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Corporate Governance

Idea QIP PD


Board of Directors

Kumar Mangalam Birla

Kumar Mangalam Birla

(Chairman - Non Executive)

Rajashree Birla

Rajashree Birla

(Non - Executive Director)

Himanshu Kapania

Himanshu Kapania

(Managing Director)

Arun Thiagarajan

Arun Thiagarajan

(Independent Director)

Tarjani Vakil

Tarjani Vakil

(Independent Director)

Mohan Gyani

Mohan Gyani

(Independent Director)

P. Murari

P. Murari

(Independent Director)

Madhabi Puri Buch

Madhabi Puri Buch

(Independet Director)

Alka Bharucha

(Independent Director)

Sanjeev Aga

Sanjeev Aga

(Non - Executive Director)

Dr. Hansa Wijayasuriya

Dr. Hansa Wijayasuriya

(Non - Executive Director)

Akshaya-Moondra

Akshaya Moondra

(Whole-Time Director &

Chief Financial Officer)

**Terms and Conditions of Independent Directors

**Familiarisation Programme for Independent Directors

Board Committees

Audit Committee


Name

Category

Mr. Arun Thiagarajan (Chairman)

Independent Director

Ms. Tarjani Vakil

Independent Director

Ms. Madhabi Puri Buch

Independent Director

Dr. Hansa Wijayasuriya

Non-Executive Director


Nomination & Remuneration Committee


Name

Category

Ms. Tarjani Vakil (Chairperson)

Independent Director

Mr. Arun Thiagarajan

Independent Director

Mr. Kumar Mangalam Birla

Non-Executive Director


Stakeholder’s Relationship Committee


Name

Category

Ms. Tarjani Vakil (Chairperson)

Independent Director

Mr. Sanjeev Aga

Non-Executive Director

Mr. Himanshu Kapania

Managing Director


Corporate Social Responsibility Committee


Name

Category

Mrs. Rajashree Birla (Chairperson)

Non-Executive Director

Mr. P. Murari

Independent Director

Mr. Himanshu Kapania

Managing Director


Finance Committee


Name

Category

Ms. Tarjani Vakil

Independent Director

Mr. Sanjeev Aga

Non-Executive Director

Mr. Himanshu Kapania

Managing Director


Securities Allotment Committee


Name

Category

Ms. Tarjani Vakil

Independent Director

Mr. Sanjeev Aga

Non-Executive Director

Mr. Himanshu Kapania

Managing Director


Risk Management Committee


Name

Category

Mr. Arun Thiagarajan

Independent Director

Ms. Tarjani Vakil

Independent Director

Mr. Himanshu Kapania

Managing Director

Code of Conduct for Board Members and Senior Management

Introduction

This Code of Conduct (hereinafter referred to as “the Code”) has been framed and adopted by Idea Cellular Limited (hereinafter referred to as “the Company”) in compliance with the provisions of Clause 49 of the Listing Agreements entered into by the Company with the Stock Exchanges.

Applicability

The Code applies to the Members of Board of Directors (hereinafter referred to as “Board Members”) and Members of the Senior Management Team of the Company viz. Management Committee Members, Presidents, Joint Presidents and all other executives having similar or equivalent rank in the Company and the Company Secretary of the Company (hereinafter referred to as “Senior Managers”).The Company Secretary shall be the Compliance Officer for the purpose of this Code.

The Code is effective from 19th October, 2006. The Board of Directors at its meeting held on 21st July, 2014 has modified the Code to bring it in line with additional duties prescribed for Independent Directors under the Companies Act, 2013 and rules made thereunder.n.The Code shall be posted on the website of the Company.

Code of Conduct for all Board members and Senior Management Employees

The Board Members and Senior Managers shall observe the highest standards of ethical conduct and integrity and shall work to the best of their ability and judgement. The Board Members and the Senior Managers of the Company

  • Shall maintain and help the Company in maintaining highest degree of Corporate Governance practices.
  • Shall act in utmost good faith and exercise due care, diligence and integrity in performing their office duties.
  • Shall ensure that they use the Company’s assets, properties, information and intellectual rights for official purpose only or as per the terms of their appointment.
  • Shall not seek, accept or receive, directly or indirectly, any gift, payments or favour in whatsoever form from Company’s business associates, which can be perceived as being given to gain favour or dealing with the Company and shall ensure that the Company’s interests are never compromised.
  • Shall maintain confidentiality of information entrusted by the Company or acquired during performance of their duties and shall not use it for personal gain or advantage.
  • Shall not commit any offences involving moral turpitude or any act contrary to law or opposed to the public policy.
  • Shall not communicate with any member of the press or publicity media or any other outside agency on matters concerning the Company, except through the designated spokespersons or authorized otherwise.
  • Shall not, without the prior approval of the Board or Senior Management, as the case may be, accept employment or a position of responsibility with any other organization for remuneration or otherwise that are prejudicial to the interests of the Company and shall not allow personal interest to conflict with the interest of the Company.
  • Shall in conformity with applicable legal provisions disclose personal and/ or financial interest in any business dealings concerning the Company and shall declare information about their relatives (spouse, dependent children and dependent parents) including transactions, if any, entered into with them.
  • Shall ensure compliance of the prescribed safety & environment related norms and other applicable codes, laws, rules, regulations and statutes, which if not complied with may, otherwise, disqualify him/ her from his/ her association with the Company.
  • Shall ensure compliance with SEBI (Prohibition of Insider Trading) Regulations, 1992 as also other regulations as may become applicable to them from time to time.

Additional Duties for Independent Directors – Companies Act, 2013

The independent directors, in addition to above, shall:

  • Undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the Company;
  • 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;
  • Strive to attend all meetings of the Board of Directors and of the Board committees of which they are members;
  • Participate constructively and actively in the committees of the Board in which they are chairman or members;
  • Strive to attend the general meetings of the Company;
  • 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;
  • Keep themselves well informed about the Company and the external environment in which it operates;
  • Not to unfairly obstruct the functioning of an otherwise proper Board or committee of the Board;
  • 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;
  • 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;
  • Report concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s code of conduct;
  • Acting within their authority, assist in protecting the legitimate interests of the Company, shareholders and its employees;
  • 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.

Annual compliance reporting

Board Member and Senior Managers shall affirm compliance with this Code on an annual basis as at the end of the each financial year of the Company (as per Appendix I within 7 days of the close of every financial year).

Acknowledgement of receipt of the code

Each Board Members and Senior Managers both present and future shall acknowledge receipt of the Code or any modification(s) thereto, in the acknowledgement form annexed to this Code as Appendix II and forward the same to the Compliance Officer.
Any breach of the aforesaid Code brought to the notice of the Compliance Officer or any member of the Board or Senior Management shall be reported to the Board of Directors of the Company for necessary action.

Date: 21st, July, 2014

Vigil Mechanism

The Company has in place a Vigil Mechanism under which a Committee has been appointed comprising of Directors & Senior Managers of the Company for attending the complaints received from the employees and to report concerns about the unethical behaviour, actual or suspected fraud and violation of the Code of Conduct or Ethics Policy by the Directors and the employees of the Company.

 

The policy is in line with the Company’s Code of Conduct, Vision and Values and forms part of good Corporate Governance and is available to all the employees on the Aditya Birla Group intranet.

Corporate Social Responsibility Policy

Introduction:

In accordance with the notification issued by the Ministry of Corporate Affairs’ dated 27th February 2014 under Section 135 of the Companies Act 2013, the Company’s Corporate Social Responsibility (CSR) is enunciated. Our Corporate Social Responsibility policy also conforms to the National voluntary Guidelines on Social, Environment and Economic Responsibilities of Business released by the Ministry of Corporate Affairs, Government of India in collaboration with FICCI Aditya Birla CSR Centre for Excellence (July 2011). The Company CSR policy was outlined in 2010 in the Companies’ Annual Reports and on its website.

Our CSR Policy:

For every Company in the Aditya Birla Group, reaching out to underserved communities is part of our DNA. We believe in the trusteeship concept. This entails transcending business interests and grappling with the “quality of life” challenges that underserved communities face, and working towards making a meaningful difference to them.

Our vision is - “to actively contribute to the social and economic development of the communities in which we operate. In so doing build a better, sustainable way of life for the weaker and marginalized sections of society and raise the country’s human development index” (Mrs. Rajashree Birla, Chairperson, Aditya Birla Centre for Community Initiatives and Rural Development).

Implementation process: Identification of projects

All projects are identified in consultation with the community in a participatory manner, literally sitting with them and gauging their basic needs. We recourse to the participatory rural appraisal mapping process. Subsequently, based on a consensus and in discussion with the village panchayats, and other stakeholders, projects are prioritized. Arising from this the focus areas that have emerged are Education, Health care, Sustainable livelihood, Infrastructure development, and espousing social causes. All of our community projects/programmes are carried out under the aegis of The Aditya Birla Centre for Community Initiatives and Rural Development. The activities are in line with Schedule VII of the companies Act, 2013 as indicated –

In Education, our endeavour is to spark the desire for learning and knowledge at every stage through • Formal schools • Balwadis • Quality elementary education • Aditya Bal Vidya Mandirs • Girl child education • Non formal education.

In Health care, our goal is to render quality health care facilities to people living in the villages and elsewhere through our Hospitals. • Primary health care centres • Mother and Child care projects • Immunization programmes with a thrust on polio eradication •Programmes to address malnutrition. • Anganwadi • Adolescent health • Health care for visually impaired, and differently abled • Preventive health care through awareness programmes • Non communicable diseases.

In Sustainable Livelihood our programmes aim at providing livelihood in a locally appropriate and environmentally sustainable manner through • Formation of Self Help Groups for women empowerment • Skill Enhancement and Vocational training • Partnership with Industrial Training Institutes • Agriculture development and better farmer focus • Animal Husbandry • Soil and Water conservation • Watershed development. •Agro Forestry

In Infrastructure Development we endeavour to set up essential services that form the foundation of sustainable development through • Basic infrastructure facilities • Housing facilities • Safe drinking water • Sanitation & hygiene • Renewable sources of energy.

To bring about Social Change, we advocate and support • Dowry less marriage • Widow Remarriage • Awareness programmes on anti social issues • De-addiction campaigns and programmes • Espousing basic moral values. • Gender equality •

Activities, setting measurable targets with timeframes and performance management.

Prior to the commencement of projects, we carry out a baseline study of the villages. The study encompasses various parameters such as – health indicators, literacy levels, sustainable livelihood processes, and population data - below the poverty line and above the poverty line, state of infrastructure, among others. From the data generated, a 1-year plan and a 5-year rolling plan are developed for the holistic and integrated development of the marginalized. These plans are presented at the Annual Planning and Budgeting meet. All projects/programmes are assessed under the agreed strategy, and are monitored every quarter, measured against targets and budgets. Wherever necessary, midcourse corrections are affected. The surplus arising out of the projects/programmes does not form part of the business profit of the company.

Organizational mechanism responsibilities

The Aditya Birla Centre for Community Initiatives and Rural Development provides the vision under the leadership of its Chairperson, Mrs. Rajashree Birla. The CSR committee of Directors at the Board level comprises of:

  • Mrs. Rajashree Birla, Chairperson
  • Mr. Himanshu Kapania, Director
  • Mr. P. Murari, Independent Director
  • Permanent Invitee: Dr. (Mrs.) Pragnya Ram, Group Executive President, Corporate Communications and CSR

All projects/programmes are placed before the CSR committee, specifying modalities of execution of such projects/programmes and the implementation schedules.

A robust implementation structure, monitoring process and a team of professionals is in place at the Company units.

The company take all actions to comply with Section 135 of the Companies Act, 2013 and the rules made thereafter.

To measure the impact of the work done, a social satisfaction social audit / impact assessment study is carried out by a third party.

Partnerships

Collaborative partnerships are formed with the Government, the District Authorities, the village panchayats, NGOs and other like-minded stakeholders. This helps widen the Company’s CSR reach and leverage upon the collective expertise, wisdom and experience that these partnerships bring to the table.

In collaboration with FICCI, we have set up Aditya Birla CSR Centre for Excellence to make CSR an integral part of corporate culture.

The Company engages with well established and recognized programs and national platforms such as the CII, FICCI, ASSOCHAM to name a few, given their commitment to inclusive growth.

Budgets

A specific budget is allocated for CSR activities. This budget is project/programme driven.

Information dissemination

The Company’s engagement in this domain is disseminated on its website, Annual Reports, in house journals and through the media.

Management Commitment

Our Board of Directors, our Management and all of our employees subscribe to the philosophy of compassionate care. We believe and act on an ethos of generosity and compassion, characterized by a willingness to build a society that works for everyone. This is the cornerstone of our CSR policy.

Policy on Related Party Transaction

Introduction

The Board of Directors of the Idea Cellular Limited (“the Company”), on recommendation of the Audit Committee, has adopted this policy by its resolution dated 31st March, 2015 to regulate transactions of the Company by Related Parties in compliance with various applicable laws, including under the Companies Act, 2013 (the “Act”) and the Listing Agreement, prescribed for related party transactions.

Definition

  • Related Party: A Related Party shall have the same meaning as defined under the Act and the Listing Agreement.
  • Related Party Transaction (“RPT”): A Related Party Transaction is a transfer of resources, services or obligations between a company and a Related Party, regardless of whether a price is charged. A transaction with a related party shall be construed to include single transaction or a group of transactions in a contract.
  • Materiality: The materiality of any RPT will be ascertained as per the thresholds prescribed under the Listing Agreement.
  • Arm’s Length Basis: RPT will be treated to be on ‘Arm’s Length Basis’ if the key terms, taken as a whole, are comparable with those of similar transactions if they would have been undertaken with non-related parties.
  • Ordinary Course of Business: RPT will be considered in ordinary course if they are entered into in the normal course of the business pursuant to the objects of the Company as per the charter documents of the Company.

Policy

  • The RPTs should be in conformity with the prevailing rules and regulations prescribed by law.
  • All RPTs shall be placed before the Audit Committee for prior approval of the Audit Committee, as required under the provisions of the Act and the Listing Agreement.
  • The Audit Committee may grant omnibus approval for RPTs which are repetitive in nature, provided that such approval shall remain valid for a period not exceeding one year, during which period the commercial terms of approved RPTs may change, provided that arm’s length criterion shall be ensured at the time of each such change. Further, where the need for RPTs cannot be foreseen and requisite details are not available, the Audit Committee may grant omnibus approval for such transactions provided that the value of each such transaction shall not exceed Rs. 1 crore.
  • Any RPT which is not in the Ordinary Course of Business of the Company or not at Arm’s Length Basis shall be effected only with prior approval of the Board of Directors of the Company, on recommendation of Audit Committee.
  • All RPT specified in the Act which are not Ordinary Course of Business of the Company or not at Arm’s Length Basis; and exceed the thresholds laid down in Companies (Meeting of Board and its Power) Rules, 2014 shall be placed before the shareholders for its approval. Notwithstanding, the RPTs which cross the Materiality thresholds as defined herein shall be entered by the Company only with prior approval of shareholders of the Company, as per applicable provisions of the Listing Agreement, as may be amended from time to time.
  • Subject to the applicable laws, the Audit Committee shall have the power to ratify, revise or terminate the RPTs, which are not in accordance with this Policy.
  • Exclusions: The following shall not be deemed as a RPT :
    • Any transaction that involves the providing of compensation to a director by way of salary, fee, commission, perquisites, rent free accommodation or otherwise, in connection with his or her duties to the Company;
    • Contributions made by the Company to a charitable organization, trust, foundation or university at which a related party is a trustee, director or employee other than key managerial personnel (or comparable position), provided that each such contribution, made in a particular financial year, does not exceed two per-cent (2%) of the Company’s average net profit for the preceding three financial years;
    • Any transaction in which the related party’s interest arises solely from ownership of securities issued by the Company and all holders of such securities receive the same benefits pro rata as the related party.

Administrative Measures

The Company’s management shall institute appropriate administrative measures to ensure that all RPTs entered into by the Company are in compliance with applicable laws and this Policy. All persons dealing with the related party(ies) shall, irrespective of their level, be responsible for compliance with this Policy. The detailed processes relating to implementation of this Policy, as may be approved by the Audit Committee from time to time, shall be followed by all concerned. The Company Secretary shall be responsible to maintain/update the list of related parties (as required by applicable laws) and provide the same to all concerned. It is the duty of all employees of the Company to ensure that they do not deal with related parties under any kind of influence or coercion. The cases involving any unwarranted pressure should be promptly reported as per mechanism provided under the Whistle Blower Policy of the Company.

Interpretation

In any circumstance where the provisions of this Policy differ from any existing or newly enacted law, rule, regulation or standard governing the Company, the relevant law, rule, regulation or standard will take precedence over this Policy until such time as this Policy is changed to conform to the said law, rule, regulation or standard. In case of any clarification required with respect to this Policy, kindly contact the Company Secretary of the Company.

Disclosure

The Policy shall be made available on the website of the company www.ideacellular.com and a web link thereto shall be provided in the Company’s Annual Report.

Code of Fair Disclosure

Code of Practice and Procedures for Fair Disclosure

of Unpublished Price Sensitive Information

(As approved by the Board of Directors of the Company on 14th May, 2015)



This Code is formulated on the principles, as set out in Schedule A to the SEBI (Prohibition of Insider Trading) Regulation, 2015.

Definition

    1. “Compliance Officer” means any senior officer, designated so and reporting to the Board of Directors, who is financially literate and is capable of appreciating requirements for legal and regulatory compliance under the SEBI (Prohibition of Insider Trading) Regulation, 2015 and who shall be responsible for compliance of policies, procedures, maintenance of records, monitoring adherence to the rules for the preservation of Unpublished Price Sensitive Information, monitoring of trades and the implementation of the codes specified in the SEBI (Prohibition of Insider Trading) Regulation, 2015, under the overall supervision of the Board of Directors of the Company.


    2. "Unpublished price sensitive information" (“UPSI”) means any information, relating to a company or its securities, directly or indirectly, that is not generally available which upon becoming generally available, is likely to materially affect the price of the securities and shall, ordinarily including but not restricted to, information relating to the following:
    i. financial results;
    ii. dividends;
    iii. change in capital structure;
    iv. mergers, de-mergers, acquisitions, delisting, disposals and expansion of business and such other transactions;
    v. change in key managerial personnel; and
    vi. material events in accordance with the listing agreement



The Board of Directors has appointed Mr. Pankaj Kapdeo, the Company Secretary (Compliance Officer) as the Chief Investor Relations officer, who shall report to the Board of Directors, for the purpose of this Code.


The Compliance Officer shall ensure the following:


    1. Prompt public disclosure of Unpublished Price Sensitive Information that would impact price discovery no sooner than credible and concrete information comes into being in order to make such information generally available.


    2. Uniform and universal dissemination of Unpublished Price Sensitive Information to avoid selective disclosure.


    3. Prompt dissemination of Unpublished Price Sensitive Information that gets disclosed selectively, inadvertently or otherwise to make such information generally available.


    4. Appropriate and fair response to queries on news reports and requests for verification of market rumours by Regulatory Authorities.


    5. The information shared with analysts and research personnel is not Unpublished Price Sensitive Information.


    6. Develop best practices to make transcripts or records of proceedings of meetings with analysts and other investor relations conferences on the official website to ensure official confirmation and documentation of disclosures made.


    7. Handling of all Unpublished Price Sensitive Information on a need-to-know basis.


Familiarization Programme

                IDEA CELLULAR LIMITED                  

(CIN:  L32100GJ1996PLC030976)

Regd. Office: Suman Tower, Plot No. 18, Sector–11, Gandhinagar–382 011 Gujarat

E-mail:  shs@idea.adityabirla.com; Telephone No. : +91-79-66714000

Website: www.ideacellular.com

 

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Ref: Schedule IV {Section 149 (8)} of the Companies Act, 2013

&

Clause 25 (7) and 46 (2) (i) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Objective

The Company follows structured orientation and training programme for the Independent Directors of the Company to understand and get updated on the business and operations of the Company and nature of the industry in which the Company operates.

 

The Independent Directors are kept aware and are being regularly updated by the Company, as and when required, about the changes in the regulatory framework and of their role, responsibilities and duties. 

Familiarisation Programme

Familiarisation programmes for the Independent Directors generally forms part of the Board process.

 

Presentations are regularly being made to the Board and its various Committees, where the Directors/ Committee Members get an opportunity to interact with the Senior Management Team including the Statutory and the Internal Auditors of the Company. Such presentations inter alia cover the performance of various businesses of the Company, operating results, comparison of actual performance vs. budget, management outlook on businesses, economic/industry developments, sectoral updates, and other related issues.  The Directors are also regularly kept informed of the other developments of the Company and at the Units through emails, etc.

 

During the Financial Year 2015-16, in aggregate 30 hours were spent in apprising the Independent Directors on the above matters.

 

As such the Directors of the Company have complete access to the information about the Company.

­

 

Induction Kit for new Directors

A new Director is welcomed on the Board of Directors by sharing various documents of the Company for his/her reference such as:

1.      Brief introduction of the Company

2.      Memorandum & Articles of Association of the Company

3.      Profile of Board of Directors

4.      Profile of Senior Management Personnel

5.      Details of various Committee of the Board

6.      Code of Conduct for Directors

7.      Code of Conduct for trading in listed or proposed to be listed securities of the Company

8.      Latest Annual Report

9.      Latest Sustainability Report

10.  Various Policies / Charters adopted by the Board

11.  Detailed Appointment letter incorporating the role, function, duties, remuneration and evaluation.

 

Orientation Module

Particulars

Responsibility

Business overview, Corporate Plan

Business Head

Board meeting Process

Company Secretary

Statutory Compliances as a Board member as per Companies Act, Listing Regulations etc.

 

Updates on Company / on Units

 

Company Secretary

Visit to Unit / Plant

Management

 

As such, the Company ensures that there is adequate mechanism to ensure that the Directors remain familiar with their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, and continue to be updated on the state of Company’s affairs and the industry in which it operates.

Review of the Programme:

The Company may review the programme and make necessary revisions, as and when required.

Disclosure requirement:

The familiarisation programme is disclosed on Company’s website www.ideacellular.com and web link thereto shall be given in the Annual report.

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