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Luminous India
Philosophy
Luminous Power Technologies Pvt. Ltd. (Luminous) upholds it national, social and environmental responsibilities at the highest standards. These standards are a core part of our business values and operations as we passionately innovate solutions that will help us meet and surpass the expectations of our stakeholders, making Luminous an agent of change and pride in their lives.
Corporate Social Responsibility (CSR) at Luminous underscores this commitment to our stakeholders in the communities around our plants, and includes in its wider scope to those employed by its contractors and suppliers, ensuring that they benefit from the company’s presence in their neighborhood.
Luminous corporate social responsibility is rooted in the company’s core values of innovation and passion, driven to work as a team with many partners, to establish excellent services and products that will transform the lives of people in our communities for better, forever.
CSR Vision
The CSR philosophy outlined above, defines the strategic approach and choices that Luminous is making to achieve its CSR vision. We identify four key areas where Luminous will strengthen its CSR efforts. These identified areas will be aligned across all its target locations to ensure common focus and synergy in efforts.
CSR activities shall be implemented at geographic areas adjoining our manufacturing units. Presently these are located at Gagret-Himachal Pradesh, Baddi-Himachal Pradesh and Hosur-Tamil Nadu.
Proposed CSR Initiatives
It is Luminous's policy:
Implementation
To implement the Company's CSR Programmes through Company personnel or through external implementing agencies and Trusts, Foundations and Section 8 companies that may be established by the Company from time to time.
Luminous may employ one or more staff to operationalize the CSR Policy and follow the implementation modalities as specified. Any training costs incurred on the CSR staff and overall Luminous employees in matters of engaging with the Company CSR Projects/Programmes and developing their capacities to undertake CSR initiatives on behalf of the company will be met within the mandated 5% of overall CSR annual budget, including the expenditures on administrative overheads.
Governance
CSR Expenditure
CSR expenditure will include all expenditure, direct and indirect, incurred by the Company on CSR Programmes undertaken in accordance with the approved CSR Plan. Moreover, any surplus arising from any CSR Programs or in a particular financial year will be used for Company’s CSR activities only.
Reporting framework
The CSR Committee will submit its report to the Board of Directors under the prescribed format:
PREAMBLE
Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014, requires every Company to establish a vigil mechanism for the Directors and Employees to report genuine concerns in such manner as may be prescribed.
In compliance with the requirements of the Companies Act, 2013, the Company has formulated a Vigil Mechanism for the purpose of ensuring adherence to the Principle of Responsibility by the Directors and all employees (“POR”) (as laid down by the Company and last notified on _________, which lays down the principles and standards that should govern the actions of the Directors, all employees and all business associates of the Company.
MECHANISM OBJECTIVES
The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, the Company encourages its Directors/employees/business associates who have genuine concerns about suspected misconduct, to come forward and express these concerns without fear of punishment or unfair treatment.
The Vigil Mechanism aims to provide a channel to the Whistleblower to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the POR and provide adequate safeguard against victimization of the Whistleblower who avails the vigil mechanism.
The Mechanism also provides for adequate safeguards against victimization of Directors, employees and business associates to avail the mechanism and also provide for direct access to the Chairperson of the Audit Committee, in exceptional cases.
However, this neither releases Directors, employees and business associates from their duty of confidentiality in the course of their work nor can it be used as a route for raising malicious or unfounded allegations about a personal situation.
Also, in case of repeated frivolous complaints being filed by a Director/employee/ business associate, the Chairman of the Audit Committee may take suitable action against the concerned Director/employee/ business associate including reprimand.
SCOPE OF VIGIL MECHANISM
APPLICABILITY
This Mechanism applies to the following:
DEFINITION OF CERTAIN TERMS USED IN THIS DOCUMENT
”Ethics Committee” means a Committee constituted by the Company by the name of ‘Ethics Committee’ for overseeing the affairs of Vigil Mechanism, Principles of Responsibility and issues related thereto.
“Audit Committee” means a Committee constituted by the Board of Directors of the Company by the name of ‘Audit Committee’ in accordance with the Companies Act.
“Company” means Luminous Power Technologies Private Limited and its subsidiary Companies.
“Director” means a person who holds or has held the position of a director on the Board of Directors of the Company
“Employee” means every employee on the permanent or temporary rolls of the Company and ex-employees including employees of Company’s subsidiaries and associates (whether working in India or abroad)
“Good Faith” An employee shall be deemed to be communicating in “good faith” if there is a reasonable basis for communication of unethical and improper practices or any other alleged wrongful conduct. Good Faith shall be deemed lacking when the employee does not have personal knowledge on a factual basis for the communication or where the employee knew or reasonably should have known that the communication about the unethical and improper practices or alleged wrongful conduct is malicious, false or frivolous.
“Mechanism” means Vigil Mechanism as provided in this document.
“Protected Disclosure” means a concern raised by a written communication made in good faith that discloses or demonstrates information that may evidence unethical or improper activity and as more particularly delineated in the Scope section of this Mechanism. Protected Disclosures should be factual and not speculative in nature.
“Subject” means a person or group of persons against or in relation to whom a Protected Disclosure is made or evidence gathered during the course of an investigation under this Mechanism.
“Vigilance Officer” means an officer who is nominated/ appointed to conduct detailed investigation of the Protected Disclosure received from the Whistleblower and recommend disciplinary action.
“Whistleblower” means a person making a Protected Disclosure under this Mechanism. Whistle Blower or complainant could be Director(s)/employee/ex-employee including their representative bodies /business associate whether at the Senior Management level or at lower level.
DISCLOSURE
The Mechanism is an extension of the Principle of Responsibilities for all Directors, employees and business associates and covers disclosure of any unethical and improper practice or malpractices and events which have taken place/ suspected to take place involving either of the following matters:
The above list is only illustrative and should not be considered as exhaustive.
ELIGIBILITY
All Directors, employees of the Company and any other person associated with the Company are eligible to make Protected Disclosures under this Mechanism in relation to matters concerning the Company. The Mechanism should however not be used for making malicious/frivolous allegations against the Directors/employees of the Company.
PROCEDURE
All Protected Disclosures should be reported in writing by the Whistleblower as soon as possible, not later than 30 days after the Whistleblower becomes aware of the same and should either be typed or written in a legible handwriting in English/Hindi.
The Protected Disclosure should be submitted under a covering letter signed by the Whistleblower in a closed and secured envelope and should be super scribed as “Protected disclosure under the Vigil Mechanism” or sent through email with the subject “Protected disclosure under the Vigil Mechanism ”. If the complaint is not super scribed and closed as mentioned above, the Protected Disclosure will be dealt with as if a normal disclosure.
All Protected Disclosures should be addressed to the Vigilance Officer of the Company or to the Chairman of the Audit Committee, in exceptional cases. Exceptional cases may be, including but not limited to, insider trading, violation of human rights, sexual harassment etc.
The contact details of the key persons who oversee the Vigil/PoR Matters are as under:-
Managing Director/Chairman of Ethics Committee:
Mr. Vipul Sabharwal
Luminous Power Technologies Private Limited
Plot No. 150, Sector 44, Gurugram, Haryana 122 003, India
Email: vipul.sabharwal@liminousindia.com
Chairperson of Audit Committee
Ms. Maren Moxom
Plot NO. 150, Sector 44, Gurugram, Haryana 122 003, India
Email: maren.moxom@schneider-electric.com
Vigilance Officer/AGM-Internal Audit:
Mr. Ram Kumar Choudhury
Plot No- 150, Sector- 44, Gurgaon, Haryana – 122003, India
Email - whistleblower@luminousindia.com
In order to protect the identity of the Whistleblower, the Company will not issue any acknowledgement to Whistleblower and they are advised neither to write their name / address on the envelope nor enter into any further correspondence with the Investigating Officer.
Anonymous / Pseudonymous disclosure shall not be entertained by the Company as the same will prove to be a hindrance in further investigation. On receipt of the Protected Disclosure, the Company shall detach the covering letter bearing the identity of the Whistle Blower and process only the Protected Disclosure. In case the Whistleblower is not able to provide specific information that covers at least some of the following points:
a) Location of incident
b) Date and time of incident
c) Personnel involved
d) Specific evidence
e) Frequency of issues
In case the Whistleblower is unable to provide adequate information, the Company reserves the right to not investigate the reported matter.
INVESTIGATION
All Protected Disclosures under this Mechanism will be recorded and thoroughly investigated. The Company will carry out an investigation either by Vigilance Officer by involving any other Officer of the Company/ Committee constituted for the same /an outside agency before referring the matter to the Board of the Company. The Company shall ensure that the investigation is carried out in independent and unbiased manner.
The Ethics/Audit Committee may call for further information or particulars from the Whistleblower and at its discretion, and consider involving any other/additional Officer of the Company and/or Committee and / or an outside agency for the purpose of investigation.
The investigation by the Company would not tantamount to an accusation and is to be treated as a neutral fact finding process.
The investigation shall be completed normally within 90 days of the receipt of the Protected Disclosure and is extendable by such period as the Ethics/Audit Committee, may deems fit.
Chairman of the Ethics Committee or that of Audit Committee or other officer having any conflict of interest with the matter shall disclose his/her concern /interest forthwith and shall not deal with the matter.
DECISION AND REPORTING
If an investigation leads to a conclusion that an improper or unethical act has been committed, the Company shall recommend to the Ethics/Audit Committee to take such disciplinary or corrective action as it may deem fit.
Any disciplinary or corrective action initiated against the subject as a result of the findings of an investigation pursuant to this Mechanism shall adhere to the applicable personnel or staff conduct and disciplinary procedures including giving the Subject a right to be heard and being informed of the outcome of the investigation. Further if deemed appropriate, the Whistleblower shall also be informed of the outcome of the investigation conducted by the Company.
A periodic report with number of complaints received under the Mechanism and their outcome shall be placed before the Audit Committee.
A Whistleblower who makes false allegations of unethical & improper practices or about alleged wrongful conduct of the Subject to the Company shall be subject to appropriate disciplinary action in accordance with the rules, procedures and policies of the Company.
CONFIDENTIALITY
The Whistleblower, the Company, Ethics Committee, Audit Committee, the Subject and everybody involved in the process shall, maintain confidentiality of all matters under this Mechanism, discuss only to the extent or with those persons as required under this Mechanism for completing the process of investigations and keep the papers in safe custody. Disciplinary action might be initiated against anyone found not complying with the below:
PROTECTION
No unfair treatment will be meted out to a Whistle Blower by virtue of his/ her having reported a Protected Disclosure in good faith under this Mechanism. Adequate safeguards against victimization of Whistleblower shall be provided and he/she will not be at risk of suffering any form of reprisal or retaliation. Retaliation includes discrimination, reprisal, harassment or vengeance in any manner. Company’s employee will not be at the risk of losing her/ his job or suffer loss in any other manner like transfer, demotion, refusal of promotion, or the like including any direct or indirect use of authority to obstruct the Whistleblower's right to continue to perform his/her duties/functions including making further Protected Disclosure, as a result of reporting under this Mechanism.
The identity of the Whistleblower shall be kept confidential to the extent possible and permitted under law i.e. the Company cannot guarantee to keep the identity of the Whistleblower confidential in the event any disciplinary action results in the initiation of a legal action. Any other employee assisting in the said investigation shall also be protected to the same extent as the Whistleblower.
The Company will not tolerate the harassment or victimization of anyone raising a genuine concern. As a matter of general deterrence, the Company shall publicly inform Directors/employees/business associates of the penalty imposed and discipline of any person for misconduct arising from retaliation. Any investigation into allegations of potential misconduct will not influence or be influenced by any disciplinary or redundancy procedures already taking place concerning any Directors / employees / business associates reporting a matter under this Mechanism.
DISQUALIFICATIONS
While it will be ensured that genuine Whistleblowers are accorded complete protection from any kind of unfair treatment as herein set out, any repeated abuse of this protection will warrant disciplinary action. Protection under this Mechanism would not mean protection from disciplinary action arising out of repeated false or bogus allegations made by a Whistle Blower knowing it to be false or bogus or with a mala fide intention.
Whistle Blowers, who make repeated Protected Disclosures, which have been subsequently found to be mala fide, frivolous or malicious, shall be liable to be prosecuted/reprimanded up to and including termination of employment, in accordance with Company rules, policies and procedures. Further this Mechanism may not be used as a defense by an employee against whom an adverse personnel action has been taken independent of any disclosure of intimation by him and for legitimate reasons or cause under Company rules and policies.
COMMUNICATION
Directors, Employees and business associates of the Company shall be informed of the Mechanism by publishing on the notice board and the website of the Company.
RETENTION OF DOCUMENTS
All Protected Disclosures in writing or documented along with the results of Investigation relating thereto, shall be retained by the Company for a period of 5 (five) years or such other period as specified by any other law in force, whichever is more.
AMENDMENT
The Company reserves its right to amend or modify this Mechanism in whole or in part, at any time without assigning any reason whatsoever. However, no such amendment or modification will be binding on the Directors, employees and business associates of the Company unless the same is not communicated in the manner described as above. Whilst, the Company has made best efforts to define detailed procedures for implementation of this Mechanism, there may be occasions when certain matters are not addressed or there may be ambiguity in the procedures. Such difficulties or ambiguities will be resolved in line with the broad intent of the Mechanism.
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