Investors

Understand our business policies and guidelines.

Investors

Understand our business policies and guidelines.

Environment, Occupational Health & Safety Policy

We at Premium Transmission Private Limited, as a responsible manufacturing company and a market leader in mechanical power transmission products in India, pledge to hold ourselves accountable to the highest Environment, Occupational Health & Safety (EOHS) Standards in everything we do.
We are committed to the utmost protection of a sustainable environment including prevention of pollution and safeguarding the health and safety of our employees, customers, partners and the community by:
  • Ensuring that all our operations are carried to comply with laid down EOHS systems and practices, without compromise.
  • Designing and implementing operating standards that fulfill the highest level of EOHS efficiency.
  • Conducting our business in accordance with all applicable compliance obligations in context of the organization.
  • Continuously exploring new ways of operating and deploying resources to minimise their impact on our planet.
  • Training our employees, contractors and partners to perform and act in a safe and environmentally responsible manner at all times.
  • Demonstrating leadership commitment in letter and spirit.
  • Expressing the importance that the senior management team places on EOHS. The policy shall be widely disseminated so as to be a guiding principle to each member and associate of Premium Transmission in being safe and building a sustainable planet, fit for future generations to inherit.

Quality Policy

Quality
We at Premium Transmission are committed to ensure ‘Quality in everything’ we do by:
  • Keeping the customer first.

  • Having strong focus on the market.

  • Taking ownership of our actions.

  • Working as one team across functions & geographies.

  • Innovate for excellence.

  • Continually improving our products & services.

  • Having trust and respect for all.

Independent Directors Policy

The Company’s Board with an object to provide transparency in the management and operations of the Company and to secure democratization of the Board as also to ensure a reasonable degree of separation of ownership and management, engages persons of integrity and having expertise and great degree of experience in Business Management, as independent Directors. Thus, it is essential that the Company has a policy defining the criteria for judging the independence of ‘Independent Directors’ in line with the Companies Act 2013.

A director is independent if the Director meets the independence criteria as defined in this policy by the Company. An independent director should be free from management and any business or other relationship which interferes in the director’s objective and independent judgment or has potential to interfere in his / her judgment in the best interest of the Company.

An independent director in relation to a company, means a director other than a managing director or a whole‐time director or a nominee director who meets the following independence criteria -

  • The Director is a person of integrity and possesses relevant expertise and experience;
  • The Director is not or was not a promoter of the company or its holding, subsidiary or associate company;
  • The Director is not related to promoters or directors in the company, its holding, subsidiary or associate company;
  • The Director has no or had no pecuniary relationship with the company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;
  • The Director’s relatives has no or had no pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent. or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;
  • The Director or his/her relative;
    1. does not hold or has not held the position of a key managerial personnel or is not or has not been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he/she is proposed to be appointed;
    2. is not or has not been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he/she is proposed to be appointed, of—
      • a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or
      • any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten per cent or more of the gross turnover of such firm;
    3. does not hold either individually or together with his/her relatives two per cent. or more of the total voting power of the company; or
    4. is not a Chief Executive or director, by whatever name called, of any nonprofit organization that receives twenty‐five per cent. or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent. or more of the total voting power of the company;
  • is not a Chief Executive or director, by whatever name called, of any nonprofit organization that receives twenty‐five per cent. or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent. or more of the total voting power of the company;
  • Every independent director shall, at the first meeting of Board in which he/she participates as director and thereafter at the first meeting of the Board in every financial year or whenever there is change in circumstances which may affect his/her status as an independent director, give a declaration that he/she meets the criteria of independence.
  • An independent director will not be entitled to any stock options in the Company.

Role and functions

  • The independent Directors shall :

    1. Help in bringing an independent judgment to bear on the Board’s deliberations especially on issues of strategy, performance, risk management, resources, key appointments and standards of conduct;
    2. Scrutinize the performance of management in meeting agreed goals and objectives and monitor the reporting of performance;
    3. Satisfy themselves on the integrity of financial information and that financial controls and the systems of risk management are robust and defensible;
    4. Safeguard the interests of all stakeholders, particularly the minority shareholders;
    5. Balance the conflicting interest of the stakeholders;
    6. Moderate and arbitrate in the interest of the Company as a whole, in situations of conflict between management and shareholders interest.
    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 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.
    Disclosure

    The Board of Directors’ report shall contain a statement on declaration given by the independent Director with respect to his independence.

    Footnotes:

    Definition of Relatives

    Following relationships will be considered as relatives:

    1. Spouse
    2. Father (Including step‐father)
    3. Mother (Including step‐mother)
    4. Son (Including step‐son)
    5. Son’s wife
    6. Daughter
    7. Daughter’s Husband
    8. Brother (Including step‐brother)
    9. Sister (Including step‐sister)

CSR Policy

The Company operates in a live society. No business exists in a vacuum; nor can a business grow in isolation, and its activities have direct and indirect impact on the different elements of the Society. The Corporate Social Responsibility (“CSR”) is all about building sustainable business, which needs healthy economies, markets and communities. It is a commitment of business to contribute sustainable market development, working with employees, their families, the local community and society at large to improve quality of life, in ways that are both good for business and good for development. The CSR encompasses within itself wide range of issues relating to business conduct, from corporate governance and environmental protection, to issues of social inclusion, human rights and national economic development.

The major drivers of Corporate Social Responsibility are:

  • Concerns and expectations from citizens, consumers, public authorities and investors in the context of globalisation and large scale industrial change.
  • Social criteria are increasingly influencing the investment decisions of individuals and institutions both as consumers and investors.
  • Increased concern about the damage caused by economic activity to the environment; and
  • Transparency of business activities by the media and modern information and communication.

To attain its CSR objectives in a professional manner and integrated manner,the company shall:

  • Undertake proactive engagement with stakeholders to actively
  • Contribute to the socio‐economic development of the
  • Increased concern about the damage caused by economic activity to the environment; and
  • Transparency of business activities by the media and modern information and communication.
  • Periphery/Community in which it operates.
  • Using environment friendly and safe processes in production.
  • Create a positive footprint within the society by creating inclusive and enabling infrastructure/environment for livable communities.
  • Ensure environmental sustainability by adopting best ecological practices and encouraging conservation/judicious use of natural resources.
  • Work towards mainstreaming the marginalised segments of the society by striving towards providing equal opportunities and making meaningful difference in their lives.
  • Focus on educating the girl child and the underprivileged by providing appropriate infrastructure, and groom them a s future value creators
  • Assist in skill development by providing direction and technical expertise to the vulnerable thereby empowering them towards a dignified life.
  • Emphasize on providing basic nutrition/health care facilities with special focus on establishing health centers for the mother and child as well as the elderly.
  • Facilitate water conservation by reducing water consumption at the plants and taking up rain water harvesting projects.
  • CSR programmes will be undertaken by various work centres of PTPL to the best possible extent within the defined ambit of the projects to be undertaken by the Company under CSR activities.
  • The time period/duration over which a particular programme will be spread, will depend on its nature, extent of coverage and the intended impact of the programme.
  • Programmes which involve considerable financial commitment and are undertaken on a timeframe of 2‐5 years, will be considered as ‘flagship programmes’ and accorded enhanced significance.
  • By and large, it may be ensured that at least 60% of the CSR programmes are executed in and around the areas adjoining PTPL installations.
  • Initiatives of State Governments, District Administration, Local Administration as well as Central Government Departments Agencies, Self‐Help Groups, etc., would be dovetailed and synergized with the initiatives taken by PTL.

CSR programmes as may be identified by each workcentre / corporate office will be put up to the CSR Committee of the Board at the beginning of each financial year, providing complete details of the activities proposed to be undertaken, the amount allocated for each activity and the implementation schedule of the proposed activity.

Approved CSR activities may be carried out by the Company through;

  • Community based organizations whether formal or informal
  • Elected local bodies such as Panchayats
  • Voluntary Agencies (NGOs)
  • Institutes/Academic Organisations
  • Trusts, Missions
  • Self‐help Groups
  • Government, Semi‐Government and autonomous Organisations
  • Mahila Mandals/ Samitis
In case of programme execution by NGOs/Voluntary organizations the following minimum criteria should be ensured:
  • The NGO/Agency has a permanent office/address in India;
  • The NGO is a registered society under Societies’ Registration Act;
  • Possesses a valid Income‐tax Exemption Certificate;
  • Institutes/Academic Organisations
  • The antecedents of the NGO/Agency are verifiable/subject to confirmation.
  • Self‐help Groups
  • Once the programmes approved by the Sub Committee of the Board are communicated to the work centers, they will be required to enter into an agreement with each of the executing/implementing agency.
  • To ensure effective implementation of the CSR programmes undertaken at each work center, a monitoring mechanism will be put in place by the work center head. The progress of CSR programmes under implementation at work center will be reported to corporate office on a monthly basis.
  • Workcentres will also try to obtain feedback from beneficiaries about the programmes.
  • Appropriate documentation of the Company’s CSR Policy, annual CSR activities, executing partners, and expenditure entailed will be undertaken on a regular basis and the same will be available in the public domain.
  • An impact study may be conducted on a periodic basis, through independent professional third parties/professional institutions, especially on the strategic and high value programmes.
  • CSR initiatives of the Company will also be reported in the Annual Report of the Company.
The Company will approve an annual budget which shall be project driven, for undertaking various CSR activities. The Company will allocate 2% of the average net profit of the Company for the last three immediately preceding years.The expenditure on building CSR capabilities will be limited to 5% of the total CSR expenditure in one financial year.
Surplus arising out of the CSR activities shall not be considered as a part of the business profits.
This policy shall apply to all CSR initiatives and activities taken up at the various locations of the Company, for the benefit of different segments of the society, specifically the deprived, underprivileged and differently abled persons.

In case of any doubt with regard to any provision of the policy and also in respect of matters not covered herein, a reference to be made to CSR Committee. In all such matters, the interpretation & decision of the Chairman shall be final.

Any or all provisions of the CSR Policy would be subject to revision/amendment in accordance with the guidelines on the subject as may be issued from Government, from time to time. The Company reserves the right to modify, cancel, add, or amend any of these Rules.

The Company will share experiences and network with other organizations and engage with well‐established and recognized programmes /platforms which encourages responsible business and CSR practices. This would help widen the Company’s reach and leverage upon the collective expertise, wisdom and experience that these collaborative engagements bring to the table.

Legal Advisor