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Director Evaluation Policy

1. Short Title & Applicability:

This policy, which is framed to encourage open and frank evaluations of performance of Directors of Gokul Agri International Limited (GAIL), lays down the guidelines and mechanism for undertaking programmes of evaluation, and it is titled as the “Directors’ Performance Evaluation Policy”.

2. Background and Introduction:

• The directors, employees and committees of the GAIL should have the appropriate balance of skills, experience, independence and knowledge to enable them to discharge their respective duties and responsibilities effectively.

• The search for directors should be conducted, and appointments made, on merit, against objective criteria and with due regard for the benefits of diversity on the board, including gender.

• The board of the GAIL should satisfy themselves that plans are in place for orderly succession for appointments to the board so as to maintain an appropriate balance of skills, experience and to ensure progressive refreshing of the board.

3. Need for Performance Evaluation:

The recent failures of Corporate throughout the world have led the investors, regulators and general public at large to question the effective functioning of the Board of any Company. The investors have started questioning the collective decision making competency in terms of quality, skills and even the individual capabilities and capacities of individual directors who hold the position in any Company.

The Challenge for Board is to prevent Crisis in the Company they govern. Performance evaluation is a key means by which boards can recognize and correct corporate governance problem and add real value to the Company.

4. Benefits of Performance Evaluation:

The benefits of an evaluation to the Board are numerous. If conducted properly, evaluation can contribute significantly to performance improvements on three levels – the Company, Board and individual Director Level. Boards who commit to a regular evaluation process find benefits across these levels in terms of improved leadership, greater clarity of roles and responsibilities, improved teamwork, greater accountability, better decision making, improved communication and more efficient board operations.

5. Regulatory Changes:

The regulators throughout the world vigorously brought stringent regulations in Corporate Governance and emphasized the need for the induction of new directors who could focus more attention and also advocated the training of directors and their professional development of directors for both who are already in the service of the boards and new entrants. It was felt necessary that the director’s needs to have their training towards their professional development and continuously improve upon their skills and knowledge needed to carry out their role more effectively in a sustainable basis in creating wealth to all the stakeholders of the company.

Worldwide there is also an ongoing increased recognition for the need of a well-organized, open and supportive board culture leading to the high quality of timely information to the stakeholders of the company in terms of transparent disclosures. To achieve this, the individual directors have to make an effective contribution by their effective functioning to the leadership of the company in which they serve.

There is also emphasis on the director’s responsibilities at the same time and the directors themselves should undertake a formal and regular objective based evaluation of their own performance in terms of strategies, monitoring control, statutory compliance and corporate governance and as well on the obligation of the whole board to re evaluate the mix of skill and experience.

6. Performance evaluation of Directors:

Executive Directors of the Company are involved in day to day operations of the Company. Their performance can be accessed on the basis of their commitment to achieve Company’s goals, their decision making ability and how much they have safe guarded the interest of shareholders of the Company.

With reference to the evaluation mechanism of Non – Executive Directors, since the Non – Executive Directors are not involved in day to day operations of the Company; it is worthwhile to assess individual’s continuing commitment to the role, in terms of commitment of time for Board and other Committee meeting and other duties towards Company.

7. Methodology of Carrying Performance Evaluation of Directors:

The board, through its Nomination and Remuneration Committee or similar other committee of members of Board, as may be formed from time to time, will regularly review and evaluate the performance of Individual Directors, considering their commitment and their involvement towards the Company’s goal, to ensure that the members of the Board are with required mix of skills, experience and other qualities such as its demographics and diversity.

The evaluations as mentioned above should be conducted at least annually or at the time of appointment of any new directors into the Board or at the time when it was requested by any one or more of the Directors.

In case of need, the Committee can also take feedback or ask questions to such directors or employees as they may deem fit.

8. Reporting to the Board:

The report on the evaluation process undertaken by the Nomination and Remuneration Committee shall be placed before the Board of Directors and it shall be approved by the Board of Directors.

9. Disclosure through Annual Report:

The Board should make sure to convey the information of evaluation of Directors to the shareholders by way of disclosure in the Annual Report and through its website. The provision of Section 134(3) and section 178(4) of the Companies Act 2013 enforced with effect from 1.04.2013 make it mandatory for Company to include in its Directors report.

10. General:

• In case of any doubt with regard to any provision of the policy and also in respect of matters not covered herein, a reference to be made to Managing Director.

• Any or all provisions of this Directors’ Performance Evaluation Policy would be subject to revision/ amendment in accordance with the guidelines on the subject as may be issued from Government from time to time.

• The Board of Directors of the Company reserves the right to review the policy from time to time based on changing needs and aspirations of the target beneficiaries and make suitable modifications, as may be necessary.

POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

The Nomination and Remuneration (N&R) Committee has adopted a Charter which, inter alia, deals with the manner of selection of Board of Directors and CEO & Managing Director and their remuneration. This Policy is accordingly derived from the said Charter.

1. Criteria of selection of Non Executive Directors

a. The Non Executive Directors shall be of high integrity with relevant expertise and experience so as to have a diverse Board with Directors having expertise in the fields of manufacturing, marketing, finance, taxation, law, governance and general management.

b. In case of appointment of Independent Directors, the N&R Committee shall satisfy itself with regard to the independent nature of the Directors vis-à-vis the Company so as to enable the Board to discharge its function and duties effectively.

c. The N&R Committee shall ensure that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act, 2013.

d. The N&R Committee shall consider the following attributes / criteria, whilst recommending to the Board the candidature for appointment as Director.

i. Qualification, expertise and experience of the Directors in their respective fields;
ii. Personal, Professional or business standing;
iii. Diversity of the Board.
e. In case of re-appointment of Non Executive Directors, the Board shall take into consideration the performance evaluation of the Director and his engagement level.

2. Remuneration

The Non Executive Directors shall be entitled to receive remuneration by way of sitting fees, reimbursement of expenses for participation in the Board / Committee meetings and commission as detailed hereunder:

i. A Non Executive Director shall be entitled to receive sitting fees for each meeting of the Board or Committee of the Board attended by him, of such sum as may be approved by the Board of Directors within the overall limits prescribed under the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014;

ii. A Non Executive Director will also be entitled to receive commission on an annual basis, of such sum as may be approved by the Board on the recommendation of the N&R Committee;

iii. The N&R Committee may recommend to the Board, the payment of commission on uniform basis, to reinforce the principles of collective responsibility of the Board.

iv. The N&R Committee may recommend a higher commission for the Chairman of the Board of Directors, taking into consideration his overall responsibility;

v. In determining the quantum of commission payable to the Directors, the N&R Committee shall make its recommendation after taking into consideration the overall performance of the Company and the onerous responsibilities required to be shouldered by the Director.

vi. The N&R Committee may recommend to the Board, for the payment of additional commission to those Directors who are Members on the Audit Committee of the Board subject to a ceiling on the total commission payable as may be decided;

vii. In addition to the remuneration paid under Clause (ii) and (vi) above, the Chairman of the Audit Committee shall be paid an additional commission, as may be recommended to the Board by the N&R Committee;

viii. The total commission payable to the Directors shall not exceed 1% of the net profit of the Company;

ix. The commission shall be payable on prorata basis to those Directors who occupy office for part of the year.

x. The Independent Directors of the Company shall not be entitled to participate in the Stock Option Scheme of the Company, if any, introduced by the Company.

3. Managing Director – Criteria for selection /appointment

For the purpose of appointment of the MD, the N&R Committee shall identify persons of integrity who possess relevant expertise, experience and leadership qualities required for the position and shall take into consideration recommendation, if any, received from any member of the Board. The Committee will also ensure that the incumbent fulfills such other criteria with regard to age and other qualifications as laid down under the Companies Act, 2013 or other applicable laws.

Remuneration for the Managing Director

i. At the time of appointment or re-appointment, the Managing Director shall be paid such remuneration as may be mutually agreed between the Company (which includes the N&R Committee and the Board of Directors) and the Managing Director within the overall limits prescribed under the Companies Act, 2013.

ii. The remuneration shall be subject to the approval of the Members of the Company in General Meeting.

iii. The remuneration of the Managing Director is broadly divided into fixed and variable components. The fixed component comprises salary, allowances, perquisites, amenities and retiral benefits. The variable component comprises performance bonus.

iv. In determining the remuneration (including the fixed increment and performance bonus) the N&R Committee shall ensure / consider the following:

a. the relationship of remuneration and performance benchmarks is clear;
b. balance between fixed and incentive pay reflecting short and long term performance objectives, appropriate to the working of the Company and its goals;
c. responsibility required to be shouldered by the Managing Director, the industry benchmarks and the current trends;
d. the Company’s performance vis-à-vis the annual budget achievement and individual performance.

Remuneration Policy for the Senior Management Employees

I. In determining the remuneration of the Senior Management Employees (i.e. KMPs and Executive Committee Members) the N&R Committee shall ensure / consider the following:

i. the relationship of remuneration and performance benchmark is clear;

ii. the balance between fixed and incentive pay reflecting short and long term performance objectives, appropriate to the working of the Company and its goals; iii. the remuneration is divided into two components viz. fixed component comprising salaries, perquisites and retirement benefits and a variable component comprising performance bonus;

iv. the remuneration including annual increment and performance bonus is decided based on the criticality of the roles and responsibilities, the Company’s performance vis-à-vis the annual budget achievement, individuals performance vis-à-vis, industry benchmark and current compensation trends in the market.

II. The Managing Director will carry out the individual performance review based on the standard appraisal matrix and shall take into account the appraisal score card and other factors mentioned herein-above, whilst recommending the annual increment and performance incentive to the N&R Committee for its review and approval.

POLICY ON MATERIALITY OF AND DEALING WITH RELATED PARTY TRANSACTIONS

1. TITLE

This Policy shall be called ‘Policy on materiality of Related Party Transactions and dealing with Related Party Transactions’.

2. COMMENCEMENT

The Policy shall come into effect from 1st October 2014.

3. OBJECTIVE

Related Party Transactions have been one of the major areas of focus for the Corporate Governance reforms being initiated by Indian legislature.

The changes introduced in the Corporate Governance norms through the Companies Act, 2013 to have enhanced transparency and due process for approval of the Related Party Transactions.

One such requirement is that the companies are required to formulate a policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions.

4. DEFINITIONS

“Arm’s length transaction” means a transaction between two Related Parties that is conducted as if they were unrelated, so that there is no conflict of interest.

“Audit Committee” means the audit committee constituted by the Board of Directors of the Company in accordance with applicable law, including the Companies Act, 2013.

“Board” means the Board of Directors of Gokul Agri International Limited.

“Company” means Gokul Agri International Limited.

“Material Related Party Transaction” means a transaction with a Related Party where the transaction/transactions to be entered into individually or taken together with previous transactions with a Related Party during a financial year, exceeds ten percent of the consolidated annual turnover of the Company as per the last audited financial statements of the Company.

“Policy” means this Policy, as amended from time to time.

“Related Party” in relation to the Company means a party related with the Company in any of the ways as are laid down in section 2(76) of the Companies Act, 2013 and amended from time to time.

“Related Party Transaction” in relation to the Company means a transaction with a Related Party under the relevant provisions of the Companies Act, 2013 or or any other related law, regulation, standard etc.

5. APPROVAL OF RELATED PARTY TRANSACTIONS

Every Related Party Transaction entered into with effect from 1st October 2014 shall be subject to approval of the Audit Committee. The approval of the Audit Committee can be granted by way of a circular resolution.

The Board shall approve such Related Party Transactions as are required to be approved under Companies Act, 2013 and/or transactions referred to it by the Audit Committee.

Where any director is interested in any Related Party Transaction, such director will abstain from discussion and voting on the subject matter of the resolution relating to such Transaction.

Further, all Material Related Party Transactions shall require approval of shareholders of the Company through special resolution and the Related Parties shall abstain from voting on such resolution(s).

All Related Party Transactions (other than Material Related Party Transactions) pursuant to section 188 of the Companies Act, 2013 which are not in the ordinary course of business or not an Arms’ length transaction and cross the threshold limits prescribed under Companies Act, 2013 shall also require the approval of shareholders of the Company through special resolution and the Related Parties shall abstain from voting on such resolution(s).

The approval mechanism for Related Party Transactions shall be as stipulated in the provisions of Companies Act, 2013 and as amended from time to time.

6. AMENDMENTS

The Board shall have the power to amend any of the provisions of this Policy, substitute any of the provisions with a new provision or replace this Policy entirely with a new Policy.

7. INTERPRETATION

Any words used in this policy but not defined herein shall have the same meaning ascribed to it in the Companies Act, 2013 or Rules made there under, applicable to the Company. In case of any dispute or difference upon the meaning/interpretation of any word or provision in this Policy, the same shall be referred to the Audit Committee and the decision of the Audit Committee in such a case shall be final. In interpreting such term / provision, the Audit Committee may seek the help of any of the officers of the Company or an outside expert as it deems fit.

Risk Management policy

Risk Management policy

This is the Risk Management policy for Gokul Agri International Limited (“Company”). (i.e. GAIL )

The policy governs the processes of the Risk Management Committee (“Committee”) and outlines the procedures and guidelines in relation to the role of directors and senior executives of the Company.

1 Introduction

Risk management is an approach to decision-making and accountability. Risk management comprises the culture, processes and structures that are directed towards the effective. management of potential opportunities and adverse effects within Company’s operational environment. The manner in which the Company performs this important role can affect national reputation and national interests. Risk is inherent in all functions. All personnel are responsible for managing the risks that relate to their particular area of work. Risks should be managed in a way that derives the best outcomes for Company and its stakeholders.Effective risk management requires:

• Identifying and taking opportunities to improve performance as well as taking action to avoid or reduce the chances of something going wrong
• A systematic process that can be used when making decisions to improve the effectiveness an efficiency of performance
• Forward thinking and active approaches to management
• Effective communication
• Accountability in decision making
• Balance between the cost of managing risk and the anticipated benefits.

The purpose of this Policy is to ensure that each of you are aware of the company’s standards for risk taking while conducting business and to provide an easy-to-access guide any time you have a question.The Risk Management Group will currently cover Market Risk, Credit Risk, Process Risk and other risks as detailed in these documents. Each risk is covered within this Policy. This Policy will apply across all products, throughout the firm.

Definitions
1) 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.

2) 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.

3) Risk Strategy

The Risk Strategy of a company defines the company’s standpoint towards dealing with various risks associated with the business. It includes the company’s decision on the risk tolerance levels, and acceptance, avoidance or transfer of risks faced by the company.

4) Risk Assessment

Risk Assessment is defined as the overall process of risk analysis and evaluation.

5) Risk Estimation

Risk Estimation is the process of quantification of risks.

6) Risk Tolerance/Risk Appetite

Risk tolerance or Risk appetite indicates the maximum quantum of risk which the company is willing to take as determined from time to time in accordance with the Risk Strategy of thecompany.

7) Risk Description

A Risk Description is a comprehensive collection information about a particular risk recorded in a structured manner.

8) Risk Register

A ‘Risk Register’ is a tool for recording the risks encountered at various locations and levels in a standardised format of Risk Description.

2 Risk Management Committee
Aim

The Board of Directors has ultimate responsibility for risk oversight and risk management. As a sub-committee of the Board, the Risk Management Committee (RMC) is responsible to the Board for:

(a) leading the Group’s strategic direction in the management of material business risks;
(b) oversight of the establishment and implementation of a risk management framework;and
(c) reviewing the effectiveness of that risk management framework in identifying and managing risks and controlling internal processes. The objectives of the framework are to ensure the provision of safe, quality services and direct the culture, processes and reporting structures in all Gokul Agri International Limited (GAIL) facilities and throughout the corporate group to take advantage of opportunities while managing and monitoring risks that may adversely affect GAIL’s achievement of its business objectives.
Together with the Audit Committee, which is responsible for oversight of management of material financial risks of the Company, the Risk Management Committee is a key governance committee.

Goals

To encourage a culture based on the Gokul Way principles that fosters continuous improvement and the minimisation of the impact of economic and personal risk within the Group.

To ensure policies are established and adopted for the oversight and management of “material business risks” (including but not limited to operational, financial, clinical, sustainability, compliance, strategic, ethical, reputational, service quality, human resource, industry, legislative or regulatory and market-related risks) and disclose a summary of these policies.

2.1 Composition

The Risk Management Committee will also consist of the following members:

Shri Balvantsinh Rajput- Chairman
Shri Bipinkumar Thakkar Member
Shri Piyushchandra vyas Member
The Board may also appoint to the Committee an external member who has specialist risk management experience. It is expected that the Chairman of each sub-committee attend each Risk Management Committee meeting. Other members of the Gokul Agri International Limited senior management team may attend meetings of the Risk Management Committee by invitation.

2.1.1 Removal or resignation

If a member of the Committee retires, is removed, or resigns from their position within the Company, that member ceases to be a member of the Committee. The Board may appoint a successor.

2.1.2 Committee may invite

The Committee may invite any GAIL team member or any other individual to attend a meeting of the Committee, as they consider appropriate.

2.1.3 Secretary

Company Secretary

2.2 Meetings
2.2.1 Frequency

The Committee will meet at least quarterly.

2.2.2 Calling meetings & notice

A notice of each meeting confirming the date, time, venue and agenda must be forwarded to each member of the Committee three working days before the date of the meeting. The notice for members will include relevant supporting papers for the agenda items to be discussed.

2.2.3 Advice

The Committee may have access to professional advice from employees within the Company and from appropriate external advisers. The Committee may meet with these external advisers without management being present.

2.2.4 Report to board

The Committee chair, or delegate, will report to the Board following each meeting. The Committee will report to the Board regularly on the matters set out in Section 3 of this policy. the Committee will prepare for approval by the Board any report on the matters set out in Section 3 that may be:

-required by any listing rule, legislation, regulatory body or other regulatory requirement; or
-proposed for inclusion in the annual report.

2.2.5 Minutes

Minutes of proceedings and resolutions of Committee meetings will be kept by the secretary. Minutes will be distributed to all Committee members and the chair of the Committee, after the Committee chair has given the preliminary approval. Minutes, agenda and supporting papers will be made available to any director upon request to the secretary, providing no conflict of interest exists.

2.2.6 Quorum & voting

A quorum will comprise three members, of which one must be a GAIL Board member. In the absence of the Committee chair or appointed delegate, the members will elect one of their number as chair for that meeting. Each member will have one vote and the chair of the Committee will not have a second or casting vote.

2.2.7 Resolutions

Resolutions of the Committee may be made at a meeting of the Committee, or where it is impractical to convene a meeting, by circular resolution in accordance with the procedures set out in the Company’s Constitution.

2.2.8 Conflicts of interest

Members of the Committee must not vote on any issue in respect of which they have an actual or perceived conflict of interest.

3 Duties & responsibilities

In order to fulfil its responsibilities to the Board, the Committee will:

• Oversee and approve the risk management, internal compliance and control policies and procedures of the Company.

• Oversee the design and implementation of the risk management and internal control systems (including reporting and internal audit systems), in conjunction with existing business processes and systems, to manage the Company’s material business risks.

• Set reporting guidelines for management to report to the GAIL on the effectiveness of the Company’s management of its material business, health and safety risks and disclose to the Board the content of management reports.

• Establish policies for the monitoring and evaluation of risk management systems to assess the effectiveness of those systems in minimising risks that may impact adversely on the business objectives of the Company.

• Oversight of management in the implementation of the accreditation program for all GAIL facilities, also that all facilities achieve and maintain appropriate Accreditation status. As part of this process, identify and develop policies to address any potential risks to any facility maintaining appropriate accreditation.

• Provide guidance to the Board on making the Company’s risk management policies and procedures publicly available and, if appropriate, liaise with the General Counsel/Company Secretary where material business risks or changes to those risks are likely to have a material impact on the price or value of the Company’s securities.

o To discuss on open commodity position and stock position of the company.
o To discuss on open currency position.
o Business outlook for each commodity for upcoming seasons/months.
o Any proposal for new product, new capax, and brand building etc.
o Weekly MIS on overdue pending Soudas.
o To submit the weekly status of actual Purchase, Production, sales and realization for the week.
o To place weekly MIS for shipment wise deduction in export realization and overdue outstanding for export parties.
o To provide weekly MIS on receivable.
o To provide weekly report on deviation from Risk Management policies (Related to contract, limits etc.).
o To produce weekly report for delay in movement of truck/tanker in the factory from truck reporting to truck exit time in SAP.
o To produce weekly MIS for delay for more than 2 days in providing truck/tanker from Delivery Order date.
o To submit status report of visits of business heads on monthly basis.
o To provide monthly report on slow/non moving stock.
o To present monthly analysis of bardana sale rate.
o To submit monthly deviation report on average raw material inventory with limits.
o To present monthly report on inventory ageing more than 90 days.
o To reconcile monthly MIS with daily parity sheet.
To present monthly report for loss of interest on delay payment of exports.

• Approve and update as necessary a summary of the Company’s policies on risk oversight and management of material business risks, to be made publicly available.

• Contribute to the corporate governance statement in the Company’s annual report, as appropriate given GAIL policies, reports and results in the reporting period.

4 Scope and extent of application:

The policy guidelines are devised in the context of the future growth objectives, business profile envisaged and new business endeavours including new products and services that may be necessary toachieve these goals and the emerging global standards and best practices amongst comparable organizations. This policy is meant to ensure continuity of business and protection of interests of the investors and thus covers all the activities within the company and events outside the company which have a bearing on the company’s business. The policy shall operate in conjunction with other business and operating/administrative policies

5 Risk Assessment:

The process of Risk Assessment shall cover the following:

a) Risk Identification and Categorisation – the process of identifying the company’s exposure to uncertainty classified as Strategic / Business / Operational.
b) Risk Description – the method of systematically capturing and recording the company’s identified risks in a structured format
c) Risk Estimation – the process for estimating the cost of likely impact either by quantitative, semi-quantitative or qualitative approach.

Name of Risk Short description by which the risk may be referred to
Scope of Risk Qualitative description of the events by which the occurrence of the risk may be identified, any measurement indicating the size, type, number of the events and their related dependencies
Nature of Risk Strategic/ Business/ Operational
Stakeholder List of stakeholders affected and impact on their expectations
Quantification of Risk Cost of impact, if risk materialises
Risk Tolerance and Trigge Loss potential and financial impact of risk on the business Value at Risk Probability of occurrence and size of potential losses Objective(s) for control of the risk and desired level of performance to assimilate Risk Trigger
Potential Action for Improvement Recommendations to reduce the occurrence and/or quantum of adverse impact of the risk
Strategy and Policy Development Identification of function responsible for developing the strategy and policy for monitoring, control and mitigation of the risk
6 Risk Strategy :

The following framework shall be used for the implementation of the Risk Strategy: Avoid Reduce Based on the Risk Appetite/Risk Tolerance level determined and reviewed from time to time, the company should formulate its Risk Management Strategy. The strategy will broadly entail choosing among the various options for risk mitigation for each identified risk. The risk mitigation can be planned using the following key strategies:

a) 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.

b) Risk Transfer: Mitigation by having another party to accept the risk, either partial or total, typically by contract or by hedging.

c) Risk Reduction: Employing methods/solutions that reduce the severity of the loss e.g., shot create being done for preventing landslide from occurring.

d)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.

7 Authority & resources available

The Committee may conduct or may authorise a third party to conduct investigations into any activity or function within the GAIL Group so far as it relates to the duties of the Committee and is in accordance with this Policy. The Committee is authorised to make recommendations to the Board regarding appropriate action resulting from any such investigation.

The Committee will have authority to engage and authorise expenses (subject to the Delegations of Authority Policy) for independent counsel and other advisors as the Committee deems necessary to perform its duties. The Committee will have access to all books, records, facilities and personnel of GAIL necessary for the Committee to discharge its duties and responsibilities.

8 Review

The Committee will conduct a review of this Policy at least every two (2) years to ensure that it continues to reflect the current processes and guidance utilised when assessing the appropriate risk management of the directors and the senior executives. The Board must approve any amendments to the Policy that stem from the review.

Prevention of sexual Harassment at workplace

OBJECTIVE:

Gokul Agri International Limited (GAIL) is committed to creating and maintaining a secure work environment where it’s Employees, Agents, Vendors and Partners can work and pursue business together in an atmosphere free of harassment, exploitation and intimidation caused by acts of Sexual Harassment within but not limited to the office premises and other locations directly related to the Company’s business. The objective of this policy is to provide protection against sexual harassment of women at workplace and for the prevention and redressed of complaints of sexual harassment and for matters connected therewith.

All concerned should take cognizance of the fact that GAIL strongly opposes sexual harassment, and that such behavior against women is prohibited by the law as set down in The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressed) Act, 2013 and Rules framed there under being the Sexual Harassment of Women at Workplace (hereinafter referred to as “Act”) as well as the terms of employment. Commission of any act of sexual harassment as defined in the Act and in this Policy shall result in strict disciplinary action.

At GAIL, we have zero-tolerance for sexual harassment. We value each and every employee working with us and wish to protect their dignity and self respect. In doing so, we are determined to promote a working environment in which persons of both genders complement each other as equals in an environment that encourages maximum productivity and to keep the personal dignity.

We at GAIL are committed towards giving every employee a just and fair hearing on issues encountered by them at the workplace with special attention to sexual harassment. GAIL will take very serious disciplinary action against any victimization of the employee who is complaining or the alleged harasser that may result from a complaint.

SCOPE:

This policy applies to all categories of employees of the Company, including permanent management and workmen, temporaries, trainees and employees on contract at its workplace. the Company will not tolerate sexual harassment.

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.

Sexual harassment is judged by the impact on the complainant and not the intent of the Respondent. Sexual harassment as addressed in this Policy need not necessarily be from a male to a female employee, it can be vice versa as well as between individuals of same gender.

DEFINITION OF SEXUAL HARASSMENT:

Sexual harassment may be one or a series of incidents involving unsolicited and unwelcome sexual advances, requests for sexual favors, or any other verbal or physical conduct of sexual nature.

Sexual Harassment at the workplace includes:
1. Unwelcome sexual advances (verbal, written or physical),
2. Demand or request for sexual favors
3. Any other type of sexually-oriented conduct,
4. Verbal abuse or ‘joking’ that is sex-oriented,
5.any conduct that has the purpose or the effect of interfering with an individual’s work performance or creating an intimidating, hostile or offensive work environment and/or submission to such conduct is either an explicit or implicit term or condition of employment and /or submission or rejection of the conduct is used as a basis for making employment decisions.

RESPONSIBILITIES REGARDING SEXUAL HARASSMENT:

All employees of the Company have a personal responsibility to ensure that their behavior is not contrary to this policy. All employees are encouraged to reinforce the maintenance of a work environment free from sexual harassment.

COMPLAINT MECHANISM:

Whether or not such conduct constitutes an offence under law or a breach of the service rules, an appropriate complaint mechanism in the form of “Complaints Committee” has been created in the Company for time-bound redressed of the complaint made by the victim.

COMPLAINTS COMMITTEE:

The Company has instituted a Complaints Committee for redressed of sexual harassment complaint (made by the victim) and for ensuring time bound treatment of such complaints.

Initially, and till further notice, the Complaints Committee will comprise of the following three members:
1.DR. Dipooba Devada- Chairperson
2.Smt. Kaushaliya – Member
3.Shri Kalpesh Desai- Member
4.Mr.Piyushchandra vyas-Member
The Complaints Committee is responsible for:

-Investigating every formal written complaint of sexual harassment
-Taking appropriate remedial measures to respond to any substantiated allegations of sexual harassment
-Discouraging and preventing employment-related sexual harassment

PROCEDURES FOR RESOLUTION, SETTLEMENT OR PROSECUTION OF ACTS OF SEXUAL HARASSMENT:

The Company is committed to providing a supportive environment in which to resolve concerns of sexual harassment as under:

A. Informal Resolution Options

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 the Complaints Committee for redressal of her grievances. The Complaints Committee will thereafter provide advice or extend support as requested and will undertake prompt investigation to resolve the matter.

B. Complaints:

Any employee with a harassment concern, who is not comfortable with the informal resolution options or has exhausted such options, may make a formal complaint to the Chairperson of the Complaints Committee constituted by the Management. The complaint shall have to be in writing and can be in form of a letter, preferably within 15 days from the date of occurrence of the alleged incident, sent in a sealed envelope. Alternately, the employee can send complaint through an email. The employee is required to disclose her name, department, division and location she is working in, to enable the Chairperson to contact her and take the matter forward.

The Chairperson of the Complaints Committee will proceed to determine whether the allegations (assuming them to be true only for the purpose of this determination) made in the complaint fall under the purview of Sexual Harassment, preferably within 30 days from receipt of the complaint. In the event, the allegation does not fall under the purview of Sexual Harassment or the allegation does not mean an offence of Sexual Harassment, she will record this finding with reasons and communicate the same to the complainant.

If the Chairperson of the Complaints Committee determines that the allegations constitute an act of sexual harassment, she will proceed to investigate the allegation with the assistance of the Complaints Committee.

Where such conduct on the part of the accused amounts to a specific offence under the law, the Company shall initiate appropriate action in accordance with law by making a complaint with the appropriate authority.

The Complaints Committee shall conduct such investigations in a timely manner and shall submit a written report containing the findings and recommendations to the Whole Time Director as soon as practically possible and in any case, not later than 90 days from the date of receipt of the complaint. The whole time 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:

a. Formal apology
b.Counselling
C.Written warning to the perpetrator and a copy of it maintained in the employee’s file.
d. Change of work assignment / transfer for either the perpetrator or the victim.
e. Suspension or termination of services of the employee found guilty of the offence

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

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 throughout any investigatory process to the extent practicable and appropriate under the circumstances.

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 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.

CONCLUSION:

In conclusion, the Company reiterates its commitment to providing its women employees, a workplace free from harassment/ discrimination and where every employee is treated with dignity and respect.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

WHISTLE BLOWER POLICY / VIGIL MECHANISM (SECTION 177 OF THE COMPANIES ACT, 2013)
1. BACKGROUND

1.1 The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour. towards this end, the Company has adopted the Code of Conduct (“the Code”), which lays down the principles and standards that should govern the actions of the Company and their employees. Any actual or potential violation of the Code, howsoever insignificant or perceived as such, would be a matter of serious concern for the Company. The role of the employees in pointing out such violations of the Code cannot be undermined. There is a provision under the Code requiring employees to report violations,which states.

1.2 In the Companies Act, 2013 under Section 177 every listed company or such class or classes of companies, as prescribed under rules 7 of the Chapter XII of Meeting of Board of Directors and its power shall establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed. Such a vigil mechanism shall provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

1.3 Under these circumstances, Gokul Agri Internatioanal Limited (i.e.GAIL), being a responsible public company propose to establish a Whistle Blower ( vigil) mechanism.

2. POLICY OBJECTIVES.

2.1. A Whistle Blower (Vigil) mechanism provides a channel to the employees to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of conduct or policy. The mechanism provides for adequate safeguards against victimization of employees to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases.

2.2. This neither releases employees from their duty of confidentiality in the course of their work nor can it be used as a route for raising malicious or unfounded allegations against people in authority and / or colleagues in general.

3. SCOPE OF THE POLICY.

3.1. This Policy covers malpractices and events which have taken place / suspected to have taken place, misuse or abuse of authority, fraud or suspected fraud, violation of company rules, manipulations, negligence causing danger to public health and safety, misappropriation of monies, and other matters or activity on account of which the interest of the Company is affected and formally reported by whistle blowers concerning its employees.

4. DEFINITIONS.

4.1. “Alleged wrongful conduct” shall mean violation of law, Infringement of Company’s rules, misappropriation of monies, actual or suspected fraud, substantial and specific danger to public health and safety or abuse of authority”.
4.2. “Audit Committee” means a Committee constituted pursuant to section 177 of the Company Act,2013.
4.3. “Board” means the Board of Directors of the Company.
4.4. “Company” means “Gokul Agri International Limited.
4.5. “Employee” means all the present employees and whole time Directors of the Company.
4.6. “Protected Disclosure” means a concern raised by an employee or group of employees of the Company, through a written communication and made in good faith which discloses or demonstrates information about an unethical or improper activity under the title “SCOPE OF THE POLICY” with respect to the Company. However, the Protected Disclosures should be factual and not speculative or in the nature of an interpretation / conclusion and should contain as much specific information as possible to allow for proper assessment of the nature and extent of the concern.
4.7. “Subject” means a person or group of persons against or in relation to whom a Protected Disclosure is made or evidence gathered during the course of an investigation.
4.8. “Whistle Blower” is an employee or group of employees who make a Protected Disclosure under this Policy and also referred in this policy as complainant.

5. RECEIPT AND DISPOSAL OF PROTECTED DISCLOSURES.

5.1. The Protected Disclosure should be submitted in a closed and secured envelope and should be super scribed as “Protected disclosure under the whistle blower policy”. If the complaint is not super scribed and closed as mentioned above it will not be possible for the Audit Committee to protect the complainant and the protected disclosure will be dealt with as if a normal disclosure. In order to protect identity of the complainant, the Audit Committee will not issue any acknowledgement to the complainant and the complainants are advised neither to write the name / address of the complainant on the envelope nor to enter into any further correspondence with the audit committee. The audit committee assures that in case any further clarification is required he will get in touch with the complainant.

5.2. The Protected Disclosure should be forwarded under a covering letter signed by the complainant. Chairman of Audit Committee shall detach the covering letter bearing the identity of the whistle blower and process only the Protected Disclosure.

5.3 The employee may lodge the violation report directly to the current chairperson of the Audit Committee at the following address of any other address which may be notified from time to time. The complaints may be lodged through email which shall be protected by password and only be accessible by the member of the management concerns or Audit Committee or any person authorized by the Committee.

To,
The Chairperson
Audit Committee,
Gokul Agri International Limited
“Gokul House”,43, Shreemali Co-Op. Society,
OPP. Shikhar Building, Navrangpura,
Ahmedabad 380009

5.4. On receipt of the protected disclosure the Audit Committee shall make a record of the Protected Disclosure and also ascertain from the complainant whether he was the person who made the protected disclosure or not before referring the matter to the Audit Committee of GAIL for further appropriate investigation and needful action. The record will include:

a) Brief facts;
b) Whether the same Protected Disclosure was raised previously by anyone, and if so, the outcome thereof;
c) Whether the same Protected Disclosure was raised previously on the same subject;
d) Details of actions taken by Audit Committee for processing the complaint.
e) Findings of the Audit Committee;
f) The recommendations of the Audit Committee / other action(s).

5.5 The Audit Committee if deems fit may call for further information or particulars from the complainant.

6. INVESTIGATION

6.1. All protected disclosures under this policy will be recorded and thoroughly investigated. The Audit Committee (AC) may investigate and may at its discretion consider involving any other Officer of the Company including Vigilance and Security Superintendent of the Company for the purpose of investigation.

6.2. The decision to conduct an investigation taken Audit Committee by itself not an accusation and is to be treated as a neutral fact finding process.

6.3. Subject(s) will normally be informed in writing of the allegations at the outset of a formal investigation and have opportunities for providing their inputs during the investigation.

6.4. Subject(s) shall have a duty to co-operate with the Audit Committee or any of the Officers appointed by it in this regard to the extent that such cooperation will not compromise self incrimination protections available under the applicable laws.

6.5. Subject(s) have a responsibility not to interfere with the investigation. Evidence shall not be withheld, destroyed or tampered with and witness shall not be influenced, coached, threatened or intimidated by the subject(s).

6.6. Unless there are compelling reasons not to do so, subject(s) will be given the opportunity to respond to material findings contained in the investigation report. No allegation of wrong doing against a subject(s) shall be considered as maintainable unless there is good evidence in support of the allegation.

6.7. Subject(s) have a right to be informed of the outcome of the investigations.

6.8. The investigation shall be completed normally within 90 days of the receipt of the protected disclosure and is extendable by such period as the Audit Committee deems fit and as applicable.

7. DECISION AND REPORTING

7.1. Audit Committee along with its recommendations will report its findings to the Managing Director within 15 days of receipt of report for further action as deemed fit. In case prima facie case exists against the subject, then the Managing Director shall forward the said report with its recommendation to the concerned disciplinary authority for further appropriate action in this regard or shall close the matter, for which he shall record the reasons. Copy of above decision shall be addressed to the Audit Committee, the complainant and the subject.

7.2. The audit committee after providing an opportunity to the subject to explain his position and after completion of investigation shall submit a report along with its recommendationto the MD. After considering the report and recommendation as aforesaid, MD shall forward the said report with its recommendation to the concern disciplinary authority for further appropriate action in this regard or shall close the matter, for which he shall record the reasons. Copy of the above decision shall be addressed to the Audit Committee, the complainant and the subject.

7.3. In case the Subject is the MD of the Company, the Chairman of the Audit Committee after examining the Protected Disclosure shall forward the Protected disclosure to other members of the Audit Committee if deemed fit. The Audit Committee shall appropriately and expeditiously investigate the Protected Disclosure.

7.4. If the report of investigation is not to the satisfaction of the complainant, the complainant has been right to report the event to the appropriate legal or investigating agency.

7.5. A complainant who makes false allegations of unethical & improper practices or about wrongful conduct of the subject to the Audit Committee shall be subject to appropriate disciplinary action in accordance with the rules, procedures and policies of the Company.

8. SECRECY / CONFIDENTIALITY.

8.1. The complainant, Members of Audit committee, the Subject and everybody involved in the process shall:

8.1.1. Maintain confidentiality of all matters under this Policy
8.1.2. Discuss only to the extent or with those persons as required under this
policy for completing the process of investigations.
8.1.3. Not keep the papers unattended anywhere at any time
8.1.4. Keep the electronic mails / files under password.

9. PROTECTION.

9.1. 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 Blowers. Complete protection will, therefore, be given to Whistle Blowers against any unfair practice like retaliation, threat or intimidation of termination / suspension of service, disciplinary action, transfer, demotion, refusal of promotion 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.

9.2. A Whistle Blower may report any violation of the above clause to the Chairman of the Audit Committee, who shall investigate into the same and recommend suitable action to the management.

9.3. The identity of the Whistle Blower shall be kept confidential to the extent possible and permitted under law. The identity of the complainant will not be revealed unless he himself has made either his details public or disclosed his identity to any other office or authority. In the event of the identity of the complainant being disclosed, the audit committee is authorized to initiate appropriate action as per extant regulations against the person or agency making such disclosure. The identity of the Whistleblower, if known, shall remain confidential to those persons directly involved in applying this policy.

9.4. Any other Employee assisting in the said investigation shall also be protected to the same extent as the Whistle Blower.

9.5. Provided however that the complainant before making a complaint has reasonable belief that an issue exists and he has acted in good faith. Any complaint not made in good faith or repeated frivolous complaints being filed by a director or an employee and as assessed as such by the audit committee shall be viewed seriously and the complainant shall be subject to disciplinary action as well as suitable action against the concern director or employee including reprimand. This policy does not protect an employee from an adverse action taken independent of his disclosure of unethical and improper practice etc. unrelated to a disclosure made pursuant to this policy.

10. ACCESS TO CHAIRMAN OF THE AUDIT COMMITTEE

10.1. The Whistle Blower shall have right to access Chairman of the Audit Committee directly in exceptional cases and the Chairman of the Audit Committee is authorized to prescribe suitable directions in this regard.

11. COMMUNICATION.

11.1. A whistleblower policy cannot be effective unless it is properly communicated to employees. Employees shall be informed through by publishing in notice board and the web site of the company.

12. RETENTION OF DOCUMENTS.

12.1. All Protected disclosures documented along with the results of Investigation relating thereto, shall be retained by the Audit Committee for a period of 5 (five) years or such other period as specified by any other law in force, whichever is more.

13. ADMINISTRATION AND REVIEW OF THE POLICY.

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

14. ANNUAL AFFIRMATION.

14.1. The Company shall annually affirm that it has provided protection to the complainant from unfair adverse personal action. The affirmation shall also form part of Corporate Governance report which is attached to the Annual report of the Company.

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