Corporate Governance Guidelines

Introduction

Batliboi Ltd. (“BL” or the “Company”) acting on the recommendation of its Directors has adopted the following Corporate Governance Guidelines (“Guidelines”) to promote the effective functioning of the Board of Directors (the Board) and its committees and to set forth a common set of expectations as to how the Board should perform its functions.

The Board will periodically review these Guidelines in light of evolving circumstances and recommend changes to the Board as appropriate.

1. Board Mission and Responsibilities
   The Board is responsible for determining that the Company is managed in such a way to ensure this result while adhering to the laws of the jurisdictions within which it operates and observing high ethical standards. The Board has the responsibility to ensure that in good times, as well as difficult ones, management is capably executing its responsibilities. The Board recognizes that stockholders’ long-term interests will be advanced by responsibly addressing the concerns of other stakeholders essential to the Company’s success, including customers, employees, suppliers, government officials and the public at large.
   
   The business of the Company is conducted by Key Managerial Personnel (KMP’s) under the oversight of the Board. The roles of the Board and KMP’s are related, but distinct. The Company’s business strategy is developed and implemented under the leadership and direction of the Managing Director (the “MD”) by its officers and other employees.
   
   In performing its general oversight function, the Board reviews and assesses the Company’s strategic and business planning as well as KMP’s approach to addressing significant risks and challenges facing the Company. As part of this function, the Board reviews and discusses reports regularly submitted to the Board by KMP’s with respect to the Company’s performance, as well as significant events, issues and risks that may affect the business or financial performance. In performing its oversight function, the Board and its members will maintain frequent, active and open communication and discussions with the MD.
   
   
2. Board Membership Criteria
   The Board is responsible for reviewing, on an annual basis, the appropriate skills, relevant expertise, required for Board members considering current Board composition and Company circumstances.
   
   Candidates for election to the Board must be able to make a significant contribution to the Board’s discussion and decision making concerning the broad array of complex issues facing the Company. In assessing potential Board candidates, the board seeks to consider individuals with a broad range of business experience and backgrounds. Potential Board candidates who satisfy our priorities are further evaluated based upon criteria that include:
   • Their demonstrated global business and social perspective, personal integrity, and sound business judgment;
   • Expertise and experience gained in organizations that would complement or expand that of the current directors;
   • Their demonstrated commitment to the highest ethical standards and values of the Company;
   • Their ability to take into account and balance the legitimate interests and concerns of all our stockholders and other stakeholders effectively, consistently, and appropriately;
   • The ability and willingness to devote sufficient time and energy in carrying out their duties and responsibilities.
   • They shall not be disqualified under Section 164 and shall disclose their concern or interest under Section 184 of the Companies Act, 2013

   Independent Director
   As per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, where the Company does not have a regular non-executive Chairman, at least half of Board of directors should comprise of independent directors and who shall in addition to those requirements specified above shall also fulfill the criteria specified in Section 149 (6) of the Companies Act, 2013 and Rules thereon, and Regulation 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

3. Director Orientation
   All new Directors must participate in the Company’s director orientation program, which is generally conducted promptly after the meeting at which a new director is elected. The Board oversees an orientation process developed by management to familiarize new directors with the Company’s business and strategic plans, significant financial matters, core values including ethics, compliance programs, corporate governance practices, and other key policies and practices through a review of background material and meetings with senior management and visits to factory sites.
   
   
4. Performance evaluation of independent and non-executive directors
   With reference to the evaluation mechanism of independent directors, it is worthwhile to see the provision on this subject, since the independent and non-executive directors are not involved on day to day operation of the company. It is required that the performance evaluation of the independent and non-executive director should include an assessment of the individual’s continuing commitment to the role, in terms of commitment of time for board and committee meetings and other duties. Following list of questions which would be of use for the assessment of each of the independent and non executive director. The questions are as under:-
   1. How well prepared and well informed the non executive directors for board meetings?
   2. Is the attendance of non executive directors at meetings satisfactory?
   3. Do the non executive directors show willingness to spend time and effort learning about the company and its business?
   4. What has been the quality and value of independent and non executive director’s contributions at board meetings?
   5. What has been their contribution to the development of
        (i) Strategy and (ii) risk management
   6. How successfully the non executive directors brought their knowledge and experience to bear in the consideration of strategy?
   7. Where necessary, how resolute are they in holding to their views and resisting pressure  from others?
   8. How effectively have they followed up matters about which they have expressed concern?
   9. How good are their relationship with other board members, the company secretary and senior management?
   10. How actively and successfully do they refresh their knowledge and skill?
   11. Are they up-to-date with the latest developments in areas such as the corporate governance framework and financial reporting and in the industry and market conditions?
   12. How well do they communicate with other board members, senior management and others?  (e.g. shareholders)
   13. Can they present their views convincingly, yet diplomatically?
   14. Do they listen to the views of others?
       
       
5.   Performance evaluation of the Chairperson
   The independent directors should be responsible for the performance evaluation of the chairperson. They should also taken into account the views of the executive/other directors on the board. The listed five pointed questions about matters relating to the chairperson would be relevant to assess the performance.
   1. Is the chairman demonstrating effective leadership of the board?
   2. Are relationships and communications with shareholders well managed?
   3. Are relationships and communications within the board constructive?
   4. Does the process for setting the agenda for board meetings work well? Are board members able to raise issues and concerns?
   5. Is the company secretary being used effectively and to maximum value?
      
      
6. Positive attributes:
   

   The person to be appointed as a Director of the Company shall not only possess the relevant formal qualifications and experience but shall also possess attributes like high standards of ethics, personal integrity and proven track record and shall demonstrate commitment to the organization.

   For assessing integrity and suitability features like criminal records, financial position, and civil actions initiated to pursue personal debts, refusal of admission to or expulsion from professional bodies, sanctions applied by regulators or similar bodies, previous questionable business practices etc. shall be considered.

7. Diversity

   Each person will bring his or her own personal and professional contacts and life experiences to their service on the board. With a diversity of gender, experience, expertise, and perspectives on the Board builds a stronger position to face opportunities and challenges.