Effective Corporate Governance practice is about commitment to values, ethical business conduct and constitutes strong fundamentals on which a successful commercial enterprise is built to last. The Corporate philosophy of the Company is to promote corporate fairness, transparency and accountability with the objective of maximizing long term value for all stakeholders. Corporate Governance norms of the Company are dynamic in nature and the Company constantly endeavors to improve on these aspects.
Shemaroo is committed to maintain the highest standards of Corporate Governance and continues to lay a strong emphasis on transparency, accountability and integrity.
The Principles of Corporate Governance at Shemaroo are grounded on the following:
- Ensuring the constitution of Board of Directors at all times represents an appropriate mix of executive, non-executive and independent directors, and of optimum size, with diversified experience.
- Constitution of Committees of the Board of Directors, like, Audit Committee, Stakeholders' Relationship Committee, Nomination and Remuneration Committee, Corporate Social Responsibility (CSR) Committee, Executive Committee, in compliance with the provisions of the applicable laws, as amended, to enable the Board of Directors to discharge their functions effectively.
- Adoption and adherence to the adopted code of conducts by all related parties for a good Corporate Governance.
- Proactive compliance with all applicable Rules and Regulations, as amended.
- Dissemination of all material information concerning the Company to the stakeholders of the Company in a timely manner.
- A comprehensive and robust system of risk management and internal control.
Code of Practices and Procedures for Fair Disclosure of Unpublished
Price Sensitive Information
Our Company has formulated the 'Code of Practices and Procedures for Fair Disclosure
of Unpublished Price Sensitive Information' pursuant to SEBI (Prohibition of Insider
Trading) Regulations, 2015. The objective of this Code is to frame procedures for
ensuring timely and adequate disclosure of unpublished price sensitive information
to the stock exchanges, to investors and various other stakeholders of the Company.
Terms and Conditions of Appointment of the Independent Directors
Our Company has formulated the Terms and Conditions of appointment of Independent Directors, to comply with Schedule IV to the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The appointment process of Independent Directors is independent of the company management. During selection process, the Board ensures that there is appropriate balance of skills, experience and knowledge in the Board so as to enable the Board to discharge its functions and duties effectively.
Policy for Determining 'Material Subsidiaries'
Our Company has formulated the policy for determining "Material Subsidiaries", to comply with Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015, as amended from time to time. The Board of Directors of the Company has adopted this Policy upon the recommendation of the Audit Committee and the said Policy includes process of Determination of Material Subsidiary in compliance with the regulatory requirements and to provide governance framework for such subsidiaries of the Company.
Familiarization programme for Independent Directors
Our Company shall familiarize the Independent Directors with the Company, their
roles, rights, responsibilities in the Company, nature of the industry in which
the Company operates, business model of the Company, etc., through various programmes.
Corporate Social Responsibility
Our Company has formulated the Corporate Social Responsibility policy in consonance
with Section 135 of Companies Act, 2013 and the Companies (Corporate Social Responsibility)
Rules, 2014. Shemaroo is committed to operate and grow its business in a socially
Code of Conduct for Board of Directors and Senior Managerial Personnel of the Company.
The Company believes that a good Corporate Governance Structure would not only encourage value creation but also provide accountability, highest standards of business ethics and control systems commensurate with the risks involved. This Code sets forth legal and ethical standards of conduct for Directors and Senior Managerial Personnel (comprising all members of core management team one level below the executive Directors and all the functional heads) of Shemaroo Entertainment Limited and ensures compliance with legal requirements under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Code of Independent Directors
Our Company has adopted this Code as this shall be utilized as a guide to professional
conduct for independent directors. The Code has been framed under the provisions
of Section 149 (8), read with Schedule IV of the Companies Act, 2013 and other applicable
provisions, if any. Adherence to these standards by independent directors and fulfillment
of their responsibilities in a professional and faithful manner will promote confidence
of the investment community, particularly minority shareholders, regulators and
companies in the institution of independent directors.
Whistle Blower Policy / Vigil Mechanism
Our Company has adopted Whistle Blower Policy/Vigil Mechanism to comply with the
regulatory requirements and to provide a framework to promote responsible and secure
whistle blowing. This policy helps to protects employees wishing to raise a concern
about serious irregularities within the Company. This mechanism provides for adequate
safeguards against victimization of persons who use such mechanism.
Policy on dealing with Related Party Transactions
Our Company recognizes that Related Party Transactions may have potential or actual conflicts of interest and may raise questions whether such transactions are consistent with the Company's best interests and in compliance to the provisions of the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. The Board of Directors of the Company has adopted this Policy upon the recommendation of the Audit Committee and the said Policy sets out a framework for identification of related parties, manner of dealing and approval of Related Party Transactions, the proper conduct and documentation of all Related Party Transactions in compliance with the requirements of Section 188 of the Companies Act, 2013 and Regulation 23 of the Listing Regulations.
Code of Conduct for Prevention of Insider Trading.
The Company endeavors to preserve the confidentiality of unpublished price sensitive information and to prevent misuse of such information. Accordingly, our Company has formulated the 'Code of Conduct for Prevention of Insider Trading ' pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015. The objective of the Code is to regulate, monitor and report trading by Designated Persons towards achieving compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015.
Risk Management Policy
Our Company has adopted the policy and procedures with regard to risk management. This policy helps to identify the risks inherent in any business operations of the Company and provides guidelines to define, measure, report, control and mitigate the identified risks. The main objective of this Policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the Company’s business. In order to achieve the key objective, this Policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.
Policy for determining Materiality of an Events / Information
Our Company has formulated the policy for determining Materiality of an Events / Information pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular CIR/CFD/CMD/4/2015 dated September 09, 2015. The Board of Directors of the Company has adopted this Policy with an objective to lay down the criteria and procedure for determination of materiality of events / information and to ensure that such information is adequately disseminated to the Stock Exchanges(s) where the securities of the Company are listed in pursuance with said Regulations and to provide an overall governance framework for such determination of materiality.
Our Company has adopted Archival Policy in terms of Regulations 30(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, with an objective of protection, maintenance and archival of the Events or Information disclosed to the stock exchange(s) which are also hosted on the website of the Company and making such information accessible to the general public for taking well-informed decisions.
Policy on Preservation of Documents
Our Company has approved the Policy for Preservation of Documents /Records as per Regulation 9 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) with an objective for safekeeping of the Records / Documents from getting manhandled, while at the same time avoiding superfluous inventory of Documents.