INTRODUCTION:-

The Companies Act, 2013 mandates the Board Evaluation i.e. evaluation of the performance of

  • The Board as a whole
  • individual directors (including independent directors and Chairperson)
  • various Committees of the Board

PATANJALI AYURVED LIMITED

wants to conduct its affair in fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior. The honesty, integrity and sound judgment and performance of the Directors and the Senior Management are key criteria for the success and for building a good reputation of the Company also it can help Management/employees to increase their commitment towards the organization.

Therefore, the Company has made this policy to comply with the formal annual evaluation made by the Board of Directors of its own performance (self-appraisals) and that of its committees and individual Directors as mentioned under the provisions of 134(3)(p) of the Companies Act, 2013. The Nomination & Remuneration Committee shall evaluate the performance of each Board of Director as per subsection (2) of Section 178 and based on the functions of the Board of Directors as indicated under Schedule IV (as per section 149) annexed to the Companies Act, 2013 and the Rules made there under.

OBJECTIVE:

This Policy aims to:

  1. Ensure compliance of the applicable provisions of the Companies Act, 2013 (as amended or re-enacted from time to time) relating to the evaluation of performance of the Directors and the Board.
  2. Manage the affairs of the company in transparent manner.
  3. To adopt the ethical business policies.
  4. To strive for promoting healthy competition in the market and thereby to sustain the interest of the consumers.
  5. To implement good corporate governance.

DEFINITIONS:

  1. “The Act” means the Companies Act, 2013 and the rules made thereunder;
  2. The Company” means “Patanjali Ayurved Limited”;
  3. The Director” or “The Board”, in relation to the Company, means and deemed to include the collective body of the Board of Directors of the Company including the Chairman of the Company;
  4. The Independent Director” means an Independent Director as defined under section 2(47) to be read with section 149 (5) of the Act.
  5. The Policy” or “This Policy” means the Policy for evaluation of performance of the Directors, Chairperson, entire Board and Committees thereof and Key Managerial Personnel and Senior Executives of the Company as per the requirements of the Act.
  6. The Committee” or “this Committee” means the Nomination and RemunerationCommittee of the Board of Directors formed under the provisions of Section 178 of Companies Act, 2013.
  7. Key Managerial Personnel’ (KMP) means:
  • Chief Executive Officer and / or Managing Director and / or Manager;
  • Whole-time Director;
  • Chief Financial Officer;
  • Company Secretary;
  • Such other officer as may be prescribed

EVALUATION FACTOR:

  1. The Nomination and Remuneration Committee (NRC) shall carry out the evaluation of performance of every Director. Evaluation performance should be carried out atleast once in a year or within such other period as Board deemed fit.
  2. Independent Directors in their meeting will review the performance of non-independent directors, performance of the Chairperson of the company and the Board as a whole. Assess the quality, quantity and timeliness of flow of information between the company management and the Board.
  3. The evaluation of performance of the Independent Directors (IDs) shall also be carried out by the entire Board of Directors excluding the Director being evaluated.
  4. Criteria for evaluating performance of Director:
  • Participation in Board meetings or Committee thereof,
  • Contribution to strategic decision making,
  • Efforts for Risk mitigation.
  • Review of business performance and contribution in improving the same.
  • Contribution to the enhancement of brand image of the Company.
  1. Setup benchmark for Individual Director, Board as a whole and committees thereof, as per industry policy.
  2. Evaluation performance should be carried out atleast once in a year or within such other period as Board deemed fit.

PROCESS OF EVALUATION:

The process of evaluation is generally elaborate, stretching across pre-evaluation, evaluation

and post- evaluation processes including, inter alia, the following:

  • Identifying the objectives of evaluation
  • Criteria of evaluation
  1. BOARD AS A WHOLE
Structure of the Board:

 

Ø Competency of directors

Ø Experience of directors

Ø Mix of qualifications

Ø Diversity in Board under various parameters

Ø Appointment to the Board

Meetings of the Board:

 

Ø Regularity of meetings

Ø Frequency

Ø Logistics

Ø Agenda

Ø Recording of minutes

Ø Dissemination of information

 

 

Introduction:

Patanjali is working towards a better nation, healthier society and wealthier farmers. It personifies the essence of Corporate Social Responsibility because profits of Patanjali Ayurved Ltd are not for any individual but are for the betterment of the society. This theme is reflected in the every aspect of our working and management. Our focus area are education and healthcare.

CSR Budget:

The total budget for the CSR projects is decided by the CSR Committee in accordance with applicable provisions of the Act and the CSR Rules.

Activities:

  • Acharyakulam
  • Kushthrogi
  • Research and development
  • Patanjali Gramodyog
  • Patanjali Food Research

Focus Area:

  • Modern Education through Gurukul System
    1. For girl child
    2. For poor students
  • Healthcare
    1. Ayurved Facilities
    2. Research and Development

Monitoring Mechanism:

To ensure transparency and effective implementation of the CSR programs undertaken by PAL, a robust monitoring mechanism will be instituted, providing for periodic monitoring at multiple hierarchies using following indicative means:

  • Monthly Progress Report
  • Quarterly Progress Report
  • Video Conferencing
  • Site Visits
  • Documentary evidence including photographs, films and videos.
  • Other in – house monitoring mechanisms, as determined by Work Centre CSR Review Committee/CSR Task Force at Corporate Office.

Approach:

  • Working through trusts, societies established by Patanjali Ayurved Ltd.
  • Collaborating with various organization, registered as Trust or Section 8 company under the Companies Act, 2013 or Society or NGOs or any other form of non-profit entity incorporated in India that specialize in activities covered under our focus area.
  • Contribution to various funds which are aligned with our Vision and Mission e.g.
    • Prime Minister’s National Relief Fund
    • Any other fund set up by the Central Government for :
      • socio-economic development and relief.
      • for the welfare of Scheduled Castes, the Scheduled Tribes, other Backward classes, minorities and women.

INTRODUCTION:

Internal control is a technique used by managers/Top Mangement to help an organization achieve these objectives. Internal Control Process of Patanjali Ayurved Limited is to provide reasonable assurance that Company achieves its objectives in the following categories:

1) Reliability of financial reporting

2) Effectiveness and efficiency of operations,

3) Compliance with applicable laws and regulations.

INTERNAL CONTROL – METHODS

  • Authorization of transactions – review of particular transactions by an appropriate person.
  • Segregation of duties – separating authorization, custody, and record keeping roles to prevent fraud or error by one person.
  • Retention of records – maintaining documentation to substantiate transactions.
  • Supervision or monitoring of operations – observation or review of ongoing operational activity.
  • Physical safeguards – usage of cameras, locks, physical barriers, etc. to protect property.
  • Top-level reviews-analysis of actual results versus organizational goals or plans, periodic and regular operational reviews, metrics, and other key performance indicators (KPIs).
  • IT general controls – Controls related to: a) Security, to ensure access to systems and data is restricted to authorized personnel, such as usage of passwords and review of access logs; and b) Change management, to ensure program code is properly controlled.
  • Setting budgets to establish the criteria for expected state of affairs of the Company.
  • Determining the risks associated with the operations and activities of the Company and taking effective measures to control the same.
  • Complying with the Risk Management Policy, Policy for Prevention of Fraud, Related Party Transaction Policy so as to ensure the effective control.

RESPONSIBILITY OF MANAGEMENT

  • Planning
  • Organizing
  • Directing
  • Controlling

FRAMEWORK

The Board recognises its responsibilities to present a fair, balanced and understandable assessment of Company’s Position and prospects. The Board has accountability for reviewing and approving the effectiveness of internal controls operated by the Company, including financial, operations and compliance controls and risk management.

The Managing Director / Directors of the Company has overall responsibility for designing and implementing effective internal control. More than any other individual, they set the “tone at the top” that affects integrity and ethics and other factors of a positive control environment and for fulfilling this duty they provide leadership and direction to Head of Department.

Head of Department, in turn, assign responsibility for establishment of more specific internal control policies and procedures to personnel responsible for the department functions.

Every Employee in an organization has the responsibility for internal control to some extent. All employees produce information used in the internal control system or take other actions needed to affect control. Also, all personnel are responsible for communicating to seniors about the problems in operations, noncompliance with the code of conduct / applicable laws, or other policy violations or illegal actions.

ADDITIONAL MEASURES

1. Audit committee

The audit committee, performs the following functions :

  • Review and monitor the auditor’s independence and performance, and effectiveness of audit process;
  • Examination of the financial statement and the auditors’ report thereon;

(iii) Approval or any subsequent modification of transactions of the company with related parties;

(iv) Scrutiny of inter-corporate loans and investments;

(v) Valuation of undertakings or assets of the company, wherever it is necessary;

(vi) Evaluation of internal financial controls and risk management systems;

(vii) Monitoring the end use of funds raised through public offers and related matters.

Audit Committee is also monitoring the adequacy of the internal controls of the Company.

Internal & Statutory Audit

The Internal auditors and statutory auditors of the Company also measure the effectiveness of internal control through their efforts. They assess whether the Methods of controls are properly designed, implemented and working effectively, and make recommendations to the management for improving the Internal Control System. They will provide reasonable assurance that internal controls involved in the financial reporting process are effective, They are required to opine on the internal controls of the company and the reliability of its financial reporting.

IMPLEMENTATION

The Committee may issue guidelines, procedures, formats, reporting mechanism and manuals in supplement and for better implementation of this policy as considered appropriate.

The Committee may Delegate any of its powers to one or more of its members.

INTRODUCTION:

This Nomination and Remuneration Policy is being formulated in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto to consider human resources as its invaluable assets, to pay equitable remuneration to all Directors, Key Managerial Personnel (KMP) and employees of the Company, to harmonize the aspirations of human resources consistent with the goals of the Company. This policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Nomination and Remuneration Committee (NRC or the Committee) and has been approved by the Board of Directors.

Applicability

The Policy is applicable to

  • Directors
  • Key Managerial Personnel
  • Senior Management Personnel

DEFINITIONS

i. Board means Board of Directors of the Company.

ii. Directors mean Directors of the Company.

iii. Committee means Nomination and Remuneration Committee of the Company as constituted or reconstituted by the Board.

iv. Company means Patanjali Ayurved Limited.

v. Independent Director means a director referred to in Section 149 (6) of the Companies Act,2013.

vi. Key Managerial Personnel (KMP) means-



(i) Executive Chairman and / or Managing Director / Chief Executive Officer or Manager;

(ii) Whole-time Director;

(iii) Chief Financial Officer;

(iv) Company Secretary;

(v) Such other officer as may be prescribed under the applicable statutory provisions / regulations.

(vi)mean the personnel of the company who are members of its core



Management team excluding Board of Directors comprising all members of management, one level below the Executive Directors, including the functional heads.

OBJECTIVES

i.) To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors and persons who may be appointed in Senior Management and Key Managerial positions and to determine their remuneration.

ii) To Recommend remuneration based on the Company’s size and financial position and trends and practices on remuneration prevailing in peer companies.

iii) To carry out evaluation of the performance of Directors, as well as Key Managerial and Senior Management Personnel.

iv) To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

EFFECTIVE DATE:

This policy shall be effective from 27.03.2017.

CONSTITUTION

The Constitution of the Nomination and Remuneration Committee has been amended and is comprises of following Directors:



1. Mr. Rakesh Mittal- Chairman (Independent Non – Executive Director)

2. Mr. Ajay Arya – Member (Independent Non – Executive Director)

3. Ms. Sumedha – Member (Independent Non – Executive Director)



The Board has the power to reconstitute the Committee consistent with the Company’s policy and applicable statutory requirement.

General

  • This Policy is divided in three parts:
  • Part – A covers the matters to be dealt with and recommended by the Committee to the Board,

    Part – B covers the appointment and nomination and

    Part– C covers remuneration and perquisites etc.

  • The key features of is Company’s policy shall be included in the Board’s Report

PART – A

MATTERS TO BE DEALT WITH, PERUSED AND RECOMMENDED TO THE BOARD BY THE NOMINATION AND REMUNERATION COMMITTEE

The Committee shall:

i.) Formulate the criteria for determining qualifications, positive attributes and independence of a director.

ii) Identify persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in this policy.

iii) Recommend to the Board, appointment and removal of Director, KMP and Senior Management Personnel.

iv)To carry out evaluation of Director’s performance.

v) To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable.

vi)To perform such other functions as may be necessary or appropriate for the performance of its duties.

PART – B

POLICY FOR APPOINTMENT AND REMOVAL OF DIRECTOR, KMP AND SENIOR MANAGEMENT

Appointment criteria and qualifications:

1. The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment.

2. A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position.

3. The Company shall not appoint or continue the employment of any person as Whole time Director / Managing Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

Term / Tenure:

1. Managing Director/Whole Time Director:

The Company shall appoint or re-appoint any person as its Managing Director, or Whole Time Director for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

2. Independent Director:

i.) An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board’s report.

ii) No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of five years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

iii) At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director serves is restricted to seven listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Whole-time Director of a listed company.

Evaluation:

The Committee shall carry out evaluation of performance of every Director, KMP and Senior Management Personnel at regular interval (yearly).

Removal:

Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made thereunder or under any other applicable Act, rules and regulations, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the said Act, rules and regulations.

Retirement:

The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Companies Act, 2013 and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position / remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

PART – C

POLICY RELATING TO THE REMUNERATION FOR THE WHOLE-TIME DIRECTOR, KMP AND SENIOR MANAGEMENT PERSONNEL

General:

1. The remuneration / compensation / commission etc. to the KMP and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval. The remuneration / compensation / commission etc. shall be subject to the prior/post approval of the shareholders of the Company and Central Government, wherever required.

2. Appraisals to the existing remuneration / compensation structure may be recommended by the Committee to the Board and appraisals will be effective from the date as may be approved by the Management from time to time.

3. Where any insurance is taken by the Company on behalf of its Managing Director , Chief Financial Officer, the Company Secretary and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.



REMUNERATION TO WHOLE-TIME / EXECUTIVE / MANAGING DIRECTOR, KMP AND SENIOR MANAGEMENT PERSONNEL:

The Remuneration/ Commission etc. to be paid to Managing Director / Whole-time Directors, etc. shall be governed as per provisions of the Companies Act, 2013 and rule made there under or any other enactment for the time being in forceThe Whole-time Director / Managing Director shall not be eligible for any monthly remuneration, However The Nomination and Remuneration Committee shall make such recommendations to the Board of Directors, as it may consider appropriate with regard to remuneration to Managing Director / Whole-time Directors.

REMUNERATION TO NON- EXECUTIVE / INDEPENDENT DIRECTOR:

1. Remuneration:

No remuneration shall be paid to any of the Non-Executive Directors / Independent Directors of the Company.

2. Sitting Fees:

The Non- Executive / Independent Director will not receive any remuneration by way of fees for attending meetings of Board or Committee thereof.

3. Stock Options:

An Independent Director shall not be entitled to any stock option of the Company.

IMPLEMENTATION

The Committee may issue guidelines, procedures, formats, reporting mechanism and manuals in supplement and for better implementation of this policy as considered appropriate.

The Committee may Delegate any of its powers to one or more of its members.

TITLE AND COMMENCEMENT

Our Company is committed in providing work environment that ensures every employee is treated with dignity and respect and afforded equitable treatment.


The Company is also committed to promoting a work environment that is conducive to the professional growth of its employees and encourages equality of opportunity.


The Company will not tolerate any form of sexual harassment and is committed to take all necessary steps to ensure that its employees are not subjected to any form of harassment.

OBJECTIVE

This policy has been framed with a view to:

  • Promote a workplace based on equality & respect.
  • Provide a safe and congenial work environment.
  • Awareness & sensitization about sexual harassment at the workplace.
  • Prevent sexual harassment.
  • Provide formal and informal mechanism for redressal in case of complaint of sexual harassment at the workplace.
  • Define the implications and outcome of sexual harassment.
  • Ensure protection against retaliation to complainants, witnesses, committee members and other employees involved in prevention and complaint resolution.


SCOPE

This Policy shall apply to all persons employed at the workplace for any work of regular, temporary, ad hoc or daily wage basis, directly or through an agent / contractor, including persons working on a voluntary basis and also apprentices, trainees, probationers, agent, including consultants of the Company. The Company will not tolerate sexual harassment if engaged in by clients, suppliers or by any other business associates.

The workplace includes:

  • All offices or other premises where the Company’s business is conducted.
  • All company-related activities performed at any other site away from the Company’s premises.
  • Any social, business or other functions where the conduct or comments may have an adverse impact on the workplace or workplace relations.

DEFINITIONS

SEXUAL HARASSMENT AND SEXUALLY ORIENTED BEHAVIOUR:

‘Sexual Harassment’, includes any unwelcome sexually determined behaviour, direct or by implication, and includes physical contact and advances, a demand or request for sexual favours, sexually coloured remarks, showing pornography, any other unwelcome physical, verbal or non verbal conduct of a sexual nature. Sexually Oriented behaviour shall mean and include but not limited to the following:

Physical Contact or advances

A demand or request for sexual advances

Making sexually coloured remarks

Showing pornography

Any other unwelcome physical, verbal or non-verbal conduct of sexual nature. “Unwelcome sexually determined behavior” includes but is not limited to:

Subjecting another person to an unwelcome act of physical intimacy including grabbing, brushing, touching, including sexual flirtations, advances or propositions.

Making any unwelcome remark with sexual connotations like sexually explicit, remarks, cracking jokes or using sentences with sexual connotations or making sexist remarks etc.

Showing any sexually explicit visual material in the form of pictures / cartoons / pin-ups/ calendars / screen-savers on computers / any offensive written or electronic material /including pornographic.

Engaging in any other unwelcome conduct of a sexual nature, verbal or even nonverbal, staring to make the other person uncomfortable, making offensive gestures, etc.

Sending unwelcome communication of a sexual nature, through e-mail, letter, mobile technology or any other form of written or electronic communication, exhibiting conduct of a sexual nature.

Making an unwelcome demand or request whether directly or by implication for sexual favours and/or making it a condition of employment / payment of wages / increments /promotion / preferential treatment / threat to detrimental treatment in employment /threat to current or future employment status or similar act.

Where a Supervisor requests sexual favours from a junior (or any other person) in exchange for actual or promised job benefits such as favourable reviews, salary increases, promotions, increased benefits or continued employment or threatens to terminate any such person for non-co-operation.

Where a boss or other senior person intrudes into the private life of employees or persistently asks them out.

Where any employee(s) make(s) sexual epithet, jokes, written or oral references to sexual conduct, and/or gossip regarding one’s sex life, comments on an individual’s body, comments about an individual’s sexual activity, deficiencies or prowess in an attempt to humiliate or make another person uncomfortable.

Behaviour which creates an environment that is intimidating, hostile, offensive, humiliating for women employee.

WORKPLACE:

Any place where working relationship and/or employer-employee relationship between the company and the person exists. This includes our premises (including transit houses & guest houses) and any place visited by the employee arising out of or during the course of employment including transportation provided by the employer for undertaking such a journey.

AGGRIEVED WOMAN:

In relation to workplace, a woman of any age whether employed or not, who alleges to have been subjected to any act of sexual harassment by the Respondent.

RESPONDENT:

Against whom the aggrieved woman has made a complaint

“Sexual Harassment” should not be confused with simple friendly behaviour, if these are mutually desired and accepted. The difference between friendly behaviour and sexual harassment is that sexual harassment is an unwelcome act.

PREVENTION OF SEXUAL HARASSMENT

No person shall be subjected to sexual harassment at any work place

The following circumstances among other circumstances if it occurs or is present in relation to or connected with any act or behaviour of sexual harassment may amount to sexual harassment:

(i) implied or explicit promise of preferential treatment in the persons employment/ promotion; or

(ii) implied or explicit threat of detrimental treatment in the persons employment/ promotion; or

(iii) implied or explicit threat about the persons present or future employment/ promotion status; or

(iv) interferes with work or creating an intimidating or offensive or hostile work environment for the persons; or

(v) Humiliating treatment likely to affect the persons health or safety.

RIGHTS AND RESPONSIBILITIES OF EMPLOYEES

Every Employee shall be entitled to a work environment with dignity and free from sexual harassment.

Every Employee shall be entitled to complain against Sexually Oriented Behaviour to which he/she was subject to or which was targeted at him/her, to the Internal Complaints Committee or to the Chairperson or any other Member of the Internal Complaints Committee established under this policy, as the case may be.

Every Employee shall promptly report any incident of Sexual Harassment that comes to his/her knowledge to the member of Internal Complaints Committee or to the Official, if designated by the Chairperson of the Internal Complaints Committee as the case may be.

THE INTERNAL COMPLAINTS COMMITTEE

An Internal Complaints Committee is formed in pursuance to the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act 2013. The names and contact details of the members of the Internal Complaints Committee (ICC) is given in Annexure One. If a member of the Internal Complaints Committee who is an employee of the company and when she / he cease to be an employee of the company then she/he will also cease to be a member of the Internal Complaints Committee.

The Internal Complaints Committee will cover all the factories and offices of the company in India.

POWERS AND DUTIES OF THE INTERNAL COMPLAINTS COMMITTEE

The Internal Complaints Committee will receive the complaints on sexual harassment; inquire into the complaints and submit the findings on the complaint in the form of a report to CMD of the Company.

COMPLAINTS PROCEDURE

INFORMAL RESOLUTION OPTION

When an incident of sexual harassment occurs, the victim of such conduct can communicate her disapproval and objections immediately to the harasser and request the harasser to behave decently.

If the harassment does not stop or if victim is not comfortable with addressing the harasser directly, she can bring her concern to the attention of a member of the Complaints Committee for redressal of her grievances,

COMPLAINTS MECHANISM

Any employee will have a right to lodge a complaint concerning sexual harassment against an employee.

Such a complaint needs to be in writing within a period of three months from the date of incident, mentioning the name, department, division and location of the complainant, to enable the Internal Complaints Committee to contact her and resolve the matter.

The time limit for making the complaint may be extended upto a further period of three months, if the Internal Complaints Committee is satisfied that the circumstances were such which prevented the complainant from filing the complaint within that period.

The complainant, if desires could be facilitated in writing the complaint, by an Internal Complaints Committee member.

Where the aggrieved woman is unable to make the complaint on account of her physical or mental incapacity or death or otherwise, her legal heir or such other person as may be prescribed may make a complaint on her behalf.

The member of the Internal Complaints Committee to whom the complaint has been made may then try to resolve the matter with conciliation in his/ her presence between the complainant and the accused where the severity of the case allows.

Provided that no monetary settlement shall be made as a basis of such conciliation

Where the matter is not resolved by excersing informal resolution option or the complainant is not comfortable with excersing such option and conciliation between the complainant and the accused proves fruitless, the member of the committee to whom the complaint has been made shall then cause the matter to be investigated with the assistance of the Complaints Committee.

The investigation report after completion of such investigation shall be made as soon as practicably be possible not exceeding 90 days from the date of receipt of the complaint.

The concerned member of committee may thereafter take appropriate remedial measures to respond to any substantiated allegations of sexual harassment, which include:

Formal Apology
Counselling

Where the member of the Committee dealing with the complaint is of opinion that the severity of the complaint is such that it cannot be resolved with abovementioned remedial measures, he/she shall refer the matter for consideration to the Chairperson of the Committee.

The Chairperson of the committee shall then proceed to convene a meeting of the members of the Internal Complaints Committee within 5 working days of such reference being made, wherein the committee shall consider the investigation report of the case and give opportunities to the complainant to present his /her case and the respondent to give his /her version. The Internal Complaints Committee may examine witness from both the sides and also give opportunity of cross-examining of the witness. Documents if any produced by the parties may be taken on record. Neither the complainant nor the respondent is allowed to bring in any legal practitioner to represent them in their case at any stage before the Internal Complaints Committee.

The Internal Complaints Committee shall then submit the outcome of the meeting in writing to the Managing Director of the Company within 10 days from the conclusion of the meeting, explaining the findings and recommendations of the committee.

The Managing Director will ensure corrective action on the recommendations of the Complaints Committee and keep the complainant informed of the same.

Corrective action may include any of the following:

Written warning to the perpetrator and a copy of it maintained in the employee’s file.

To deduct notwithstanding anything in the service Rules applicable to the respondent, from the salary or wages of the respondent such sum as it may consider appropriate to be paid to the aggrieved woman or to her legal heirs as may be determined.

Such allegations of sexual harassment when proved, shall affect the annual review of the harasser

Change of work assignment / transfer for either the perpetrator or the victim.

Suspension or termination of services of the employee found guilty of the offence.

In case the complaint is found to be false, it shall be viewed seriously and the Complainant shall, if deemed fit, be liable for appropriate disciplinary action by the Management.

ASSURANCE AGAINST RETALIATION

This policy seeks to encourage all employees to express freely, responsibly, and in an orderly way opinions and feelings about any problem or complaint of sexual harassment. Retaliation against persons who report or provide information about sexual harassment or behavior that might constitute sexual harassment is also strictly prohibited. Any act of reprisal, including internal interference, coercion, and restraint, by an employee, violates this policy and will result in appropriate

In the event complainant being an employee and the respondent being his/her Manager, the Internal Complaints Committee or a member thereof may during the pendency of investigation and even after such investigation if the Manager is found to be guilty, recommend to the management to:

Change the manager of the aggrieved woman or;

Transfer the aggrieved woman or the respondent to any other workplace or;

Grant leave to the aggrieved woman upto a period of three months or;

Grant such other relief to the aggrieved woman as may be prescribed.

OBLIGATIONS OF THE MANAGEMENT

The Management of the Company shall provide all necessary assistance for the purpose of ensuring full effective and speedy implementation of the Internal Complaints Committee constituted as above and shall implement the decisions in an expeditious manner.

CONFIDENTIALITY

The Company understands that it is difficult for the victim to come forward with a complaint of sexual harassment and recognizes the victim’s interest in keeping the matter confidential.

To protect the interests of the victim, the accused person and others who may report incidents of sexual harassment, confidentiality will be maintained by the members of the Complaints Committee, parties to the case and all other persons who come in connection with the proceedings of the case, throughout any investigatory process to the extent practicable and appropriate under the circumstances.

Where any person entrusted with the duty to handle or deal with the complaint, inquiry or recommendations or actions to be taken under the policy contravenes the provisions of clause a) above, he shall be liable to penalty as may be prescribed by the Internal Complaints Committee.

ACCESS TO REPORTS AND DOCUMENTS:

All records of complaints, including contents of meetings, results of investigations and other relevant material will be kept confidential by the Company except where disclosure is required under disciplinary or other remedial processes.

PROTECTION TO COMPLAINANT / VICTIM:

The Company is committed to ensuring that no employee who brings forward a harassment concern is subject to any form of reprisal. Any reprisal will be subject to disciplinary action.

The Company will ensure that the victim or witnesses are not victimized or discriminated against while dealing with complaints of sexual harassment.

However, anyone who abuses the procedure (for example, by maliciously putting an allegation knowing it to be untrue) will be subject to disciplinary action.

THIRD PARTY HARASSMENT

In case of third party Sexual Harassment the Internal Complaints Committee will actively assist and provide all its resources to the complainant in pursuing the complaint.

SAVINGS

The proceedings under this policy shall not be stalled or postponed merely because the complainant is proceeding against the respondent under any other provision of civil or criminal law.

Annexure One

Name and Details of the Internal Complaints Committee Members

Srl.No Name Designation Company

Employee / External Person

Contact Address & E-Mail Tel. Number & Mobile Number
1 Dr. Pooja Shah Director Company Employee Pooja.sah@patanjaliayurved.com 7088232888
2 Ms. Jyoti Jaggi Member Company Employee Jyoti.jaggi@ patanjaliayurved.com 9760195222
3 Ms. Madhu Sharma Member Company Employee Madhu.sharma@ patanjaliayurved.com 8937000653
4 Ms. Sarika Rathi Member Company Employee Sarika.rathi@ patanjaliayurved.com 7500009724
5 Ms. Nishu Vashishtha Member Company Employee Nishu.vashishtha@ patanjaliayurved.com 8439878280

BACKGROUND AND IMPLEMENTATION

Patanjali Ayurved Limited is a Company prone to inherent business risks like any other organization. This document is intended to formalize a risk management policy the objective of which shall be identification, evaluating, monitoring and minimizing identifiable risks.

DEFINITIONS

Audit Committee– Audit Committee constituted under the provisions of Companies Act, 2013 and.

Board of Directors or Board– Board means the collective body of Directors of the Company.

Policy– Policy means Risk Management Policy.

Risk– Risks are events or conditions that may occur, and whose occurrence, if it does take place, has a harmful or negative impact on the achievement of the organization’s business objectives. The exposure to the consequences of uncertainty constitutes a risk.

Risk Management- Risk Management is the process of systematically identifying, quantifying, and managing all risks and opportunities that can affect achievement of a corporation’s strategic and financial goals.

Risk Management Process-The systematic application of management policies, procedures and practices to the tasks of establishing the context, identifying, analysing, evaluating, treating, monitoring and communicating risk.

OBJECTIVES

The primary objectives of the risk management system at the Company are:

To ensure protection of shareholder value through the establishment of an integrated Risk Management Framework for identifying, assessing, mitigating, monitoring, evaluating and reporting of all risks.

To ensure that all the current and future material risk exposures of the company are identified, assessed, quantified, appropriately mitigated and managed.

To establish a framework for the company’s risk management process and to ensure companywide effective implementation

To ensure systematic and uniform assessment of risks related with construction projects and operational power stations

To enable compliance with appropriate regulations, wherever applicable, through the adoption of best practices

To assure business growth with financial stability.

TYPES OF RISKS AND THEIR MINIMIZATION PROCESS:

Risk Minimization process of the risks attributable to the Company is as follows:

Operational Risk

Operational Risks are those risks which are associated with operational uncertainties.

In order to minimize the risk, the management regularly monitors and ensure the uninterrupted supply of raw material, fuel, continuance maintenance, the proper logistic solutions and take care all other ancillary and incidental risks which may arise from time to time.

Compliance risk

Compliance risks are associated with the need to comply with laws and regulations. They also apply to the need to act in a manner which investors and customers expectation. Risks arising from non-compliance with existing laws and regulations or the potential adverse impact of a change in rules and regulations, e.g. Health & Safety, Environmental, Labour Laws, Concession and Permit requirements, etc. In order to mitigate the compliance risk, a compliance certificate is taken quarterly from the various heads of departments.

Concentration risk

In order to mitigate risk of putting all eggs in one basket, we derive our revenues from multiple products, various customers across geographic regions and industry domains. Thus we shall endeavor to remain diversified while still remaining focused on the tile manufacturing.

Competition risk

We operate in a highly competitive market and expect competition to increase further in the future. We always strive meet the challenges by satisfying our customers by offering wide range of products with the right quality at right time and with better services and after sales services.

International operations risk

For meeting such risk we shall avoid high-risk countries.

Credit risk

We shall have laid down extensive norms related to credit period and payment terms and device a credit approval process. In addition to continuously appraising our existing and new customers, we shall have an internal rating mechanism, which seeks to rate/classify existing and new customers. The mechanism shall assign respective grading on the basis of which credit period, payment and other terms shall be decided.

Treasury/foreign exchange risk

We continue to expand our business globally. Managing the risks from foreign currency rate fluctuations is the prime function of our finance and Import & Export department. The Company’s exports provide a natural hedge for mitigating exchange risk related to imports. We shall always keep a close watch on forex market and its trend and do daily review and analysis and take positions accordingly.

Insurance

In order to reduce and mitigate identifiable risks, we shall have various insurance covers from reputed insurance companies and shall keep the company’s properties and insurable interests insured. Besides wherever it is cost-effective we shall also hedge against the loss of profit by taking appropriate Insurance cover.

RISK MANAGEMENT PROCESS

Generally every staff member of the Organisation is responsible for the effective management of risk including the identification of potential risks. Senior Management under the guidance of the Chairman and Board of Directors has the responsibility for over viewing management’s processes and results in identifying, assessing and monitoring risk associated with Organisation’s business operations and the implementation and maintenance of policies and procedures to give adequate protection against key risk.

The process of managing the Risk includes the following:

Identifying and Evaluating the Risks

A risk description helps in understanding the nature and quantum of risk and its likely impact and possible mitigation measures.

Handling/Controlling the Risks by—

Risk Avoidance:

By not performing an activity that could carry risk.

Avoidance may seem the answer to all risks, but avoiding risks also means losing out on the potential gain that accepting (retaining) the risk may have allowed.

Risk Transfer:

Mitigation by having another party to accept the risk, either partial or total, typically by contract or by hedging

III. Risk Reduction:

Employing methods/ solutions that reduce the severity of the loss

Risk Retention:

Accepting the loss when it occurs. Risk retention is a viable strategy for small risks where the cost of insuring against the risk would be greater over time than the total losses sustained. All risks that are not avoided or transferred are retained by default.

Monitoring/Reporting

Objectives shall be set at the strategic level, establishing a basis for operations, reporting and compliance objectives. Identifying the most relevant risks based on situation, evaluate the level of risks based on probability and the significance of their potential impact. Decide appropriate management action to respond to assessed risk. Monitor the implementation and success of risk mitigation action plan.

ROLES AND RESPONSIBILITIES OF BOARD & AUDIT COMMITTEE

The Audit Committee & Board will review the risk management policies and system periodically.

The Managing Director will be responsible for ensuring that the risk management system is established, implemented and maintained in accordance with this policy.

iii. As per the Risk Organization Structure, the role and duties of each level of officer shall be a part of this head.

REVIEW

The strong and independent internal auditor function at the corporate level carries out risk focused audits across the company enabling identification of areas where risk management process may need to be improved. The Audit Committee of the Board reviews internal audit findings and provides strategic guidance on internal controls. Monitors the internal control environment within the Company and ensures the internal audit recommendations are effectively implemented.

AMENDMENT:

This Policy can be modified at any time by the Board of Directors in consultation with the Audit Committee.

DISCLAIMER CLAUSE

The Management cautions readers that the risks outlined above are not exhaustive and are for information purposes only. Management is not an expert in assessment of risk factors, risk mitigation measures and management’s perception of risks. Readers are therefore requested to exercise their own judgment in assessing various risks associated with the Company.

IMPLEMENTATION

The Committee may issue guidelines, procedures, formats, reporting mechanism and manuals in supplement and for better implementation of this policy as considered appropriate.

The Committee may Delegate any of its powers to one or more of its members.

Code for Independent Directors is prescribed in Schedule IV to the Companies Act, 2013. During the 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.

The Board always ensures that the Independent Director proposed to be appointed fulfils the conditions specified in the Act and the Rules made thereunder. The terms and conditions for the appointment of the Independent Director are enumerated below:

Term of Appointment- The appointment of Independent Directors shall be for a term upto 5 (five) years or as may be prescribed under Companies Act, 2013 and rules made thereunder as amended from time to time. The Independent Directors shall not be liable to retire by rotation. The Re-appointment at the end of their tenure shall be considered by the Board of Directors (“the Board) based on the recommendation of the Nomination and Remuneration Committee and the performance evaluation report, subject to the Directors continuing to meet the independence criteria. The Independent Directors may be nominated to be a Member or Chairman of any one or more Committees of the Board.

Appointment

The Independent Directors will be appointed as a Non-Executive Independent Director on the Board of Directors of PATANJALI AYURVED LIMITED (hereinafter referred to as “the Company”).

Appointment of the Independent Directors is subject to approval of the Board of Directors and the Shareholders, as per the provisions of the Companies Act, 2013 alongwith rules made thereunder and other applicable provisions.

Their appointment is also subject to the maximum permissible Directorships that one can hold as per the provisions of the Companies Act, 2013 and rules made thereunder.

The Independent Director will not be liable to retire by rotation.

The term Independent Director should be construed as defined under the Companies Act, 2013 and the Listing agreement.

The Company has adopted the provisions with respect to appointment and tenure of Independent Directors which is consistent with the Companies Act, 2013 Accordingly, subject to the terms of the Board and Shareholder’s resolution passed by the Board/ Shareholders, the Independent Directors will serve for not more than two terms of upto five years each on the Board of the The Company is at liberty to disengage Non Executive Independent Director earlier subject to compliance of relevant provisions of Companies Act, 2013.

Role and Duties

The role and duties will be those normally required of a Non-Executive Independent Director under the Companies Act, 2013. There are certain duties prescribed for all Directors, both Executive and Non-Executive, which are fiduciary in nature and are as under:

They shall act in accordance with the Requirements under the Act and Rules framed there under and Company’s Articles of Association.

To follow the “Code for Independent Directors” as specified under Schedule IV of the Companies Act, 2013;

Accountability under Directors’ Responsibility Statement which forms part of the Board’s Report to the shareholders.

They shall act in good faith in order to promote the objects of the Company for the benefit of its members as a whole, and in the best interest of the Company, employees, shareholders, community & for the protection of the

They shall discharge their duties with due and reasonable care, skill and diligence & shall exercise independent

They should not involve in a situation in which they may have a direct or indirect interest that conflicts, or possibly may conflict, with the interest of the

They shall not achieve or attempt to achieve any undue gain or advantage either to themselves or to their relatives, partners or

They shall not assign their office as Director and any assignments so made shall be

To apply the highest standards of confidentiality, and not disclose to any person or company, any confidential information concerning the Company.

To review of Companies business strategy, financial plan and monitor the performance of the Company.

Status of Appointment

The Independent Director will not be an employee of the Company and this letter shall not constitute a contract of employment.

Board Committees

As advised by the Board, during the tenure of office, the Independent Director may be required to serve on one or more of the Committees of the Board established by the Company. Upon any such appointment to any one or more Committees, they will be provided with the appropriate Committee charter which sets out the functions of that Committee.

Remuneration

The Independent Director will be paid such remuneration by way of sitting fees for meetings of the Board and its Committees as may be decided by the Board and approved by such other persons/Authorities as may be required from time to time.

For the period of their appointment, the Company shall reimburse them for travel, hotel and other incidental expenses incurred by them in the performance of their roles and duties for the Company at the discretion of the Board.

An independent director shall not be entitled to any stock option and shall not be covered by any pension

Conflict of Interest

It is accepted and acknowledged that the Independent Director may have business interests other than those of the Company. As a condition to their appointment commencing, they are required to declare any such directorships, appointments and interests to the Board in writing in the prescribed form at the time of their appointment and first board meeting of every financial year or whenever there is any change in such disclosures already made.

Confidentiality

All information acquired during the tenure of appointment is confidential to the Company and should not be released, either during the appointment or following termination (by whatever means) to third parties without prior clearance from the Chairman unless required by law or by the rules. On reasonable request, the Independent Director shall surrender any documents and other materials made available to them by the Company.

Evaluation

The Company shall have a Board Evaluation process for the evaluation of the Board, the Committees of the Board and individual Directors, including the Chairman of the Board. The Board shall carry out the evaluation process for the performance of the Board as a whole, Board Committees and Directors. The appointment and re-appointment on the Board for Independent Directors shall be subject to the outcome of the evaluation process.

Termination

An Independent Director may resign from his position at any time and should they wish to do so, they are requested to serve a reasonable written notice on the

Continuation of their appointment is contingent on their getting re-elected by the shareholders in accordance with provisions of Companies Act, 2013 and the Articles of Association of the Company, from time to time in They will not be entitled to any compensation, if the shareholders do not re-elect them at any time.

Their appointment may also be terminated in accordance with the provisions of the Companies Act, 2013, Articles of Association of the Company and other applicable provisions.

Liability

Subject to the provisions of the Companies Act and other applicable provisions, being an independent director they shall be held liable, only in respect of such acts of omission or commission by a company which had occurred with their knowledge, attributable through Board processes, and with their consent or connivance or where they had not acted diligently with respect of the provisions contained in the Companies Act.

Governing Law

This agreement is governed by and will be interpreted in accordance with Indian law and the engagement shall be subject to the jurisdiction of the Indian courts.

(SECTION 177 of the COMPANIES ACT 2013 )

PREAMBLE

Patanjali Ayurved Limited (hereinafter referred to as “the Company), is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations by promoting a fair, transparent, ethical and professional work environment.

As per the provisions of section 177 of the The Companies Act 2013 it is mandated for our company to establish vigil mechanism for directors and employees to provide adequate safeguards against victimization of persons and to ensure direct access to the Chairman of the Audit Committee in appropriate or exceptional cases.

OBJECTIVE:

The Objective of The Vigil (Whistle Blower) mechanism is to provide a reporting channel to report genuine concerns about unethical behavior, actual or suspected misappropriation or fraud to safeguard unethical practices in the organization and to report any deviations in terms of employee’s integrity and professional conduct. The purpose is to encourage the employees and directors of the Company to come forward and express their suspected misconduct concerns without fear of punishment or unfair treatment.

DEFINITIONS

2.1 “Committee” means the Audit Committee constituted by the Board of Directors of the Company in accordance with Section 177 of the Companies Act, 2013 and rules made thereunder

2.2 “Company” means Patanjali Ayurved Limited

2.3 “Competent Authority” means the following:

in case of employees other than the Key Managerial Personnel, the Managing Director shall be the Competent Authority; and

in case of Key Managerial Personnel and Directors, the Chairman of the Audit Committee shall be the competent authority.

2.4 “Directors” means directors as defined in the Companies Act, 2013.

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

2.6 “Improper Activity” means any activity by an Employee of the Company that is undertaken in performance of his or her official duty, whether or not that act is within the scope of his or her employment, and that is:

in violation of the Company’s Code of Conduct and rules, Deliberate violation of law/ regulation,

abuse of authority for personal benefit or the benefit of third party,

a suspected or actual manipulation of company data/record, or accounting or

financial mis-reporting,

pilferage of confidential / proprietary information, or unauthorized disclosure of information to third party,

a suspected or actual criminal offence, corruption, bribery, theft, conversion or misuse of the Company’s property or fraud,

an activity involving gross misconduct, and any other unethical, biased, favoured or imprudent act.

Activities which have no nexus to the working of the Company and are purely of personal nature are specifically excluded from the definition of Improper Activity.

2.7 “Protected Disclosure” means a concern raised by a written communication made in good faith that discloses or demonstrates information that may evidence unethical or improper activity.

2.8 “Subject” means a person against or in relation to whom a Protected Disclosure is made or evidence gathered during the course of an investigation.

2.9 “Whistle Blower” means a director/ employee making a Protected Disclosure under this Policy.

2.10 “Whistle Officer” means Company Secretary of the Company, who is nominated/appointed to receive all complaints under this Policy, conduct detailed investigation and ensure appropriate action. The Audit Committee shall appoint Whistle Officer.

APPLICABILITY

This Policy shall be applicable once approved by the Board of the Directors of the Company. The Board of Directors reserves the right to amend or modify this Policy in whole or in part, at any time without assigning any reason whatsoever.

This Policy or any amendments thereto shall immediately be notified to all concerned by uploading the same on the official website of the Company.

THE GUIDING PRINCIPLES

4.1 To ensure that this Policy is adhered to, and to assure that the concern will be acted upon seriously, the Company will:

Ensure that the Whistle Blower and/or the person processing the Protected Disclosure is not victimized for doing so;

Treat victimization as a serious matter including initiating disciplinary action on such person/(s);

Ensure complete confidentiality.

Not attempt to conceal evidence of the Protected Disclosure;

Take disciplinary action, if any one destroys or conceals evidence of the Protected Disclosure made/to be made;

Provide an opportunity of being heard to the persons involved especially to the Subject;

5 DISQUALIFICATIONS

5.1 While it will be ensured that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment as herein set out, any abuse of this protection will warrant disciplinary action.

5.2 Protection under this Policy would not mean protection from disciplinary action arising out of false or bogus allegations made by a Whistle Blower knowing it to be false or bogus or with a mala fide intention.

5.3 Whistle Blowers, who make any Protected Disclosures, which have been subsequently found to be mala fide, frivolous or malicious will be disqualified from reporting further Protected Disclosures under this Policy. In respect of such Whistleblowers, the Company/Audit Committee would reserve its right to take/recommend appropriate disciplinary action.

PROCEDURE AND INVESTIGATION

6.1 Employees can make Protected Disclosure to Whistle Officer, as soon as possible but not later than 30 consecutive days after becoming aware of the same.

6.2 All protected Disclosures concerning financial / accounting matters should be directly addressed to the chairman of the Audit Committee of the Company for investigation.

6.3 The contact details of the Whistle Officer and Chairman of the Audit Committee of the Company is as under:

Whistle officer:

whistleofficer@ayurvedpatanjali.com

Chairman of the Audit Committee:

Swami Mukta Nand Ji

chairmanauditcommittee@ayurvedpatanjali.org

6.4 Whistle Blower must put his/ her name to the protected disclosure. Concerns expressed anonymously WILL NOT BE investigated.

6.5 If initial enquiries by the Whistle Officer indicate that the concern has no basis, or it is not a matter to be investigation pursued under this Policy, it may be dismissed at this stage and the decision is documented.

6.6 Where initial enquiries indicate that further investigation is necessary, this will be carried by the Whistle Officer. The investigation would be conducted in a fair manner, as a neutral fact-finding process and without presumption of guilt. A written report of the findings would be made to the Committee.

6.7 Name of the Whistle Blower shall not be disclosed to the Whistle Officer/Committee.

6.8 If any of the member of the Committee have a conflict of interest in a Protected Disclosures, he should exclude themselves from the process.

6.9 The Whistle Officer/Committee shall:

i) Make a detailed written record of the Protected Disclosure. The record will include:

a) Facts of the matter

b) Whether the same Protected Disclosure was raised previously by anyone, and if so, the outcome thereof;

c) Whether any Protected Disclosure was raised previously against the same Subject;

d) The financial/ otherwise loss which has been incurred / would have been incurred by the Company.

e) Findings of Whistle Officer/Committee;

f) The recommendations of the Whistle Officer/Committee on disciplinary /other action/(s).

ii) The Whistle Officer shall finalise and submit the report to the committee within 15 days of being nominated /appointed.

6.10 On submission of report, the Whistle Officer shall discuss the matter with committee who shall either:

In case the Protected Disclosure is proved, accept the findings of the Whistle Officer and take such Disciplinary Action as he may think fit and take preventive measures to avoid reoccurrence of the matter;

ii) In case the Protected Disclosure is not proved, extinguish the matter;

6.11 In exceptional cases, where the Whistle Blower is not satisfied with the outcome of the investigation and the decision, s/he can make a direct appeal to the Chairman of the Audit Committee.

DECISION

If an investigation leads the Competent Authority to conclude that an Improper Activity or unethical act has been committed, the Competent Authority shall recommend to the management of the Company to take such disciplinary or corrective action as they deem fit. It is clarified that any disciplinary or corrective action initiated against the subject as a result of the findings of an investigation pursuant to this Policy shall adhere to the applicable personnel or staff conduct and disciplinary procedures.

PROTECTION

8.1 No unfair treatment will be meted out to a Whistle Blower by virtue of his/her having reported a Protected Disclosure under this Policy. The Company, as a policy, condemns any kind of discrimination, harassment, victimization or any other unfair employment practice being adopted against Whistle Blower. Complete protection will, therefore, be given to Whistle Blower against any unfair practice like retaliation, threat or intimidation of termination/suspension of service, disciplinary action, transfer, demotion, refusal of promotion, discrimination, any type of harassment, biased behavior or the like including any direct or indirect use of authority to obstruct the Whistle Blower’s right to continue to perform his duties/functions including making further Protected Disclosure. The Company will take steps to minimize difficulties, which the Whistle Blower may experience as a result of making the Protected Disclosure.

Thus, if the Whistle Blower is required to give evidence in criminal or disciplinary proceedings, the Company will arrange for the Whistle Blower to receive advice about the procedure, etc.

8.2 The identity of the Whistle Blower shall be kept confidential.

8.3 Any other Employee assisting in the said investigation or furnishing evidence shall also be protected to the same extent as the Whistle Blower.

SECRECY/ CONFIDENTIALITY

The Whistle Blower, the Subject, the Whistle Officer and everyone involved in the process shall:

maintain complete confidentiality/ secrecy of the matter

not discuss the matter in any informal/social gatherings/ meetings

discuss only to the extent or with the persons required for the purpose of completing the process and investigations

not keep the papers unattended anywhere at any time

keep the electronic mails/files under password

If any one is found not complying with the above, he/ she shall be held liable for such disciplinary action as is considered fit.

ADMINISTRATION AND REVIEW OF THE POLICY

The Board of Directors shall be responsible for the administration, interpretation, application and review of this policy. The Board also shall be empowered to bring about necessary changes to this Policy, if required at any stage with the concurrence of the Audit Committee.

AMENDMENT

The Company has the right to amend or modify this Policy in whole or in part, at any time without assigning any reason, whatsoever. Any amendment to the policy shall take effect from the date when approved by the Board of Directors of the Company.

IMPLEMENTATION

The Committee may issue guidelines, procedures, formats, reporting mechanism and manuals in supplement and for better implementation of this policy as considered appropriate.

The Committee may Delegate any of its powers to one or more of its members.