We have defined a quality system that includes standards, processes, software quality matrices and audit.
Melstar, an ISO 9001:2008 certified company aims at protecting customer interest by emphasizing that only through quality processes can produce a quality product.
- Code of Practice and Procedure
- Companies policy on related party transactions
- Corporate Social Responsibility
- Policy on Material Subsidiary
- Prevention of Sexual Harassment Policy
- Remuneration Policy
- Risk Management Policy
- Whistler Blower Policy
- Code of Conduct for Directors
- Code of Conduct for Senior Managers
- Familiarisation Programme for Independent Directors
- Independent Director Appointment Letter
- Policy on criteria for determining materiality of events
- Policy on Preservation of Document
COMPANY’S POLICY ON RELATED PARTY TRANSACTIONS
- The Company shall enter into transactions with related parties only if such transactions are:
- in the Ordinary Course of business and on arms length basis.
- duly approved by the audit committee.
- In cases where the transactions are material in value in terms of Clause VII of the Listing Agreement, the Company shall enter into transactions with related parties only if such transactions are duly approved by the shareholders by a Special Resolution.
- In cases where the transactions are not in the ordinary course of the Company’s business, the Company shall enter into transactions with related parties only if such transactions are duly approved by the Board of Directors in a meeting and pre approved by the shareholders by a Special Resolution.
For the above purpose, transactions with related parties shall be identified based on the definition of Related Party Transactions as given in section 2(76) of the Companies Act, 2013 read with Rule 3 of the Companies (Specification of definitions details) Rules, 2014 and also as given in Clause VII of the Listing Agreement.
In determining whether the transaction is “material” or not, regard shall be had to the requirements of Clause VII of the Listing Agreement. The Audit Committee shall formulate and adopt adequate rules and shall assign responsibilities to the senior executives of the Company so as to ensure compliance with this Policy.
CORPORATE SOCIAL RESPONSIBILITY POLICY
Corporate Social Responsibility (CSR) is linked to sustainability. Such decisions are mainly based on the social and environmental consequences. It is the Company’s intent to make a positive difference to society.
The Company supports various bodies in carrying out activities in the areas of rural development, education, health care, general semantics etc.CSR Objectives To attain its
in a professional manner and integrated manner, the main objectives are:
1. To promote, carry out, support activities relating to: Education and Training including in Science and Technology, Humanities etc; Healthcare; Welfare of Children, Women, Senior Citizens, and Differently Abled Persons; Employment enhancing Vocational skills; Sanitation; Water management; Agriculture; Horticulture; promotion of Culture; Art & Craft; Conservation of Natural Resources; Promotion and development of traditional Arts & Handicrafts; Employment Generation; Environment Sustainability; Science & Technology; Rural Development; Animal Welfare; welfare and development measures towards reducing inequalities faced by Socially and Economically Backward groups; and such activities may include establishing, supporting and / or granting aid to institutions engaged in any of the activities referred to above.
2. To conduct and support studies & research; publish and support literature, publications & promotion material; conduct and support discussions, lectures, workshops & Seminar in any of the areas covered above.
3. To promote, carry out, support any activities covered in Schedule VII to the Companies Act, 2013, as amended from time to time.
Projects or Programs
Various activities may be undertaken on the basis of objectives as set out herein as projects or programs.
Such projects or programs may be undertaken through a registered trust or registered society or a company established by the Company or by its holding or subsidiary Company or associate company or through such agencies with established track record of at least three financial years.
The Committee shall be empowered to select programs in line with the objectives of the CSR Policy.
The Company proposes to spend 2% of the Net profit on Corporate Social Responsibility (CSR). Net Profit shall be calculated as per the provisions of Companies Act, 2013 or such other legislation as may be applicable from time to time.
CSR expenditure shall include all expenditure including contribution to corpus for projects or programs relating to CSR activities approved by the Board on the recommendation of its CSR Committee.
Surplus arising out of CSR activities
Any surpluses arising out of CSR projects or programmes or activities shall not form part of the business profits of the Company.
Considering the accelerated social benefit that will be derived if the Company focuses its activities in one geographical area /location, the Company proposes to undertake most of its Corporate social responsibility initiatives in Maharashtra. This will not just exploit the benefits of synergy, it will also exploit the extensive groundwork and momentum of CSR activities in the Maharashtra State.
The CSR Committee shall institute a transparent monitoring mechanism for implementation of the Corporate Social Responsibility projects or programs or activities undertaken by the Company and significantly higher engagement for the community
POLICY ON MATERIAL SUBSIDIARY
The Board of Directors (the Board) of MELSTAR INFORMATION TECHNOLOGIES LIMITED (The Company) has adopted the following policy and procedure with regard to determination of Material Subsidiaries as defined below.
This Policy will be applicable to the Company as per the requirement of clause 49(V) (D) of the Listing Agreement with the Bombay Stock Exchange Limited and National Stock Exchange
The Objective is to define the Material Subsidiary of the Company and to provide good corporate governance framework for such Subsidiary.
MEANING OF MATERIAL SUBSIDIARY
- Subsidiary shall be Material Subsidiary, if any of the following conditions are satisfied:
- In which the investment of the Company exceeds 20% of its consolidated net worth as per the audited balance sheet of the previous year,
- Which has generated 20% of the consolidated income of the Company during the previous financial year
DISPOSAL OF MATERIAL SUBSIDIARY
The Company, without the prior approval of the Members of the Company by special resolution or a resolution with majority as may be prescribed under Clause 49 of the Listing Agreement with the Stock Exchange, shall NOT:
- Dispose shares in the Material Subsidiary that reduces its shareholding (either on its own or together with other subsidiaries ) to less than 50%; or
- Ceases the exercise of control over the Material Subsidiary; or
- Sell, dispose of or lease the assets amounting to more than 20% of the assets of the Material Subsidiary on an aggregate basis during an accounting year;
Except in cases where such divestment, sale, disposal, lease as the case may be is made under a scheme of arrangement duly approved by the Court/Tribunal.
The Material Subsidiary Policy shall be disclosed on the Company’s website and web link thereto shall be provided in the Annual Report.
The Board may review and amend this policy from time to time as per the applicable law.
PREVENTION OF SEXUAL HARASSMENT POLICY
To reinforce our position as an equal opportunity employer and in the light of the increasing gender diversity in the Melstar Information Technologies Limited and its subsidiary, it has been felt necessary to articulate our commitment to provide a workplace free of sexual harassment.
This also complies with the new Act, The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and Supreme Court directive to employers to have such a policy supported by appropriate grievance Redressal mechanism.
Enclosed, please find the Melstar Information Technologies Limited and its subsidiary policy statement on prevention of sexual harassment at the workplace. This document also details the mechanism to address any complaints that may be received in this context.
Policy to Prevent Sexual Harassment at the Workplace
Melstar Information Technologies Limited and its subsidiary are committed to providing a work environment that is professional and mature, free from animosity and one that reinforces our value of integrity that includes respect for the individual.
2. Our Policy:
- Melstar Information Technologies Limited and its subsidiary is an equal opportunity employer.
- All employees are expected to create and maintain a work environment that is respectful of all persons in it.
- Melstar Information Technologies Limited and its subsidiary are committed to providing a workplace that is free of sexual harassment and where all employees are treated with dignity.
- Any employee can complain about sexual harassment as per the guidelines laid down in this policy. All complaints will be treated fairly, seriously, with speed and empathy and in confidence
3. Objective: The Objective of this policy is:
- To define Sexual Harassmen
- To provide for an effective complaint Redressal mechanism if there is an occurrence of sexual harassment
This policy is applicable to all employees, irrespective of their level, across all offices of the Melstar Information Technologies Limited and its subsidiary
i. “Employee” - For the purpose of this policy, the term “employee” means any person on the rolls of any of the Melstar Information Technologies Limited and its subsidiary; and this would also include persons who are temporary or part time or honorary employees, by whatever name called and would include persons engaged on a casual basis or for project based assignments and/or persons who are engaged through any third-party service providers. This broad definition of ‘Employee’ used for the purpose of this policy cannot be used to claim rights of an employee conferred by any policy cannot be used to claim rights of an employee conferred by any other law of the land. ii. “Sexual Harassment” –
The definition of “Sexual Harassment” shall include but not be restricted to the following. Sexual Harassment is such unwelcome sexually motivated behavior (whether directly or by implication) as:
- Physical contact and advances
- A demand or request for sexual favors
- Sexually coloured remarks
- Showing pornography, writing sexually loaded letters/emails/SMSs/MMS, etc
- And/or any other unwelcome physical, verbal or non-verbal conduct of sexual nature
1. Where the victim has reasonable grounds to believe that his/her objection to such unwelcome behaviour would disadvantage him/her in connection with his/her work including recruitment/ employment or allotment of work, promotion or evaluation of his/her engagement in any Company activity.
2. Where any such act(s) create an intimidating/hostile/offensive work environment and/or affect the person’s work performance.
3. Where any other adverse or hostile consequences might occur if the victim does not consent to the conduct in question or raise any objection thereto. iii. “Complaints Committee”:
A Committee formed under this policy to investigate complaints of sexual harassment referred to it and make appropriate recommendations to the relevant management team.
Complaints Committee: This is a forum of at least 2 persons that will investigate complaints of alleged sexual harassment and make recommendations to the Board of Directors / Management. Complaints Committee will be formed. This committee will receive and investigate into the complaints of sexual harassment and will submit its’ recommendations to the Management Team Constitution of the sexual harassment complaints committee: A woman shall head the Complaints Committee and at least half of its members shall consist of women. Further, to prevent the possibility of any undue pressure or influence from any quarter, such Complaints Committee may want to involve a third party, any external member who is well respected in the community and is knowledgeable on the subject of sexual harassment.
6. Complaint Mechanism:
Any employee may lodge a complaint of sexual harassment against any other employee to the chairperson or to any member of the complaints committee with intimation to the HR Department. All complaints will have to be sent in writing and will be dealt with in strict confidence by the committee members. The complaints should be sent at the earliest, but preferably within 30 days from the date of occurrence of the alleged incident. The Chairperson of the committee shall, within 7 working days of the receipt of such a complaint, personally meet or designate a member of the complaints committee to meet the employee who has made the complaint and record the statements made at such meeting. During this meeting the employee is also expected to present any corroborative material/evidence to substantiate the complaint. After the meeting with the complainant, and on satisfaction of the existence of a prima facie case of Sexual Harassment, the chairperson shall call for a committee meeting within the next 7 working days. During this meeting of the complaints committee, the person accused of the harassment will be called. The complaints committee will communicate the complaint to the person accused where he/she will be given an opportunity to give his/her views of the situation. After having heard both the parties, the complaints committee shall thoroughly investigate (meet the complainant, enquire into evidence provided, meet the witnesses, consult with experts etc.) the complaint and make a report of its findings within the next two weeks. This report will be submitted to the relevant Management Team. In case the complaint of sexual harassment is proven to be true, the accused person will be subject to strict disciplinary action, up to and including termination of employment. In case the complaint registered is found to be frivolous or false or was made with a mischievous intention, the complainant will be liable to face strict disciplinary action up to and including termination of employment. Any employee who is a part of the investigations shall not be victimised or subject to any unfavourable treatment. The victims of sexual harassment will have the option to seek his/her own transfer.
Nothing in these guidelines should be taken in any way as a limitation on the powers of the Management to decide what disciplinary action(s) is appropriate under given circumstances. Appeal procedure: If the victim of sexual harassment feels unsatisfied with the outcome of his/her complaint to the Complaints Committee as the case may be, he/she may appeal to the Management. The Management after hearing the appeal shall review the case and present their recommendations to the Board of Directors for their action. Criminal Proceedings: Where such conduct amounts to a specific offence under the Indian Penal Code or under any other law, Melstar Information Technologies Limited and its subsidiary shall support the victim in initiating appropriate action in accordance with law.
7. Employee Education:
- All employees will be made aware of this policy by circulating this policy and ensuring that they have read the same by getting their signoff.
- A copy of this policy will be given to all new employees on joining.
This policy will be implemented across the group with immediate effect.
I, MR./MS. ____________________________________________, AS A EMPLOYEE OF THE MELSTAR INFORMATION TECHNOLOGIES LIMITED AND ITS SUBSIDIARY, HAVE READ AND UNDERSTOOD THE GROUP’S POLICY TO ADDRESS SEXUAL HARASSMENT. I HEREBY COMMIT TO ABIDE BY THIS DOCUMENT IN LETTER AND SPIRIT, A COPY OF WHICH HAS BEEN MADE AVAILABLE TO ME.
(NAME & SIGNATURE)
The remuneration policy provides a framework for remuneration paid to the members of the Board of Directors ("Board") and for Key Managerial Personnel ("KMP") and the Management Personnel ("MP") of the Company (collectively referred to as "Executives"). The expression KMP shall have the same meaning as defined under the Companies Act, 2013; ''management personnel'' means personnel of the company excluding Board of Directors comprising such levels of managerial personnel as may be decided from time to time. This Policy has been framed by the Nomination and Remuneration Committee of the Board of Directors and based on its recommendation, approved by the board of directors of the Company.
“Board” means Board of Directors of the Company.
“Company” means “Melstar Information Technologies Limited.”
“Employees’ Stock Option” means the option given to the directors, officers or employees of a company or of its holding company or subsidiary company or companies, if any, which gives such directors, officers or employees, the benefit or right to purchase, or to subscribe for, the shares of the company at a future date at a pre-determined price.
“Independent Director” means a director referred to in Section 149 (6) of the Companies Act, 2013.
“Key Managerial Personnel” (KMP) means
The Managing Director / Chief Executive Officer / Manager of the Company.
Chief Financial Officer and
Such other officer as may be prescribed.
“Nomination and Remuneration Committee” shall mean a Committee of Board of Directors of the Company, constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and the Listing Agreement. “
Policy or This Policy” means, “Nomination and Remuneration Policy.”
“Senior Management” means personnel of the Company who are members of its core management team excluding Board of Directors. This would include all members of management one level below the executive directors, including all the functional heads.
The Policy ensures 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
- Relationship of remuneration to performance is clear and meets appropriate performance benchmarks and
- Remuneration to Directors, Key Managerial Personnel 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.
The role of the Committee inter alia will be the following:
- To formulate a 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 every 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.
- Ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meets appropriate performance benchmarks.
- To devise a policy on Board diversity.
- 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
Proceedings of all meetings must be minuted and signed by the Chairman of the said meeting or the Chairman of the next succeeding meeting. Minutes of the Committee meeting will be tabled at the subsequent Board and Committee meeting
Deviations on elements of this policy in extraordinary circumstances, when deemed necessary in the interests of the Company, will be made if there are specific reasons to do so in an individual case.
RISK MANAGEMENT POLICY
1. RISK MANAGEMENT POLICY OVERVIEW
The company is committed to effectively managing operational, financial and other risk in the context of business strategies and with a view to achieving a balance between acceptable levels of risk and reward. The risk management is of concern to all levels of the business and requires a risk management policy and process involving all personnel, with reporting structures to the Board.
2. RISK MANAGEMENT SYSTEM OVERVIEW:
The company’s risk management system (“the Policy”) focuses on:
- identifying risk;
- analyzing risk;
- evaluating risk; and
- managing risk.
Identifying, Analyzing and Evaluating the Risk
Each unit is responsible for identifying and documenting the risks to that business. The risks to the business, including its causes, are identified and documented.
Each risk is analyzed in terms of likelihood and consequence and the adequacy of existing controls. These criteria are used to determine the level of risk, ranging from ‘low’ to ‘extreme’, and to aid in identifying the order of priority in which risks and their associated mitigating actions should be addressed by the businesses.
Managing the Risk
The Board oversees reviews and monitors the risk register half yearly, or in the case of escalated and high priority risks, quarterly.
3. ROLES AND RESPONSIBILITIES
The Board is responsible for overall oversight of risk management of the company and reviews the risk register half yearly, or as required on escalation of high priority risks.
Risk Management Process
The company risk assessment methodology relies on the principle that those employees who have a very good knowledge of their respective areas of the business are in the best position to provide the necessary information and assessments of risks. As each risk is identified, information is passed regarding this risk throughout the identification, analysis, evaluation and treatment steps in relation to that risk.
Analyzing and Evaluating Risks
Each risk is analyzed to identify the consequence and likelihood of the risk occurring and the adequacy of existing controls. These measures are used to establish the priority and ranking of the risk, which in turn indicates the priority for risk treatment actions.
Once the risks have been identified and assessed, risk treatment measures and actions are identified. Risk treatment activities may include tasks to:
- reduce the likelihood of risks;
- reduce the consequence of risks;
- reduce both the likelihood and consequence of risk;
- transfer the risk in part or in whole;
- accept the risk and do nothing; and/or
- avoid the risk by changing business practices
The risk profile of every business area is dynamic and therefore subject to continuous change with the ever present chance of a risk occurring. To manage this change, the following process of scheduled maintenance has been adopted:
- The risk management process is reviewed by the Board for efficiency and effectiveness.
- The risk contexts for each business unit are reviewed.
WHISTLE BLOWER POLICY
With a view to maintain the high standards of transparency in Corporate Governance and also to comply with the Stock Exchange Listing requirements and SEBI Circulars, as amended from time to time, the following Policy is formulated to enable the Directors and employees of MELSTAR INFORMATION TECHNOLOGIES LIMITED (hereinafter called “the Company”) to have direct access to the Managing Director or the Chairman of the Audit Committee.
1. This Policy shall be effective from 15.05.2015
2. The Company shall communicate to all Directors and employees through internal circular, the details of the Whistle Blower Policy.
3. Any Director or employee of the Company who observes any unethical or improper practice (not necessarily a violation of Law) or any deviation from the Code of Conduct of the Company shall be free to approach the Managing Director or the Chairman of the Audit Committee of the Company.
4. The Director or employee need not inform his/her immediate superior while approaching the Managing Director or the Chairman of the Audit Committee.
5. The Director or employee should make his/her observation in the form of a letter duly signed by him/her addressed to the Managing Director or the Chairman of the Audit Committee, at his/her choice either at the Company’s registered office address or their residence address. The Managing Director or the Chairman of the Audit Committee may not entertain any anonymous letters.
6. The observations of a Director or an employee should be brief, concise and to the point.
7. The Managing Director or the Chairman of the Audit Committee shall consider all the Letters of observation received from Director or employee at the earliest.
8. Any Director or employee communicating his/her observations to the Managing Director or the Chairman of the Audit Committee may be summoned by the Managing Director or the Chairman of the Audit Committee to be personally present to provide clarification / further information to the Managing Director or the Chairman of the Audit Committee if and when required.
9. After considering the written/ oral submission of the Director or employee, the Managing Director or the Chairman of the Audit Committee shall communicate the decision to the said Director or employee, which shall be recorded in a separate Minutes Book to be maintained by the Company Secretary.
10. The Company shall not deny any Director or employee access to the Managing Director or the Chairman of the Audit Committee and shall provide protection to such Director or employee from unfair termination and other unfair or prejudicial employment practices.