PRIVI SPECIALITY CHEMICALS LIMITED Annual Report 2020-21

48 PRIVI SPECIALITY CHEMICALS LIMITED (Formerly known as Fairchem Speciality Limited) REPORT ON CORPORATE GOVERNANCE [Pursuant to Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 under Uniform Listing Agreement] 1. Company’s Philosophy on the Code of Governance Corporate Governance encompasses a set of systems and practices to ensure that the Company’s affairs are being managed in amanner which ensures transparency, responsibility and accountability. TheCompany believes in upholding highest standard of ethics, integrity, transparency and accountability in conducting the affairs of the Company so as to disseminate the information to the stakeholders in transparent manner. We have, therefore, designed our systems and action plans to enhance performance and stakeholders’ value in the long run. To create a culture of good governance, your Company has adopted practices that comprise of performance accountability, effective management control, constitution of Board Committees as a part of the internal control system, fair representation of professionally qualified, non-executive and Independent Directors on the Board, adequate and timely compliance, disclosure of information on performance, ownership and governance of the Company and payment of statutory dues. The Company is proud of the values with which it conducts business. It has and will continue to uphold the highest levels of business ethics and personal integrity in all types of transactions and interactions. This code is specifically prepared in accordance with the requirements of Clause 49 of the Listing Agreement. It may be amended, subject to the approval of the Board of Directors of the Company, if and when required either to comply with any modification in statute / guideline or in the interest of business of the Company. The Compliance Report on Corporate Governance herein signifies compliance of all mandatory requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [referred to as SEBI (LODR) Regulations 2015]. We believe, Corporate Governance is not just a destination, but a journey to constantly improve sustainable value creation. POLICIES In compliance with the requirements of SEBI (LODR) Regulations, 2015, and The Companies Act, 2013 (‘the Act’), the Board of Directors of the Company have approved various policies, as detailed herein: Whistle Blower & Vigil Mechanism Policy As per Section 177 of the Act, and Regulation 22 of SEBI (LODR) Regulations 2015, a comprehensive Whistle Blower and Vigil Mechanism Policy has been approved and implemented within the organization. The Policy has been formulated with a view to provide a mechanism for directors, employees as well as other stakeholders of the Company to approach the Chairman of the Audit Committee of the Company to report instances of any unethical act or suspected incidents of fraud or violation of Companies Code of Conduct. This mechanism/Policy provides adequate safeguards to whistle blowers against reprisals or victimization. The copy of the Policy has been uploaded on the Company’s Website viz. http://www.privi.com/investor-relations/corporate-governance/company‑policies Code of Conduct The Company has in place Code of Conduct and Ethics for all the Directors and the Senior Management Personnel. It seeks to achieve, among others, highest standards of personal and professional integrity. A copy of the code has been placed on the Company’s website http://www.privi.com/Downloads/Policies-PSCL/PSCL-Code-of-Conduct.pdf . The code has been circulated to all the Directors and Senior Management Personnel and they affirm its compliance every year. The Company has also in place a Code of Conduct for Prevention of Insider Trading based on SEBI (Prohibition of Insider Trading) Regulations, 2015. This code is applicable to all Designated Persons / insiders defined under the Code of Conduct for Prevention of Insider Trading adopted by the Company. The code ensures prevention of dealing in shares by persons having access to the unpublished price sensitive information. The Company has availed the special/ additional service of the Registrar and Share Transfer Agent of the Company M/s. Link Intime (India) Private Limited (RTA) to monitor the trading in the equity shares of the Company mainly during the trading window closure and the reverse transactions, by the Designated Persons. The necessary information with regard to designated employees and their relatives have been forwarded to the RTA in order to enable them to provide the service. The Company has also installed in-house, a software “Trackin”, which enables the Company in maintaining structural digital database, preserve the data, monitor and ensure compliance to SEBI PIT Regulations.