Business Responsibility Policy

1. BACKGROUND, SCOPE, PURPOSE AND EFFECTIVE DATE

The Securities Exchange Board of India (SEBI) on 2nd September, 2015 has notified the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) effective from 1st December, 2015.

On 22nd December, 2015, SEBI notified SEBI (Listing Obligations and Disclosure Requirements) (Amendments) Regulations, 2015 to be effective from 1st April, 2016. Vide this notification, SEBI amended Regulation 34 of the Listing Regulations, thereby requiring top five hundred listed companies (based on market capitalization of every financial year) to include Business Responsibility Report as a part of its Annual Report.

Amber Enterprises India Limited (the “Company”) being one of the top five hundred listed companies as per the criteria mentioned above, has approved and adopted this Business Responsibility Policy (the “Policy”) at its meeting held on 8 February 2019, being the effective date of the Policy.

This Policy is based on principles laid down in the National Voluntary Guidelines on Social, Environmental and Economic responsibilities of a Business published by the Ministry of Corporate Affairs, towards conducting business by a company.

The key objective of this Policy is to ensure a unified and common approach to the dimensions of Business Responsibility across the Company and act as a strategic driver that will help the Company to respond to the complexities and challenges that keep emerging and be abreast with changes in regulations.

The Policy is applicable to all Directors and Employees of the Company.

2. DEFINITIONS:

“Board” shall mean Board of Directors of the Company.
“Companies Act” shall mean the Companies Act, 2013 and Rules thereunder, notified by the Ministry of Corporate Affairs, Government of India, as amended.
“Listed Entity / Company” shall mean Amber Enterprises India Limited.
“Policy” means Business Responsibility Policy.
“Regulations” shall mean the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as notified by the SEBI, as amended, from time to time.
Stock Exchange” shall mean a recognized Stock Exchange as defined under clause (f) of Section 2 of the Securities Contracts (regulation) Act, 1956.

3. IMPLEMENTATION OF THE POLICY

The Chairman and Chief Executive Officer of the Company shall be responsible for the implementation of the Policy. The Chairman and Chief Executive Officer may take support of such functional heads and internal and external experts, which he may deem fit, for the effective implementation of the Policy.

1. 4. POLICY
  Company believes that the business excellence can be achieved only by doing business on sound sustainability principles that address the dimension of good governance as well as environmental and social responsibility. Company’s Business practices would therefore be governed by the following guiding principles.
  Principle 1: Ethics, Transparency and Accountability
  1. The Company should develop governance structures, procedures and practices that ensure ethical conduct at all levels; and promote the adoption of this principle across its value.
  2. The Company should communicate transparently and assure access to information about their decisions that impact relevant stakeholders.
  3. The Company should not engage in practices that are abusive, corrupt, or anti-competition.
  4. The Company should truthfully discharge their responsibility on financial and other mandatory.
  5. The Company should report on the status of their adoption of these Guidelines as suggested in the reporting framework in this.
  6. The Company should avoid complicity with the actions of any third party that violates any of the principles contained in these Guidelines.
  Principle 2: Product Life Cycle Sustainability
  1. The Company shall ensure that its products and services comply with all applicable statutes and regulations;
  2. The Company should ensure that the manufacturing processes and technologies required to produce it are resource efficient and sustainable.
  3. The Company should regularly review its strategies, incorporating social, ethical, and environmental considerations.
  4. The Company should recognize and respect the rights of people who may be owners of traditional knowledge.
  5. The Company should recognize that over-consumption results in unsustainable exploitation of our planet’s resources, and should therefore promote sustainable consumption, including recycling of resources.
  6. The Company shall work towards sourcing significant raw materials, products and services in a manner so as to continuously improve the balance between social, economic and environmental impacts.
  Principle 3: Employee Wellbeing
  1. The Company should respect the right to freedom of association, participation, collective bargaining, and provide access to appropriate grievance Redressal mechanisms.
  2. The Company should provide and maintain equal opportunities at the time of recruitment as well as during the course of employment irrespective of caste, creed, gender, race, religion, disability or sexual orientation.
  3. The Company should not use child labour, forced labour or any form of involuntary labour, paid or unpaid.
  4. The Company should take cognizance of the work-life balance of its employees, especially that of women.
  5. The Company should provide facilities for the wellbeing of its employees including those with special needs.
  6. The Company should ensure timely payment of fair living wages to meet basic needs and economic security of the employees.
  7. The Company should provide a workplace environment that is safe, hygienic humane, and which upholds the dignity of the employees. The Company should communicate this provision to their employees and train them on a regular basis.
  8. The Company should ensure continuous skill and competence upgrading of all employees by providing access to necessary learning opportunities, on an equal and non-discriminatory basis.
  9. The Company should promote employee morale and career development through enlightened human resource interventions.
  10. The Company should create systems and practices to ensure a harassment free workplace where employees feel safe and secure in discharging their responsibilities.
  Principle 4: Stakeholders Engagement
  1. The Company shall understand the concerns of its stakeholders, define its purpose and scope of engagement, and commit to engaging with them.
  2. The Company should acknowledge, assume responsibility and be transparent about the impact of their policies, decisions, product & services and associated operations on the stakeholders.
  3. The Company should give special attention to stakeholders in areas that are underdeveloped.
  4. The Company should resolve differences with stakeholders in just, fair and equitable manner.
  Principle 5: Human Rights
  1. The Company shall integrate respect for human rights in management systems, in particular through assessing and managing human rights impacts of operations and ensuring all individuals impacted by the business have access to grievance mechanisms.
  2. The Company should appreciate that human rights are inherent, universal, indivisible and interdependent in nature.
  3. The Company should integrate respect for human rights in management systems, in particular through assessing and managing human rights impacts of operations and ensuring all individuals impacted by the business have access to grievance mechanisms.
  4. The Company should recognize and respect the human rights of all relevant stakeholders and groups within and beyond the workplace, including that of communities, consumers and vulnerable and marginalized groups.
  5. The Company should, within their sphere of influence, promote the awareness and realization of human rights across their value chain.
  6. The Company shall encourage its business partners and third parties with whom it conducts business to abide by this policy.
  Principle 6: Environment
  1. The Company should utilize natural and manmade resources in an optimal and responsible manner and ensure the sustainability of resources by reducing, reusing, recycling and managing waste.
  2. The Company should take measures to check and prevent pollution. The Company should assess the environmental damage and bear the cost of pollution abatement with due regard to public interest.
  3. The Company should ensure that benefits arising out of access and commercialization of biological and other natural resources and associated traditional knowledge are shared equitably.
  4. The Company should continuously seek to improve their environmental performance by adopting cleaner production methods, promoting use of energy efficient and environment friendly technologies and use of renewable energy.
  5. The Company should develop plans and processes that help them in preventing, mitigating and controlling environmental damages and disasters, which may be caused due to their operations or that of a member of its value chain.
  6. The Company should report their environmental performance, including the assessment of potential environmental risks associated with their operations, to the stakeholders in a fair and transparent manner.
  7. The Company should proactively persuade and support its value chain to adopt this principle.
  Principle 7: Responsible Advocacy
  1. The Company shall work with industry organisations that are engaged in policy advocacy in a responsible manner;
  2. To the extent possible, Company should utilize the trade and industry chambers and associations and other such collective platforms to undertake such policy advocacy.
  Principle 8: Inclusive Growth
  1. The Company should innovate and invest in products, technologies and processes that promote the wellbeing of society.
  2. The Company should make efforts to complement and support the development priorities at local and national levels, and assure appropriate resettlement and rehabilitation of communities who have been displaced owing to their business operations.
  3. The Company should be sensitive to the local concerns while operating in regions that are underdeveloped.
  Principle 9: Consumer Value
  1. The Company, while serving the needs of their customers, should take into account the overall well-being of the customers and that of society.
  2. The Company should ensure that they do not restrict the freedom of choice and free competition in any manner.
  3. The Company should disclose all information truthfully and factually, through labelling and other means, including the risks to the individual, to society and to the planet from the use of the products, so that the customers can exercise their freedom to consume in a responsible manner. Where required, the Company should also educate their customers on the safe and responsible usage of their products and services.
  4. The Company should exercise due care and caution while providing goods and services that result in over exploitation of natural resources or lead to excessive conspicuous consumption.
  5. The Company should provide adequate grievance handling mechanisms to address customer/client concerns and feedback.
  5. DISCLOSURES
  The Business Responsibility Policy shall be disclosed in the Annual Report and on the website of the Company i.e. at www.ambergroupindia.com.
  POLICY REVIEW AND AMENDMENTS
  This Policy would be subject to modification in accordance with the guidelines / clarifications as may be issued from time to time by relevant statutory and regulatory authorities. The Board of the Company may modify, add, delete or amend any of the provisions of this Policy.

CHAPTER I : PRESERVATION OF DOCUMENT POLICY

1. LEGAL FRAMEWORK

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“SEBI Listing Regulations”) and Companies Act, 2013 imposed certain obligations and disclosure requirements on all listed entities, one of the common obligations for all listed entities pursuant to Regulation 9 being to formulate and put in place a policy for preservation of documents.

The Board of Directors of Amber Enterprises India Limited (“Company”) has formulated a policy for “Preservation of Documents” (“Policy”) to comply with the requirements of Regulation 9 of the SEBI Listing Regulations and the applicable provisions of Companies Act, 2013.

1. SCOPE

This policy is intended to establish guidelines for the maintenance, management and orderly temperament of corporate records/documents. The Company recognises that all the documents, whether in physical or electronic mode, form an important and integral part of the Company’s records. The preservation of documents is important in order to ensure immediate access to the records, its retrieval and authentication.

1. PURPOSE

The purpose of the policy is to facilitate the following:

1. 1. Identification of records that are to be maintained permanently or for any other shorter period of time.
  2. Deciding the mode of preservation of documents, whether in physical form or in electronic form.
  3. Retention of records for the periods required by applicable laws and regulations and for other business reasons for a period of time that will reasonably assure their availability when needed.
  4. Preservation of the confidentiality and security of records/data.
  5. Systematic and non-selective temperament of records not necessary for legal or business reasons.
2. DEFINITIONS
  1. “Act” means the Companies Act, 2013.
  2. “Applicable Law” means any law, rules, circulars, guidelines or regulations issued by the Securities and Exchange Board of India (SEBI) and Ministry of Corporate Affairs (MCA).
  3. “Board of Directors” or “Board” shall mean the Board of Directors of the Company, as constituted from time to time.
  4. “Books of Accounts” as defined in Section 2(13) of the Act.
  5. “Company” shall mean Amber Enterprises India Limited.
  6. “Documents” refers to papers, records, files, tapes, notes, agreements, notices, agenda, circulars, advertisements, declarations, forms, minutes, registers, correspondences challans, CDs, DVDs, electronic storage devices, audio/video recordings or any other record required under or in order to comply with the requirements of any Applicable Law, whether issued, sent, received or kept in pursuance of the Act or under any other law for the time being in force or otherwise, maintained on paper or in Electronic Form.
  7. “Electronic Form” means any electronic device such as servers, computer, laptop, compact disc, pen drive, space on electronic cloud or any other form of storage and retrieval device, considered feasible, whether the same is in possession or control of the Company or otherwise the Company has control over access to it.
  8. “Maintenance” means keeping documents, either physically or in Electronic Form.
  9. “Preservation” means to keep in good order and to prevent from being altered, damaged or destroyed.
  10. “SEBI Listing Regulations” shall mean the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.
  Any term, word and phrases not defined herein shall have the same meaning as defined in the Companies Act, 2013, Regulations or any other applicable law or regulation to the extent applicable to the Company.
  This policy sets the standards for managing, storing and preservation of documents of the Company broadly classified in the following two categories:
  1. The documents of a permanent nature (listed in Annexure – 1) shall be maintained and preserved permanently by the Company subject to the modifications, amendments, additions, deletions or any changes made therein from time to time:
    Provided that all such modifications, amendments, additions, deletions in the documents shall also be preserved permanently by the Company.
  2. The documents to be maintained and preserved for a specified time period after completion of the relevant transactions (listed in Annexure – 2) shall be preserved by the Company for the term not less than eight years after completion of the relevant transactions subject to the modifications, amendments, additions, deletions or any changes made therein from time to time:
    1. provided that all such modifications, amendments, additions or deletions in the documents shall also be preserved for a term not less than eight years, and;
    2. provided further that the Company shall keep the documents as specified above in an electronic mode.
3. AUTHORITY TO MAKE ALTERATION TO THE POLICY

The Board of Directors are authorized to make such alteration to this policy as considered appropriate, however, subject to the condition that such alteration shall be in accordance with applicable laws, including the provisions of the Companies Act, 2013, as amended (the “Companies Act”) and the SEBI Listing Regulations.

1. DESTRUCTION OF RECORDS

The records/ documents preserved shall be reviewed every year or according to the need of the respective departments and actions taken to destroy those records, which are due for disposal wherever required, approval of Board will be taken for disposal of certain documents.

The Company shall maintain a register of disposal of records in the custody of the Company Secretary and Compliance Officer of the Company, wherein the brief particulars of the records disposed of shall be entered.

The register of disposal of records shall contain the following columns:

1. 1. Item Number;
  2. Brief Particulars of the records disposed of;
  3. Date of approval for disposal of records;
  4. Date of disposal; and
  5. Mode of destruction

This register of disposal of records shall be maintained permanently by the Company with the assistance of the Company Secretary and Compliance Officer either in physical or electronic form.

1. SUSPENSION OF RECORDS DISPOSAL IN THE EVENT OF LITIGATION/CLAIMS

In the event the Company is served with any notice for documents from any statutory authority or any litigation is commenced by or against the Company, then the disposal of documents including e-mail, which is related to the matter of notice/litigation, etc. shall be suspended until such time the matter is settled or resolved or disposed off. The Company Secretary and Compliance Officer shall immediately inform all employees of the Company for suspension of further disposal of Documents.

1. MODE OF PRESERVATION

Records/documents may be preserved either physically or in electronic form. Electronic version(s) of all of records are to be maintained within the Company’s centralized electronic record software database, which is maintained by the IT Services Department.

1. POLICY REVIEW

This Policy is framed based on the requirements of Regulation 9 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Companies Act, 2013. The Board of Directors may subject to applicable laws amend/substitute any provision(s) with a new provision(s) or replace this Policy entirely with a new policy.

If any subsequent changes in the Companies Act or the SEBI Listing Regulations are inconsistent with any part of this Policy, the provisions of the Companies Act 2013 or the SEBI Listing Regulations, as the case may be, shall prevail over the Policy and the provisions in the Policy shall be modified to make it consistent with such applicable law.