AGARWAL FORTUNE INDIA LIMITED

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INVESTOR RELATION

AGARWAL FLOAT GLASS INDIA LIMITED (“Company”) is committed to having high corporate governance and compliance, with ethical behavior, and open communication.

Accordingly, and in compliance of applicable laws, the Company has established a vigil mechanism for its Directors and employees to report genuine concerns and formulated this ‘Whistle Blower Policy’, providing a neutral and unbiased forum for any Director or employees of the Company to voice concerns in a responsible and effective manner, if they discover information, which they believe shows malpractice, impropriety, abuse or violation of code of conduct, without fear of reprisal.

Section 177 of the Companies Act, 2013 and Regulation 22 of the Securities and Exchange Board of India Listing Obligations and Disclosure Requirements Regulations, 2015 inter alia provide that all listed companies shall formulate a vigil mechanism for employees and directors to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Code of Conduct of the Company.

This policy aims to determine the materiality of Related Party Transactions (‘RPTs’) and to deal with RPTs of AGARWAL FLOAT GLASS INDIA LIMITED (the ‘Company’).

This policy is prepared in accordance with Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ‘Listing Regulations’) as amended and Section 177 and 188 of the Companies Act, 2013 (the ‘Act’) read with the Rules made thereunder.

In compliance with Regulation 9 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Board of Directors (“Board”) of AGARWAL FLOAT GLASS INDIA LIMITED (“Company”)has approved the following Policy For Preservation of Documents (“Policy”) for the Company. The Policy shall be applicable on preservation of documents / records maintained by the Company either in Physical Mode or Electronic Mode (hereinafter referred to as “Documents”).

1. Purpose

The purpose of this Policy is to ensure that the all the necessary documents and records of the Company are adequately protected and preserved as per the statutory requirements and to ensure that the records of the Company which are no longer needed or are of no value are discarded after following the due process for discarding the same.

2. Administration

The Initial Schedule for maintenance, preservation and disposal of the Documents. The Company may preserve the Documents in electronic mode too.The Chief Financial Officer, Head of the Departments who are responsible for relevant areas of the Company’s operations (“Responsible Officers”) shall be in-charge of administration of this Policy and the implementation process and procedures to ensure that Documents Preservation Schedule is followed. The Documents Preservation Schedule may be modified / supplemented from time to time to ensure that it is in compliance with local, State and Central Laws and monitor compliance with this Policy. The Board shall also have the right to withdraw and / or amend any part of this Policy or the entire Policy, at any time, as it deems fit, or from time to time, and the decision of the Board in this respect shall be final and binding. In the event of any contradiction in the Documents Preservation Schedule and the statutory provisions, the period provided for in the statutory provisions shall prevail.

3. Adherence of the Policy by the employees:

The Company expects from its Responsible Officers to understand and fully comply with this Policy and schedules, provided however that if it is believed, or the Company informs otherwise, that Company records are relevant to litigation, or potential litigation (i.e., a dispute that could result in litigation), then the same be preserved until the Responsible Officers / Legal Department determines the records are no longer needed. That exception supersedes any previously or subsequently established destruction schedule for those records. If any employee believes that exception may apply, or have any question regarding the possible applicability of that exception, please contact the Responsible Officers / Legal Department.

Further, in the event that the Company is served with any legal or statutory notice for any Document(s) from any of the statutory authorities or any litigation / proceeding is commenced by or against the Company, than the disposal of documents which are subject matter of such notice or litigation, etc. shall be suspended till such time the matter is settled or resolved or disposed of. The Responsible Officers / Legal Department shall immediately inform relevant employees of the Company for suspension of further disposal of Documents. This Policy shall be posted on the website of the Company.

4. Procedure for disposal of Documents

The Responsible Officers may direct the relevant employees from time to time to destroy the Documents which are no longer required. The details of the Documents destroyed by the Company shall be recorded in the Register for Disposal of Records to be kept by employees.

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TERMS AND CONDITIONS OF APPOINTMENT OF INDEPENDENT DIRECTORS

The terms and Conditions of the appointment, which shall, in any event be subject to the provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) and the Articles of Association of the Company, are set out below.

The broad terms and conditions of their appointment as Independent Directors are reproduced hereunder:

Terms of Appointment

1. The appointment will be for the period mentioned against their respective names (“Term”). The Company may remove Independent Directors prior to completion of the Term subject to compliance of relevant provisions of the Companies Act 2013 and Articles of Association of the Company.

2. In compliance with provision Section 149(13) of the Companies Act, 2013, Independent Directors are not liable to retire by rotation.

3. Re-appointment at the end of the Term shall be based on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the Board and the shareholders. The re-appointment would be considered by the Board based on the outcome of the performance evaluation process and the directors continuing to meet the independence criteria.

4. The directors may be requested to be a member / Chairman of any one or more Committees of the Board which may be constituted from time to time.

5. The appointment may be terminated in accordance with the provisions of the Articles of Association of the Company or on failure to meet the parameters of independence as defined in Section 149(6) or Listing Regulations or on the occurrence of any event as defined in section 167 of the Companies Act, 2013. Upon termination or upon resignation for any reason, duly intimated to the Company, Independent Directors will not be entitled to any compensation for loss of office.

Time Commitment

By accepting the appointment, the Independent Director confirms that he / she will be able to allocate sufficient time to perform his/her duties as a director and attend meetings of the Board or any committee thereof. In addition to such attendances, Independent Director will be expected to devote appropriate preparation time ahead of each meeting.

Training and Development:

1 The Independent Director will be invited to attend ongoing training and familiarization sessions for Directors including site visits.

2 The Board members are provided with necessary documents / brochures, reports and internal policies to enable them to familiarize with the Company’s procedures and practices.

3 Periodic presentations are made at the Board and Committee meetings, on business and performance updates of the Company, global business environment, business strategy and risks involved.

4 Quarterly updates on relevant statutory changes and landmark judicial pronouncements encompassing important laws are regularly circulated to Directors.

The Investor Relations web site is solely for information purposes and should not be construed as a solicitation. Although this material (including the financial projections) has been prepared using information we currently believe reliable, The Company does not take responsibility for any errors and omissions pertaining to the inherent risks and uncertainties of the material presented.

We ask that you exercise your own judgement in assessing this material. The company is not responsible for any losses that may arise from investment decisions based on the forecasts and other numerical targets contained herein.