one crore rupees or more.
CSR Policy of the Company may be reviewed and amended from time to time within the purview of Government directives and the Company’s policies
