NAVIN FLUORINE INTERNATIONAL LIMITED

Policy

Responsible Care Policy 2021

POSH Policy

Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information

Policy on Appointment and Remuneration of Directors, Key Managerial Personnel and other Employees

NFIL Dividend Distribution Policy

Archival Policy +

OBJECTIVE:
Pursuant to Regulation 30(8) of The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, every listed entity is required to disclose on its website all such events or information which has been disclosed to Stock Exchanges under the above Regulations and such disclosures shall be hoisted on the website of the listed entity for a minimum period of five years and thereafter as per the Archival Policy of the listed entity, as disclosed on its website. Accordingly, the present policy is adopted.

EFFECTIVE DATE:
This Policy shall come into force from 1st December, 2015.

POLICY:
All the disclosures of events or information made to the Stock Exchanges shall be uploaded on the website of the Company viz. www.nfil.in.

All such disclosures uploaded on the website shall be maintained for a period of five years on the website of the Company. After the expiry of the period of five years, all the above disclosures shall be archived and placed under the heading “Past Events/ Information”.

The disclosures archived as above, shall be preserved for a further period of three years. These archives shall be made available on a written request made to the Compliance Officer of the Company.

Physical copies of disclosures made to the Stock Exchanges shall be preserved for such period as specified in the policy for preservation of documents/prevailing regulatory requirements.

DISCLOSURES:
The Company shall disclose this Policy on its website.

AMENDMENTS TO THE POLICY:
Managing Director is authorized to amend this Policy as and when required to ensure that it meets with the objectives of the relevant Regulations and remains effective. Further, any or all provisions of this policy would be subject to the revision/amendment in accordance with the Rules, Regulations, Notifications, etc. on the subject as may be issued by relevant statutory authorities, from time to time. In case of any amendment(s), clarification(s), circular(s) etc. issued by the relevant authorities, not being consistent with the provisions laid down under this policy, then such amendment(s), clarification(s), circular(s) etc. shall prevail upon the provisions hereunder and this policy shall stand amended accordingly from the effective date as laid down under such amendment(s), clarification(s), circular(s) etc.

Corporate Social Responsibility Policy

Supply Chain Management Policy +

As one of most reliable and quality supplier of Refrigerant gases and Fluorochemicals, Navin Fluorine International Limited considers that its raw material suppliers play a very important role in managing the entire supply chain function. NFIL carefully selects the suppliers and maintains a high level of communication , coordination and cooperation with supplier and is considered as an important ingredient of the over all supply chain policy. The Supply Chain Policy aims to ensure the following:

-All employees associated/engaged in Supply Chain Function act in line with defined policies, guidelines and procedures.

-NFIL run SAP ERP systems across functions and Supply Chain Module is completely implemented.

-Communicate openly with current and future suppliers about their roles and responsibilities in the entire supply chain process to ensure smooth functioning

-NFIL encourages B2B relationships with the manufacturers.

-Enquiries are sent to all approved suppliers and their offers are scrutinized based on Quality, Competitive Prices and service levels.

-Orders are released to successful suppliers qualifying the defined criteria.

-NFIL’s suppliers are expected to meet all local laws and must fulfill/comply with international regulations for packaging and transportation of hazardous goods. NFIL reserves the right for a confirmation and to audits its suppliers accordingly.

-NFIL may discontinue those suppliers who are failing to meet the local laws and international regulations

-NFIL continuously strives to improve its products offering to the market place and expect complete support from Suppliers to make it happen. In order to achieve this, NFIL encourages technical sessions with suppliers to improve quality of products supplied and improving operational excellence.

Quality Criteria
NFIL’s suppliers should supply the products on time and in full and strictly as per the agreed specifications and ensuring safe supply of the material. NFIL strongly believes in discussions for resolving any quality issue so as to eliminate reoccurrence

Building Supplier Relationships
NFIL work with suppliers to ensure they meet our HSE standards. Suppliers are audited based on their potential risk before qualification and afterwards. NFIL audits their suppliers which include site visit, documentation and procedures etc. Detailed recommendations for improvement are given to suppliers after the audit.

Communication
NFIL encourages electronic submission of offers through the website.

Supplier Feedback
All suppliers can send their feedback to Corporate Supply Chain cell at scm@nfil.in

Confidentiality
Any information, facts and figures received from suppliers is considered as confidential . Wherever necessary, confidentiality agreements are discussed, agreed and put in place

HSE Policy +

Health, Safety & Environment (SHE) Policy

NAVIN FLUORINE INTERNATIONAL LIMITED is committed to manage "SAFETY and HEALTH" in all of its operation as a PRINCIPLE BUSINESS OBJECTIVE second to none. NFIL believes that avoidance of accidents is a realistic, practical and achievable goal. NFIL will maintain a SAFE & HEALTHY WORKPLACE through adoption of modern design and sound engineering practices, routine audits and inspections, maintenance and repair of equipment and facilities, employee education and training.

It is therefore the company’s intention to serve the true spirit of safety legislation and not stop merely at fulfilling the technical requirement as per law. It is NFIL objective to achieve excellence in safety, health and environmental protection by eliminating or reducing as reducing as far as practically possible, the potential for personal injuries and damage to property and environment. This will be achieved through continuous improvement and full commitment and participation of the company and all its employees.

The policy embodies the following:

Integrated Management Systems (IMS) Policy +

(Quality, Environmental, Occupational Health, Safety & Responsible Care)

We, at Navin Fluorine International Limited, are committed to demonstrate Continual Improvement in our IMS Performance. We accord Quality, Environment, Health and Safety as a “Principle Business Objective” for all our operations including the products manufactured and distributed by the organization. We also believe in exceeding customer expectations through innovation & continual improvement in our products, processes and technology.

To achieve these objectives, we shall:

Comply with applicable Legislation and such requirements to which we subscribe and is related to our Environmental Aspect and OHS hazards;
Comply with all the requirements of the guiding principles of Responsible Care;
Demonstrate visible commitment towards IMS starting from the Top Management and make every one accountable for their QEHS performance through assigning weightage to QEHS in performance measurement.
Institutionalize Aspect Impact and Risk Assessment methodologies & lay emphasis on Process Safety Management;
Prevent pollution, injuries & ill health;
Conserve natural resources and focus on recycling and reuse of waste as far as reasonably practicable;
Integrate QEHS considerations in all our business activities at the planning level itself;
Strengthen the awareness, skills and competence of our employees and business associates including product distribution channels to enable them perform in line with our IMS requirements;
Actively participate and consider the needs of the community during development of Emergency Procedures;
Establish, review and maintain our Integrated Management Systems to drive our performance in line with our stakeholders expectations;

We shall communicate this Policy to all persons working for or on behalf of organization to encourage their participation and also make it available to public and our business associates on demand.

Whistle Blower Policy

1. Preface
The Company has adopted the Ethics Policy with the objectives of enhancing the standards of ethical code of conduct for the highest degree of transparency, integrity, accountability and corporate social responsibility. Any actual or potential violation of the Code would be a matter of serious concern for the company. The Employees and Person dealing with the Company can play an important role in pointing out such violations of the code.

Accordingly, this policy has been formulated with a view:

To provide a mechanism for employees of the Company and other persons dealing with the Company to report to the Audit Committee; any instance of unethical behaviour, actual or suspected fraud or violation of the Company’s Ethics Policy and

To safeguard the confidentiality and interest of such employees / other persons dealing with the Company against victimization, who notice and report any unethical or improper practices.

To appropriately communicate the existence of such mechanism, within the organization and to outsiders.

2. Definitions
The definitions of some of the terms used in this Policy are given below:

a) “Alleged Person” means a person purportedly involved in the unethical practice and against whom or in relation to whom a Reported Disclosure has been made or evidence gathered during the course of an investigation.

b) “Audit Committee” means the Audit Committee constituted by the Board of Directors of the Company in accordance with Section 292A of the Companies Act, 1956 and read with Clause 49 of the Listing Agreement with the Stock Exchanges.

c) “Compliance Officer” means Company Secretary of the Company.

d) “Employee” means every employee of the Company (whether working in India or abroad), including the Directors in the employment of the Company.

e) “Investigators” means committee of officials as may be decided by the Audit Committee to carry out investigation in the Reported Disclosure.

f) “Person dealing with the Company” means vendors, customers, contractual service providers, contractors, agency staff or any other outside parties / non-employees dealing with the Company, whether directly or indirectly.

g) “Reported Disclosure” means any communication made in good faith that demonstrates information that may evidence any instance of unethical or improper behaviour / practice (not necessarily a violation of Law), actual or suspected fraud or violation of the Company’s Ethics Policy (“the unethical practice”).

Examples of unethical practice:

Criminal offences (corporate fraud, corruption, bribery or theft), which has been or is likely to be committed.
Unethical business conduct and serious irregularities, regulatory or financial
Conflict of business interests
Misuse of Company Assets, Authority, Funds etc.
Willful suppression of facts or Mis-statement in any Company’s records.
Falsification of transactions/documents
Miscarriage of justice or any willful discrimination by the Management
Actions taken or proposed to be taken by the Management or acts of omissions by Management which will endanger safety of
any employee/person
Misuse of authority which may adversely affect the interest of the Company
Any other form of improper action or conduct

h) “Whistle Blower” means an Employee and / or any other person dealing with the Company making a Reported Disclosure under this Policy.

3. Scope
All Employees of the Company and other persons dealing with the Company are eligible to make Reported Disclosures under the Policy. The Reported Disclosures may be in relation to matters concerning the Company and those dealing with the Company.

4. Policy
The Company is committed to openness, transparency and accountability in all its affairs to achieve highest standards of Governance.

The Policy reinforces the Company’s approach by providing a forum to the Employees and other persons dealing with the Company to voice their concerns about suspected or actual unethical or improper practice.

5. Disqualifications
While it would be ensured that the identity of genuine Whistle Blowers are protected and they are not subject to any kind of unfair treatment, any misuse of such protection would warrant disciplinary action.

Protection under this Policy would not mean protection from disciplinary action against false or bogus allegations made by a Whistle Blower, knowing it to be false or bogus, or any reported disclosures made with a mala fide intention.

Whistle Blowers, who make three or more Reported Disclosures, which have been subsequently found to be malafide, frivolous, malicious, or reported otherwise than in good faith, will be disqualified from making further Reported Disclosures under this Policy.

6. Procedure
All Reported Disclosures should be addressed to the Compliance Officer - Mr. Niraj Mankad, Vice President – Legal & Secretarial. It should be addressed preferably through email or in writing as to ensure a clear understanding of the issues raised and not be speculative.

Postal Address:
Mr. Niraj Mankad,
Compliance Officer
Navin Fluorine International Limited
2ndSunteck Centre, 37/40 Subhash Road,
Vile Parle (East)
Mumbai – 400057

Or
Electronic Mail (E-mail): whistleblow@nfil.in

The Reported Disclosure shall include:

The name of the employee & department for internal whistle blower and name of the complainant, his/her Company name& address for external whistle blower.
The nature and facts of the Reported disclosure
The impact / effect either monetary or otherwise on the Company, if possible

The complaints of routine nature will be handled at the level of Managing Director. However, in case of serious matter, the Compliance Officer will present the Reported Disclosures involving complaints against Officers up to the level of Senior Manager to Managing Director and Dy. General Manager and above to the Audit Committee. The Managing Director or the Audit Committee, as the case may be, shall consider factors like gravity of the alleged unethical practice and its impact and accordingly appoint Investigators to further investigate.

Appropriate care would be taken to keep the identity of the Whistle Blower, confidential.

The process of investigation shall be kept confidential to the extent possible given the legitimate needs of law and the investigation. The person/s alleged to be involved in the unethical practice, shall co-operate with the Investigators during investigation. Such person/s shall have a reasonable opportunity of being heard.

No evidence shall be withheld, destroyed or tampered with, and witnesses shall not be influenced, coached, threatened or intimidated, by any employee/person.

The Investigators shall complete the investigation within 45 (forty-five) days or within such period as granted by the Audit Committee. Investigators shall submit the report to the Chairman of the Audit Committee.

Decision on the report would be taken by the Committee within 30 (thirty) days from the date of receiving Investigators Report. The Whistle Blower may appear directly before the Audit Committee in exceptional circumstances.

The decision would be communicated to the Whistle Blower and the alleged persons by the Compliance Officer.

If the Whistle Blower or the alleged employee is not satisfied with the decision communicated, then they can request for personal appearance and re-hearing before the Audit Committee.

Audit Committee shall recommend suitable action and may advise the concerned Department Head to take suitable corrective measures to avoid recurrence of such Reported Disclosure.

The Audit Committee shall decide on whether the outcome of an investigation shall be made public, keeping in view the best interest of the Company.

The Compliance Officer shall assist in all respects to the Audit Committee and the Investigators, for smooth completion of the investigation process under the policy.

7. Protection
No unfair treatment shall be given to a Whistle Blower by virtue of his/her having made a Reported disclosure under this Policy. The Company shall ensure that any kind of discrimination, harassment, victimization or any other unfair employment practice is not adopted against Whistle Blowers.

No action would be taken to obstruct the Whistle Blower’s right to continue to perform his/her duties including making further Reported Disclosures.

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 Chairman of the Audit Committee (e.g. during investigations carried out by Investigators).

Any other employee / person assisting in the said investigation shall also be protected to the same extent as the Whistle Blower.

Quality Policy +

Material Subsidiary Policy

Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions

(A) OBJECTIVE
This Policy is framed as per the requirement of the Companies Act, 2013 and revised Clause 49 (effective from October 1, 2014) of the Equity Listing Agreement entered into by the Company with the Stock Exchanges.

The Policy is intended to ensure that there is proper approval and reporting of transactions between the Company and its related parties.

The Board of Directors (the ‘Board’) of Navin Fluorine International Limited (the ‘Company’ or ‘NFIL’) has adopted the following Policy and Procedures with regard to Related Party Transactions as defined below. The Board of Directors may amend this Policy as required from time to time based on the recommendations of the Audit Committee.

(B) DEFINITIONS
All the definitions used in this policy shall have the meaning as referred to in the applicable laws and regulations including the Companies Act, 2013 and the Listing Agreement.

(C) IDENTIFICATION OF RELATED PARTIES
All Directors/KMPs are required to disclose the entities in which they or their relatives are or deemed to be interested on an annual basis/any changes during the year. Each Director and KMP of the Company shall promptly notify the Company Secretary of any material transaction or Relationship that could reasonably be expected to give rise to any conflict of interest. The Company shall maintain records as may be prescribed under the Act. The Company shall regularly verify and update Related Party list (at least once a quarter).

(D) IDENTIFICATION OF RELATED PARTY TRANSACTIONS
As a policy, Company shall periodically identify transactions falling under contracts and arrangements (as per the Applicable Law) entered into with related parties for the consent of the Audit Committee, Board of Directors and shareholders, as applicable. The Company shall report the Related Party and put the same for necessary approvals required as per the Applicable law.

(E) REVIEW OF MECHANISM OF TRANSACTIONS WITH RELATED PARTIES
For each category of transactions, the Company has framed guidelines explaining the steps to be followed to ascertain that the transactions falling under contracts and agreements with the related parties fulfil the ‘arms length’ and/or ‘ordinary course of business’ criteria. The Company while entering into related party transactions will ensure adherence with the framework guidelines and will maintain necessary documents for the same.

(F) APPROVALS FOR TRANSACTIONS WITH RELATED PARTIES
Before undertaking any transaction, the Company shall determine whether a transaction does, in fact constitute a Related Party Transaction requiring compliance with the applicable law and this policy and if so, ascertain in which of the following categories such transaction should be classified in order to determine the approval requirements:

1. All transactions with related parties which are in ordinary course of business and are concluded at arm’s length shall be entered into only after necessary approval of the Audit Committee as required under the applicable law.

2. All transactions with related parties which are not in ordinary course of business or not as per arm’s length pricing or both will be put up to Audit Committee and then for prior approval of the Board in line with the applicable Law. In case the transaction exceeds the prescribed limits/threshold under the Act, it will be also put up for prior approval of the shareholders. All Material Related Party Transactions will be carried out only after prior approval from Shareholders.

3. The Audit Committee may grant omnibus approval to related party transactions that are repetitive in nature provided the Audit Committee is satisfied about the need for such omnibus approval and that such approval is in the interest of the Company. Such omnibus approval shall specify (i) name of the related party, nature of transaction, period of transaction, maximum amount of transaction that can be entered into; (ii) the indicative base price/current contracted price and the formula for variation in the price, if any and (iii) such other conditions as the Audit Committee may deem fit. Provided that where the need for related party transaction cannot be foreseen and aforesaid details are not available, Audit Committee may grant omnibus approval for such transactions subject to their value not exceeding Rs. one crore per transaction. Audit Committee shall review on a quarterly basis the details of related party transactions entered into by the Company pursuant to
each of the omnibus approval given. Such omnibus approvals shall be valid for a period not exceeding one year and shall require fresh approvals after the expiry of one year.

4. In an unforeseen event where a related party transaction is required to be entered into between two Audit Committee Meetings, for which omnibus approval has not been given by the Audit Committee, the Audit Committee may approve such transaction by passing a Resolution by circulation.

5. Ratification, if any, of a related party transaction after its commencement or completion will be approved by the Audit Committee in exceptional circumstances only. As long as any such transaction is brought to the Audit Committee for ratification as promptly and as reasonably practical, such transaction shall not be deemed to violate this policy or be invalid or unenforceable.

6. Any Member of the Audit Committee who is interested in any contract or arrangement with a related party, such Member shall not be present at the Meeting during discussion on the subject matter.

The Company will ensure that appropriate and requisite documentation are made available to the Audit Committee/Board, as may be required by them, to demonstrate that the transactions are conducted on arm’s length basis and are in ordinary course of business.

Voting on related party transactions will be carried out in accordance with the Applicable Law.

(G) DISCLOSURES AND REPORTING
1. Disclosure will be made in the Company’s Annual Report of the particulars of the contract and arrangement along with the justification for entering into such contracts/arrangements with the Related Parties as part of the Directors’ Report.

2. This Policy will also be uploaded on NFIL’s website and a web link thereto shall be provided in the Annual Report.

3. The Company will also disclose the details of all material transactions with related parties on a quarterly basis along with the compliance report on corporate governance filed with Stock Exchanges under clause 49 of the Listing Agreement.

(H) AMENDMENTS TO THE POLICY
The Audit Committee of the Company shall review and may recommend amendments to this policy from time to time for the approval of the Board of Directors of the Company.

Any or all provisions of this policy would be subject to the revision/amendment in accordance with the Rules, Regulations, Notifications, etc. on the subject as may be issued by relevant statutory authorities, from time to time. In case of any amendment(s), clarification(s), circular(s) etc. issued by the relevant authorities, not being consistent with the provisions laid down under this policy, then such amendment(s), clarification(s), circular(s) etc. shall prevail upon the provisions hereunder and this policy shall stand amended accordingly from the effective date as laid down under such amendment(s), clarification(s), circular(s) etc.

Policy for determination of materiality of events or information

Details of Key Managerial Personnel for determining materiality of events or information – November 30, 2015

Details of Key Managerial Personnel for determining materiality of events or information – December 24, 2018

Details of Key Managerial Personnel for determining materiality of events or information –
August 11, 2022