Companies Act & SEBI Compliances

Policies and Programs

  • Policy on Related Party Transactions
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  • Policy on Familiarisation Programme to Independent Directors
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  • Independent Directors - Terms & Conditions of Appointment
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  • Familiarization Program of Independent Directors
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  • Whistleblower Policy and Vigil Mechanism
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  • Policy on Material Subsidiaries
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  • Policy on Preservation
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e-Voting

  • Regulation 44(3) of SEBI (LODR) Regulations, 2015 - Voting Results of Annual General Meeting held on - August 03, 2018
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  • Regulation 44(3) of SEBI (LODR) Regulations, 2015 - Voting Results of Postal Ballot Notice - Reg, August 24, 2017
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  • Regulation 44(3) of SEBI (LODR) Regulations, 2015 - Voting Results - Postal Ballot - Reg, May 22, 2017
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  • Regulation 44(3) of SEBI (LODR) Regulations, 2015 - Voting Results - Postal Ballot - Reg, March 01, 2017
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  • Report of the Scrutinizer(s) - February 23, 2017
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  • Clause No. 35A of the Listing Agreement - Voting Rights
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Postal Ballot

  • Postal Ballot Form - 24th August, 2017
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  • Postal Ballot Notice - 24th August, 2017
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  • Postal Ballot Form - 01st April, 2017
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  • Postal Ballot Notice - 1st April, 2017
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  • Postal Ballot - Corrigendum - 27th September, 2017
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  • Postal Ballot - Corrigendum - 26th September, 2017
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  • Postal Ballot - Corrigendum - February 2017
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  • Postal Ballot Form - 25th January, 2017
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  • Postal Ballot Notice - 25th January, 2017
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  • Postal Ballot - Corrigendum - January 2017
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  • Regulation 44(3) of SEBI (LODR) Regulations, 2015 - Voting Results - Postal Ballot - Reg. - August 26, 2016
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  • Postal Ballot Form - 21st July, 2016
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  • Regulation 44(3) of SEBI (LODR) Regulations, 2015 - Voting Results - Postal Ballot - 11th February, 2016
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  • Corrigendum to the Postal Ballot Notice to Shareholders of Shriram EPC Limited
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  • Postal Ballot Form - 27th January, 2016
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  • Postal Ballot Notice - 27th January, 2016
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  • Postal Ballot - Scrutinizer's Report - 25th September, 2015
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  • Postal Ballot & Scrutinizer's Report - 10th August, 2015
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  • Postal Ballot Notice - 03rd July, 2015
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  • Postal Ballot Form - 03rd July, 2015
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  • Postal Ballot - Voting Rights - 08th June, 2015
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  • Postal Ballot - Scrutinizer's Report - 05th June, 2015
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  • Shriram Notice - 04th May, 2015
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  • Final Errata Shriram Notice
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  • Postal Ballot Form
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  • Postal Ballot Report - 31st Oct, 2014
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  • Postal Ballot - Scrutinizer's Report
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  • Postal Ballot Notice - 26th Sep, 2014
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  • Postal Ballot Form - 26th Sep, 2014
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  • Postal Ballot - Corrigendum
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MOA-AOA

  • Memorandum and Articles of association of Shriram EPC Limited (As amended at the Deemed General Meeting held on 04-05-2017).
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  • Memorandum and Articles of association of Shriram EPC Limited (As amended at the Deemed General Meeting held on 26-08-2016).
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Results Publications

Key Managerial Personnel

  • Designated Employees Including Key Managerial Personnel
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Code of Conduct

    The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, was amended on 22nd February, 2002 (hereinafter referred to as the 'Regulations') in terms of which the Company is required, inter alia, to frame a Code of Conduct for prevention of insider trading by employees of the Company, including the Directors, in relation to the securities of the Company. 'Securities' for the purpose of this Code shall include shares of the Company and related stock market derivatives.

    In line with the said Regulations, the Company adopted Code of Conduct (hereinafter referred to as the 'Code') during the year 2002/03 prohibiting employees from dealing in shares of the company without obtaining the permission of Director & Secretary. The company has been receiving requests from employees for purchase of shares fixing a threshold limit. Now, for the purpose of internal regulations and for prevention of Insider Trading in shares it is proposed to introduce the modified new set of Code of Conduct for the "Designated Employees" of the Company which shall read as follows:

    PROHIBITION TO BUY / SELL SECURITIES OF THE COMPANY BY EMPLOYEES, INCLUDING DIRECTORS

    Employees, including Directors, when in possession of any unpublished price sensitive information, as defined in the Regulations, pertaining to the Company, shall not:

    Buy/Sell securities of the Company, either on their own behalf or on behalf of any other person.

    Communicate, counsel or procure any unpublished price sensitive information to/from any person.

    RESTRICTION TO BUY/SELL SECURITIES BY DESIGNATED EMPLOYEES

    The Designated Employees shall cover the following:
    • Directors, Executive and Non-Executive
    • Managers at all Levels or its equivalent
    • Employees in Finance and Secretarial functions located at the Factory/Corporate Headquarters; and
    • Statutory Auditors of the Company
    Designated Employees shall not buy/sell securities of the Company during Closure of the 'Trading Window', i.e. the period during which trading in the securities of the Company is prohibited.

    Trading Window shall be closed during the following periods:
    a. Declaration of periodical financial results of the Company.

    b. From the date of circulation of the agenda for the meeting of the Board of Directors, in which any material, price sensitive and unpublished event, including the following, are proposed. The closure of the Trading Window for these events will be advised by the Compliance Officer appointed by the Board of Directors for the purpose of this Code:
    • Proposal in respect of issue of securities by way of public/rights/bonus etc
    • Proposal in respect of significant expansion plans or execution of new large projects
    • Proposal in respect of amalgamation, mergers, takeovers
    • Proposal in respect of disposal of whole or substantially the whole of the undertaking
    The Trading Window shall open 48 hours after close of the Board meeting at which decisions in respect of the above events are taken.

    Designated Employees shall require prior clearance for purchase and sale of securities of the Company, exceeding 1000 shares in a financial year (either in one transaction or in a series of transactions). Such prior clearance shall be required from the Committee constituted by the Board. Purchase / sale of securities by the Committee members beyond the aforesaid limits shall require prior clearance from the Chairman. Purchase/sale transactions, for which prior clearance has been obtained by Designated Employees, shall be executed within seven days of such clearance.

    Designated Employees shall hold the securities of the Company for a minimum period of 30 days from the date of purchase ('Minimum Holding Period'). In case of personal emergency, the prior approval of the Compliance Officer shall be taken for relaxation in the Minimum Holding Period. In respect of the Compliance Officer, such relaxation shall require prior approval of the Chairman.

    DISCLOSURES

    Designated Employees shall make the following disclosures of shares and other securities held in the Company by them and their dependant family members, to the Compliance Officer:
    • Fresh disclosure of number of shares and other securities held as on February 14th, 2008. This disclosure shall be made by 14th March, 2008.
    • Annual disclosure of number of shares and other securities held as on 31st March, including details of purchase / sale of shares and other securities during the financial year. This disclosure shall be made within 30 days from the close of each financial year.
    • Changes in shareholding, when such change exceeds 1000 shares. This disclosure shall be made within 4 working days of such change
    • Disclosure shall also be made of the number of shares and other securities held, upon becoming a Designated Employee, at any point of time. This disclosure shall be made within 4 working days of becoming a Designated Employee.
    Dependant family members' for this purpose means dependant parents, dependant children, dependant spouse and any other person(s) dependant on the Designated Employee.

    PENALTIES FOR CONTRAVENTION

    Violation of this Code will invite severe disciplinary action. Such disciplinary action will be irrespective of action that may be taken by SEBI under the Regulations.

    GENERAL A copy of the Regulations is enclosed. Employees are advised to peruse the Regulations carefully and acquaint themselves with all the provisions contained therein. The Compliance Officer will be available for clarification / assistance that may be necessary

    Shriram EPC Limited (INSIDER TRADING) MODIFIED REGULATIONS, 2008.

    I. Short title and commencement:-
    • These rules may be called Shriram EPC Limited (Insider Trading) Rules, 2008.
    • These rules are applicable to "Designated Employees" and their Dependent Relatives.
    • These Rules shall come into force in the Company w.e.f 14.2.2008
    II. Defnitions:- In these rules, unless the context otherwise provide:-

    "Act" means the Securities and Exchange Board of India Act, 1992.

    "Board" means the Board of Directors of SHRIRAM EPC Limited.

    "Rules" means the SHRIRAM EPC LIMITED (INSIDER TRADING) RULES, 2008.

    "Committee" means the member constituted by the Board.

    "Company" means Shriram EPC Limited.

    "Compliance Officer" means the Company Secretary or such other person who may be appointed by the Board of Directors as the Compliance Officer.

    "Designated Employees" means All Directors, Managers at all levels, all employees in Finance and Secretarial Department, located at Factory / Corporate Headquarters, Statutory Auditors and any other employees and their dependent relatives who are privy to any price sensitive information.

    "Dependents" means Spouse, dependent parents, dependent Children, dependent in-laws, and any other person dependent on the Designated employee.

    "Dealing in Shares" means an act of subscribing, buying, selling or agreeing to buy, sell or deal in any shares of the Company by any person either as principal or agents.

    "Insider" means a Designated Employee who is or was connected with the Company or is deemed to have been connected with the Company, and who is reasonably expected to have access to unpublished price sensitive information of the Company, or who has received or has had access to unpublished price sensitive information.

    "Officer of a company" means any person as defined in clause (30) of section 2 of the Companies Act, 1956 (1 of 1956) including an auditor of the company

    "Price Sensitive Information" means any information, which related directly or indirectly to the Company and if published, is likely to materially affect the price of shares of the Company and includes but shall not be restricted to:-
    • Periodical Financial results of the Company
    • Intended declaration of dividends (both interim and final)
    • Issues of Shares or buy back of Shares
    • Any major expansion plans or execution of new projects
    • Amalgamation, mergers and takeovers
    • Disposal of whole or substantially the whole of the undertaking.
    • Any significant change in policies, plans or operations of the Company.
    "Relative" means and includes spouse, parents, grand parents, children, brothers, sisters, aunts, uncles, nephews and in-laws.

    "Published Information" means any information officially published by the Company or its authorised officers and including those information sent to the Stock Exchanges.

    "Trading Window" means a period to be specified by the Company in which trading of securities can be done by the Designated Employee.

    "Unpublished Information" means any information, which is not officially published by the Company or its agent and is not specific in nature. However speculative reports in print or electronic media by an analyst or reporter or by means of rumour shall not be considered as published information.

    "Official Communication" means any communication made by an authorised person on behalf of the Company and must be recorded in writing.

    III. Code of Conduct on matters relating to insider trading

    No insider shall:-
    • Either on his own behalf or on behalf of any other person, deal in securities of the company on the basis of any unpublished price sensitive information which has not yet been officially communicated to the public or the Stock Exchanges.
    • Communicate any unpublished price sensitive information to any person, with or without his request for such information, except as required in the ordinary course of business or under any law, or
    • Counsel or procure any other person to deal in shares of the Company on the basis of unpublished price sensitive information
    IV. Rules and Procedures for ‘Designated Employees’ their Dependent Relatives to Invest in Company’s Shares.

    No designated employee, his dependent relatives shall invest in the Company’s shares beyond the threshold limit of 1000 shares (prescribed at present) unless:-
    • He/she takes prior approval of the Committee giving his name, estimated number of shares he / she intends to purchase or sell and details of Depository Participant.
    • He/she files an undertaking stating that:
      1. He/she does not have access to or has not received price sensitive information up to the time of signing the undertaking.
      2. In the event of receiving any price sensitive information after signing the undertaking but before execution of the transaction, he / she will inform the Compliance Officer of the change and will refrain from dealing in the shares of the Company till such information is made public.
      3. He/she has not contravened the code of conduct for prevention of Insider Trading.
      4. He/she has made a full and true disclosure in the matter.
    • The Designated Employee must execute the order for purchase / sale of shares within one week of getting approval from the Compliance Officer otherwise fresh approval will be required.
    • All Designated Employees must hold their shares for at least 30 days if the shares are to be considered to have been made for investment purposes, otherwise there will be a strong presumption that the shares were purchased on price sensitive information. This Rule is also applicable to IPOs (Initial Public Offering).
    • In case of sale necessitated by personal emergency, holding period of 30 days can be waived by the Compliance Officer, for reasons to be recorded in writing.
    V. Permanent Records and Updating thereof on continuous basis.
    • Each Designated Person will file a declaration with the Compliance Officer providing the names of Dependents within the meaning of the rule along with his / their shareholding as on 14.02.08.
    • On an on-going basis each Designated person shall update the above information as on 31st March every year.

Criteria For Board Nominations

Code For Independent Directors

    (Section 149(8) of the Companies Act 2013)

    Duties

    The independent directors 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. acting within his authority, assist in protecting the legitimate interests of the company, shareholders and its employees;
    13. not to 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.

Corporate Governance