The document discusses various policies and mandates that companies are required to maintain under the Companies Act 2013, including CSR, RPT, whistleblower, risk management, and NRC policies. It provides an overview of the key requirements that must be included in each policy, such as specifying activities and budgets for CSR, defining related parties and approval processes for RPTs, protection for whistleblowers and processes for raising concerns, establishing risk management committees and processes, and outlining the roles and responsibilities of the NRC.

1. Companies Act 2013Companies Act, 2013
Policies & Mandates
Draft for discussion purposes
©2014 Deloitte Touche Tohmatsu India Private Ltd©2014 Deloitte Touche Tohmatsu India Private Ltd
p p
Private and Confidential
June 2014

2. Policies and MandatesPolicies and Mandates
©2014 Deloitte Touche Tohmatsu India Private Ltd©2014 Deloitte Touche Tohmatsu India Private Ltd2

3. Requirement – Policies & Mandates
In order to have an effective Corporate Governance, Ministry has
evolved requirement to maintain various policies & mandates underevolved requirement to maintain various policies & mandates under
the new Act.
CSR Policy Risk Management Policy
NRC PolicyRPT Policy
Whistle Blower Policy – A vigil
Mechanism
©2014 Deloitte Touche Tohmatsu India Private Ltd©2014 Deloitte Touche Tohmatsu India Private Ltd

4. CSR Policy
1
• Board upon recommendation of the CSR Committee shall formulate a CSR
Policy.
I di t th A ti iti t b d t k b th C S h VII
2
• Indicate the Activities to be undertaken by the Company as per Sch. VII
• Specifying modalities of execution of such project or programs and its
implementation schedule;
Wh d h t i t f d
3
• Where and when to invest funds
• Method of undertaking CSR Activities like Donation to NPOs etc.,
Outsourcing to NGOs, Collaboration with others and their own Vehicles
• Monitoring process of CSR Projects and Programmes
Key
Requirem
ents
4
• CSR Policy shall specify that the surplus arising out of the CSR projects or
programs or activities shall not form part of the business profit of a company.
5
• Disclosure of CSR Policy in the Board Report
• Upload CSR Policy on Website of the Company.
©2014 Deloitte Touche Tohmatsu India Private Ltd©2014 Deloitte Touche Tohmatsu India Private Ltd4

5. RPT Policy
Listing Agreement provides the requirement to prepare RPT Policy by the Listed Companies.
1
• RPT is a transfer of resources, services or obligations between a
company and a related party, regardless of whether a price is
charged
Listing Agreement provides the requirement to prepare RPT Policy by the Listed Companies.
2
• Coverage of the Related Parties
• Coverage of Transactions
• Manner of identifying Ordinary Course of Business
Manner of identifying Arm Length Price2 • Manner of identifying Arm Length Price
• Manner of Hiring external experts/consultants
3
• Mechanism of seeking approvals
Key
Requirem
ents
3
All R l t d P t
All material Related Party
All Related Party
Transactions shall require
prior approval of the Audit
Committee.
All material Related Party
Transactions (5% of TO-20%of
NW) shall require approval of
the shareholders through
special resolution
©2014 Deloitte Touche Tohmatsu India Private Ltd©2014 Deloitte Touche Tohmatsu India Private Ltd5
Disclosures of all material transactions quarterly along with the CG Compliance Report
Disclosure of Related Party Transactions on its website and also in the Annual Report.

6. Whistle Blower Policy - A Vigil Mechanism
A li bilit Li t d C d C i hi h t d it f bli h b d
Audit committee shall oversee the vigil mechanism otherwise Board shall nominate a director
Applicability - Listed Company and Companies which accept deposit from public or have borrowed money
from banks and PFI’s in excess of Rs. 50 crore
Audit committee shall oversee the vigil mechanism otherwise Board shall nominate a director
Safeguards against victimization of employees and directors, direct access to the Chairperson of the Audit
CommitteeCommittee
Role - Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or
violation of the company’s code of conduct or ethics policyviolation of the company s code of conduct or ethics policy
Affirmation that no personnel has been denied access to the audit committee shall be specifically specified
in the Board’s Report
Disclosure – On the website and in the Board’s Report
in the Board s Report
©2014 Deloitte Touche Tohmatsu India Private Ltd©2014 Deloitte Touche Tohmatsu India Private Ltd6
*Listing Agreement also provide for the requirement of Whistle lower Policy, a vigil mechanism for directors
and employees.

7. Whistle Blower Policy - Coverage-Contents
• Constitution, function and powers of Investigation Committee and Ombudsman
Committee
• List of Disciplinary Actions
Guiding Principles like non-victimization of WB, maintenance of confidentiality, Non-
Concealment of Protected Disclosures, Disciplinary Actions, Natural Justice, provisions to
have Direct Access to ACC etc.
Coverage: Unethical or improper activity, malpractice and misconduct which has taken
place/suspected to take place involving: Abuse of Authority, Bribe and Corruption, Sharing of
Confidential Information to 3P Financial Irregularities Wastage of Funds Breach of Code ofConfidential Information to 3P, Financial Irregularities, Wastage of Funds, Breach of Code of
Conduct, Willful contravention of laws
Manner of raising concerns, method of investigation, inquiry and submission of time bound
Protection to the WB, Maintenance of Secrecy/Confidentiality and retention of Documents
reports and actions against officers
©2014 Deloitte Touche Tohmatsu India Private Ltd©2014 Deloitte Touche Tohmatsu India Private Ltd7
*Listing Agreement also provide for the requirement of Whistle lower Policy, a vigil mechanism for directors
and employees.

8. Risk Management Policy
Risk Management policy shall contain:
1
• Constitution of Committees it roles, responsibilities and function
• Responsibility for framing, implementing and monitoring the Risk
Management Plan for the company
g p y
2
• The process for evaluation of IFC and RMS including setting of systems and
taking of external agencies
• Role of Independent Director on overall Risk management of the Company
and to ensure robust and defensive system of RMand to ensure robust and defensive system of RM
4
• Procedures to inform Board members about the risk assessment and
minimization procedures
• Board to ensure that systems for risk management financial and operational
Key
Requirem
ents
• Board to ensure that systems for risk management, financial and operational
control, and compliance with the law and relevant standards is in existence.
5 • Board shall develop the mechanism for risk appetite, exposures and the key
areas of the company's focusareas of the company s focus.
Board’s Report shall include a statement indicating development and implementation of a risk management
policy for the company including identification therein of elements of risk, if any, which in the opinion of the
B d th t th i t f th
©2014 Deloitte Touche Tohmatsu India Private Ltd©2014 Deloitte Touche Tohmatsu India Private Ltd8
*Listing Agreement also provide for the requirement of Risk Management Policy in a specified class of
Listed Companies.
Board may threaten the existence of the company.

9. NRC Policy
NRC Policy shall state the following roles and responsibilities:
Formulate
•Criteria’s for ID’s
Determine
•Qualification,
Recommend
•To board
remuneration
Evaluation
•Remuneration of
NRC Policy shall state the following roles and responsibilities:
positive attributes
of ID’s
policy document-
Reasonable and
sufficient to
attract, retain and
motivate
D/KMP/SMP, Fix
and VPIs
directors, KMP’s,
SMP’s
and VPIs
Evaluation Recommend Determine Evaluation
• Performance
of directors,
KMP’s, SMP’s
• Appointment,
re-
appointment
• Benefits to
directors,
KMP’s, SMP’s
• Appraisal
process
©2014 Deloitte Touche Tohmatsu India Private Ltd©2014 Deloitte Touche Tohmatsu India Private Ltd9

10. Discussion
Atul Mittal
Director
©2014 Deloitte Touche Tohmatsu India Private Ltd©2014 Deloitte Touche Tohmatsu India Private Ltd
Director
Deloitte Touche Tohmatsu India Pvt. Ltd.
9810065744