Company Overview / MSPL LIMITED

Corporate Information

Name of the Company: MSPL LIMITED

Corporate Identity Number: U13100MH1961PLC012160

Address of Company:

Reg. Off : “Baldota Bhavan”, No. 117, Maharshi Karve Road, Mumbai – 400 020

Corp. Off :: “Baldota Enclave”, Abheraj Baldota Road, Hosapete – 583 203, Ballari District, Karnataka

Contact nos.:

Off - 022-22030989

Corp. Office - 08394-232333/444

Shareholding Pattern:

MSPL Limited

S.No Name BOD Audit Committee Nomination & Remuneration Committee CSR Committee Share Transfer & Investor Grievances
1. Narendrakumar A Baldota (HUF) Chairman and Managing Director Member Chairman
2. Rahul Kumar Narendrakumar Baldota Joint Managing Director Member
3. Shrenik Kumar Narendrakumar Baldota Joint Managing Director Member Member Member
4. Mrs. Rashmi S Baldota Director
5. Ramkrishna Hemappa Sawkar Independent Director Member Member Member
6. Madhava Ravindra Independent Director Chairman Chairman Member Chairman
7. Dr. Meda Venkataiah Whole Time Director

Policy on Corporate Social Responsibility (CSR)

Corporate Social Responsibility (CSR) is the way to conduct business at MSPL Limited that achieves a balance or integration of economic, environmental and social imperatives while, at the same time, addresses the shareholders and stakeholders expectations. The Company’s corporate policy comprises its business concept, its shared values, CSR, business ethics and its other fundamental aspects.

MSPL’s CSR policy is based on five cardinals’ creativity, commitment, concern, care and core values in each of the CSR activities.

MSPL’s sustainability framework is built on the principles of inclusive growth and responsible business conduct. We have drawn inputs for the framework from a materiality assessment, which delineates material issues for MSPL. The sustainability agenda at MSPL is driven by the Chairman and Managing Director, ably supported by a cross functional team.

MSPL strives to improve people’s living conditions, strengthen relationships with local communities, foster social well being, respect local cultures and minimise the impact of its actions.

MSPL believes in being good neighbours to the communities where it operates. Through our community engagement, we aim to provide avenues that improve the lives of our communities. The ongoing company’s efforts in providing effective social development projects will continue to be sensitive to the needs of our communities.

Policy Objectives

The policy objective is to provide a reference point to guide the employees and stakeholders on the values, which drive the conduct of Company’s business and relationship with the world in which we operate.

Purpose of the policy

The purpose of CSR policy is to; (a) inform all stake holders as to what corporate social responsibility mean to us in the company (b) remain consistent with our commitment and approaches towards CSR (c) provide general guidelines to all implementing stakeholders / agencies who are dealing with CSR within the company towards achieving overall CSR goals (d) articulate CSR Commitment on the part of conducting business

Scope

For MSPL, the scope of CSR is wide as there are already many good CSR initiatives / projects that exist with the Company, but are to be now aligned with new CSR programs prescribed under the Companies Act 2013.

The philosophy

 The Company is guided by its values which drive it to conduct its business in a responsible manner. It firmly believes that Company’s growth goes along with the growth of society.

It, therefore, becomes, evident that for a business must, with its knowledge, technical and managerial competences and wealth, contribute to the growth of society and the environment.

Principles and practices

The company is committed to demonstrate its responsibilities vis-à-vis its relationship with the world. All its business units will allocate responsibility for dissemination, discussion and embedding of the principles described in the policy into corporate culture, and provide regular and timely feedback on the progress.

What CSR implies to us:

The Company commits to engage itself with stakeholders and in pursuance thereof, integrate those practices which continue to identify and address the concerns and expectations of all its stakeholders.  In this context, the approach would be mainstreaming CSR within the company through translating Company’s commitment in to policies which will not only drive all its employees, but also motivate its stakeholders to perform well through conducting ethical and transparent business, legal compliance, human rights, environment, health and safety and supply chain of the business, processes throughout the value chain.    Further, the Company’s approach would be as to how it shares its wealth for the improvement of the quality of life of marginalized and vulnerable communities not only where it operates but also anywhere in India.

Stakeholders’ engagement policy:

The Company is committed to institutionalise a stakeholder’s model of CSR and thereby uphold its commitment towards mitigating the concerns and aspirations of all its stakeholders.  It will, from this purpose, institutionalise a strategy to engage with the stakeholders to have two way communications through various modes of engagement.

Policy on measuring CSR:

In order to meet our CSR policy objective, we will strategise the measurement process of our CSR initiatives which will help us to make implementation strategies more effective.  The measurement process will also help to set out future action plans.  We shall adopt the following four tools for measuring CSR.

  • Benchmarking – our CSR projects are always unique and shall have special impact on the society.
  • Social audit – we will engage an external agency to conduct a social audit on a periodical basis, say 5 years
  • Assessment – An annual assessment will be undertaken every year by an external agency to determine the progress.
  • Internal assessment – it will be an on-going and regular process. We shall be conducting this through a self assessment tool of CSR
  • Feedback – we undertake continuous feedback from the beneficiaries of our CSR projects.

The CSR projects / activities of the company shall include one or more of the following;

  • Eradicating hunger, poverty and malnutrition, promoting health care, preventive healthcare, sanitation, and making available safe drinking water
  • Promoting education, including special education and employment enhancing vocation skills especially among children, woman, elderly and the differently-abled and livelihood enhancement projects
  • Promoting gender equality, empowering women; setting up homes and hostels for women and orphans, setting up old age homes, day care centers, and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups
  • Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agro forestry, conservation of natural resources and maintaining the quality of soil, air and water
  • Protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art; setting up of public libraries; promotion and development of traditional arts and handicrafts
  • Measures for the benefit of armed forces veterans, war widows and their dependents
  • Training to promote rural sports, nationally recognised sports, para-olympic sports, and Olympic sports
  • contribution to the Prime Minister’s National Relief Fund or any other fund set up by the Central Government for socio-economic development and relief and welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities and women
  • Contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government
  • Rural development projects

Policy on compliance, monitoring and reporting of CSR:

Compliance with this policy will be continuously monitored and subject to review by the CSR Committee of the Company.  Reporting will constitute an integral part of CSR initiatives as we remain firmly committed to report on CSR.  The objective of reporting is not only to update the stakeholders but also to receive their feedback and accordingly capture their suggestions / inputs in to our future strategies.

The reporting commitment will help us to achieve and enhance the business reputation and trust of all our stakeholders. We, therefore, continue to report about our CSR projects under global reporting initiatives (GRI) guidelines apart from reporting in the Annual Report of the Company.

 

Disclosure policy:

We believe in transparency and are therefore committed to disclose all relevant information about our CSR initiatives / projects to our stakeholders.

We will develop accordingly a disclosure strategy which will provide information to all our stakeholders, as also to others to benefitting them with knowledge so that they can learn from our experiences and adopt all or some of the responsible business practices.  Disclosure policy provides an opportunity to the stakeholders to give their critical view which will help us in improving our practices further.

Responsibilities:

The Chief executive / Chairman and Managing Director (CMD) would lead the CSR initiative of the company through an apex level CSR Committee which will be accountable to the Board.  A senior employee will be responsible for coordinating overall CSR operations of the company towards achieving the corporate goal of CSR and accountable to the Chief Executive and the CSR Committee through CMD of the Company.

The CMD and CSR Committee shall be the process owners in respect of the ten CSR projects / activities listed above and will monitor the performance.

Other guiding principles of our CSR policy

Impact on Society:

  1. We will take steps to understand how we can most effectively support the needs of the local community and implement initiatives accordingly;
  2. Our impact on the local and wider community will be understood and nurtured;
  3. Dialogue with local communities shall be encouraged for mutual benefit.

Ethics and Ethical Trading:

  1. We ensure highest standards of ethics in all our business operations;
  2. We encourage our vendors to uphold the workplace standards and behaviour consistent with the Company’s requirements;
  3. We will ensure clear visibility through our supply chains so we know where all our products are made

Biodiversity:

  1. We actively encourage the use of sustainable practices in the maintenance of the Company‘s premises, plants and other work places;
  2. We actively undertake every year plantation of a minimum 20,000 saplings;
  3. We support the activities of Society for Wildlife and Nature (SWaN) for creating awareness among the students and documentation of birds of Ballari and North Karnataka.

Environment:

  1. Our objective is to endeavour to reduce our impact on the environment through a commitment to continual improvement;
  2. We encourage our vendors to reduce their impact on the environment;
  3. We shall assess the production, use and disposal of water, energy and other materials we use;
  4. Our customers will be informed of the key issues involved in procurement so as to reduce their impact on the environment;

Human Rights:

  1. We aim to support and respect the protection of human rights;
  2. We encourage our vendors to observe human rights norms;
  3. We respect the rights and dignity of every community and treat them fairly and without discrimination;
  4. We affirm our respect to the different cultures and rights of individuals and indigenous people wherever we operate;
  5. We continuously support NGOs for eradication of human trafficking etc.

Equality and Diversity:

  1. We aim to eliminate discrimination on any grounds and promote equality of opportunity in all our activities chain;
  2. We will ensure that our customers and vendors are able to work together in confidence and be treated with respect by each party;
  3. Our range of contracts will take account of the needs of a diverse customer base;
  4. We actively undertake public infrastructure development projects for the benefit of community.

Sustainability:

  1. A Sustainable Procurement Policy will be maintained that will set out the principles, policies and procedures on which sustainable business activity within Company will be based.
  2. The policy will act as a prompt to staff to consider sustainability as a factor in all purchasing decisions;
  3. We seek to minimise the adverse environmental effects of people travelling to and from our offices.

 

VIGIL MECHANISM POLICY / WHISTLE BLOWER POLICY

PREFACE

MSPL Limited believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, Legality, integrity, ethical behaviour and its commitment to open communication. Any actual or potential violation of the same, howsoever insignificant or perceived as such, would be a matter of serious concern for the Company. The role of the employees in pointing out such violations cannot be undermined. Accordingly, this Vigil Mechanism (Whistle Blower Policy) has been formulated with a view to provide a mechanism for employees of the Company to raise concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc.

Section 177 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 requires that the Company shall establish vigil (whistle blower) mechanism for Directors and Employees to report genuine concerns. The companies shall oversee the vigil mechanism through the Audit Committee and if any of the members of the Committee have a conflict of interest in a given case, they should recuse themselves and the others on the Committee would deal with the matter on hand. The vigil mechanism shall provide for adequate safeguards against victimisation of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases. In case of repeated frivolous complaints being filed by a director or an employee, the Audit Committee may take suitable action against the concerned director or employee including reprimand. The details of establishment of Vigil mechanism shall be disclosed by the company on its website, if any, and in the Board’s Report.

This Vigil Mechanism is meant to serve the purpose of Section 177 of the Companies Act, 2013 read with Rules made thereunder.

PURPOSE

The Vigil Mechanism provides a frame work and channel for all directors, employees, business associates, and all other stakeholders of MSPL Limited, who have concerns about suspected misconduct to come forward and express these concerns without the fear of unfair treatment about unethical behaviour, actual or suspected fraud or violation of Code of Business Conduct or legal or regulatory requirements, etc., in good faith in adhering to the standards of ethical, moral and fair business practices.

Such a vigil mechanism provides for adequate safeguards against victimisation of directors and employees who avail of such mechanism in good faith and also make provisions for direct access to the Chairman of Audit Committee in exceptional cases.

The vigil mechanism of MSPL Limited envisages eliminating of malpractices in the system and developing a culture where it is safe for all the stakeholders to report concerns about improper practices or events of misconduct. This policy encourages all the employees, customers and vendors to come out with their complaints regarding any kind of misuse of Company’s properties, mismanagement or wrongful conduct prevailing in the Company, or to raise concerns, if any. The policy neither releases the employees from their duty of confidentiality in the course of their work, nor a route for taking up a grievance about a personal situation.

In precise, the object of this policy is to:

  1. Encourage the employees to report to the management about suspected unethical behaviours, malpractices, wrongful conduct, fraud, Company’s policy including Code of Business Conduct, violation of law or regulations, or questionable accounting or auditing matters by any employees / Director in the Company without any fear or retaliation.
  2. Build and strengthen a culture of transparency and trust in the organisation.
  3. Disclosure of alleged wrongful conduct to the management.

POLICY

In compliance of the above requirements, MSPL Limited, a Company incorporated under Companies Act, 2013 having its Registered Office at Baldota Bhavan 117, Maharshi Karve Road, Mumbai 400020 has established a Vigil (Whistle Blower) Mechanism and formulated a Policy in order to provide a framework for responsible and secure whistle blowing / vigil mechanism

DEFINITIONS

The definitions of some of the key terms used in this Policy are given below:

  • “Audit Committee” means the Audit Committee constituted by the Board of Directors of the Company in accordance with Section 177 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014
  • “Code” means the Code of Business Conduct adopted by MSPL Limited
  • “Company” means MSPL Limited
  • “Disclosure(s)” means a concern raised by a written communication or otherwise, made in good faith that discloses or demonstrates information that may evidence unethical or improper activity. Protected Disclosures should be factual and not speculative in nature.
  • “Employee” means every employee of the Company (whether working in India or abroad), including the Directors in the employment of the Company.
  • “Investigators” mean person(s) authorised, appointed, consulted or approached by the Ethics Counselor / Audit Committee.
  • “Ethics Counselor / Investigator(s)” means an officer of the company who would conduct detailed investigation under this policy and to receive disclosure from Whistle blowers, maintain record thereof, placing the same before the Audit Committee for its disposal and informing the Whistle blower the results thereof.
  • “Subject” means a person against or in relation to whom a Disclosure has been made or evidence gathered during the course of an investigation.
  • “Whistle Blower” means an Employee or ex-employee or customers and vendors making a Protected Disclosure under this Policy.

 

ELIGIBILITY

All Employees of the MSPL Limited and various stakeholders of the MSPL Limited are eligible to make Disclosures under the Policy in relation to matters concerning the Company.

RECEIPT OF DISCLOSURES

  • The complaint maybe anonymous / pseudonymous.
  • All disclosures should be reported as soon as possible after the Whistle Blower becomes aware of the same so as to ensure a clear understanding of the issues raised and may either be typed or written in a legible handwriting.
  • The disclosure should be submitted in a closed and secured envelope and should be super scribed as “disclosure under the vigil mechanism / whistle blower policy”. Alternatively, the same can also be sent through email with the subject “disclosure under the vigil mechanism / whistle blower policy”. In order to protect identity of the complainant, the Ethics Counselor / Investigator will not issue any acknowledgement to the complainants and they are advised neither to write their name / address on the envelop, nor enter into any further correspondence with the Ethics Counsellor / Investigator.
  • All disclosures should be addressed to the Ethics Counselor / Investigator of the Company. In exceptional cases the disclosure can also be addressed to the Chairman of the Audit Committee of the Company. The contact details of the Ethics Counselor / Investigator and Chairman of the Audit Committee are as under:

 

Name and Address:

Name: Shri. Narendrakumar A Baldota

Address: Corporate office: Baldota Enclave, Abheraj Baldota Road, Hospet 583203

e-mail Id: whistleblowing@mspllimited.com

Contact No.: 08394-232002

 

Name and Address of Chairman (Audit Committee)

Name: Shri. Madhava Ravindra

Address: Corporate office: Baldota Enclave, Abheraj Baldota Road, Hospet 583203

Contact No.: 08394-232002

  • On receipt of the disclosure the Ethics Counselor / Investigator / Chairman / CEO / Chairman of the Audit Committee, as the case may be, shall make a record of the disclosure and also ascertain from the complainant whether he was the person who made the disclosure or not. The record will include:
  • Brief facts;
  • Whether the same disclosure was raised previously by anyone, and if so, the outcome thereof;
  • Details of actions taken by Ethics Counselor / Investigator / Chairman / CEO / Chairman of Audit Committee for processing the complaint
  • Findings of the Audit Committee
  • The recommendations of the Audit Committee/ other action(s)
  • The Ethics Counsellor / Investigator / Audit Committee / Chairman, if deems fit, may call for further information
  • The information on suspected wrongful conduct should be such which the Employees / business associate / customer or vendor, in good faith, believes and evidences any of the following.
  • Violation of any law or regulations, including but not limited to corruption, bribery, theft, fraud, coercion and willful omission.
  • Pass back of Commission / benefit or conflict of interest.
  • Procurement frauds.
  • Mismanagement, Gross wastage or misappropriation of Company funds / assets.
  • Manipulation of Company data / records.
  • Stealing cash / Company assets; leaking confidential or proprietary information.
  • Unofficial use of Company’s material / human assets.
  • Activities violating Company policies including the Code of Business Conduct
  • A substantial and specific danger to public health and safety.
  • An abuse of authority.
  • An act of discrimination or sexual harassment.

The above list is only illustrative and should not be considered as exhaustive.

PROTECTION

  • No unfair treatment will be meted out to a Whistle Blower by virtue of his/her having reported a Disclosure under this Policy. The management of MSPL Limited, as a policy, condemns any kind of discrimination, harassment, victimisation or any other unfair employment practice being adopted against Whistle Blowers. Complete protection will, therefore, be given to Whistle Blowers against any unfair practice like retaliation, threat or intimidation of termination / suspension of service, disciplinary action, transfer, demotion, refusal of promotion, or the like including any direct or indirect use of authority to obstruct the Whistle Blower’s right to continue to perform his duties / functions including making further Disclosure.
  • The Company will take steps to minimise difficulties, which the Whistle Blower may experience as a result of making the Disclosure. Thus, if the Whistle Blower is required to give evidence in criminal or disciplinary proceedings, the Company will arrange for the Whistle Blower to receive advice about the procedure, etc.
  • The identity of the Whistle Blower shall be kept confidential to the extent possible and permitted under law. Whistle Blowers are cautioned that their identity may become known for reasons outside the control of the Ethics Counsellor / Investigator / Audit Committee.
  • Any other Employee assisting in the said investigation shall also be protected to the same extent as the Whistle Blower.

CONFIDENTIALITY

The complainant, Ethics Counsellor / Investigator, Members of Audit Committee, the Subject and everybody involved in the process shall:

  • Maintain confidentiality of all matters under this Policy
  • Discuss only to the extent or with those persons as required under this policy for completing the process of investigations.
  • Not keep the papers unattended anywhere at any time
  • Keep the electronic mails / files under password.

DISQUALIFICATIONS

  • While it will be ensured that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment, any abuse of this protection will warrant disciplinary action.
  • Protection under this Policy would not mean protection from disciplinary action arising out of false or bogus allegations made by a Whistle Blower knowing it to be false or bogus or with a malafide intention.
  • Whistle Blowers, who make three or more Disclosures, which have been subsequently found to be malafide, frivolous, baseless, malicious, or reported otherwise than in good faith, will be disqualified from reporting further Disclosures under this Policy. In respect of such Whistle Blowers, the Company / Audit Committee would reserve its right to take / recommend appropriate disciplinary action.

AMENDMENT

The Board of Directors of the Company reserves its right to amend or modify this Policy in whole or in part, at any time without assigning any reason whatsoever. However, no such amendment or modification will be binding on the Employees unless the same is notified to the Employees.