Corporate Governance Code of Business ConductWhistle Blower PolicyPOSH PolicyCode of Business Conduct Code of Business Conduct CONFLICTS OF INTEREST 1.1 Conflicts of Interest Every employee is expected to maintain a fine equilibrium between his / her professional and personal dealings/interactions. As regimented as it may sound, yet, DTPL requires its employees to carefully maintain this balance at all times. All employees must keep away from situations that may result in “Conflict of Interest”. “Conflict of Interest” arises in a situation where an employee has any private or personal interest which is sufficient to influence the objective and accordingly exercise of his/her judgement in the discharge of duties. Involvement in a situation in which, the Company’s interest has an actual or potential conflict with the employee’s private or personal interest is an unacceptable practice, and will be viewed as a dilution of the trust that DTPL has reposed in the employee. An employee’s primary employment obligation is to the Company. The Company’s employees shall avoid entering into any situation in which their personal or financial interests may conflict with those of the Company’s including related party transactions. Employees should not place themselves in a position where they are, or appear to be, under personal obligation to any person who might benefit or seek to gain special consideration or favour resulting from the relationship. Business decisions must be taken on an arm’s length basis, duly supported by relevant facts and justified rationale such as quality, track record, competitive pricing, etc. Illustrative Instances that indicate Conflict of Interest: Hiring or recommending the hiring of a vendor/business associate which employs a close relative or in which, DTPL ‘s employee or his/her close relative has an influencing ownership stake or Negotiating or dealing with vendor/service provider with whom the employee has personal relationship running beyond business relationship unless the relationship is disclosed and other employees form part of such negotiation / Participating in a decision of the Company to hire or promote a family member or relative of the employee or using their position in the Company to solicit clients for their business or a business operated by a family member or relative on the employees’ part or who might seek in any way preferential treatment in relation to the Giving preferential treatment to relatives, personal friends, or to organizations in which the employee or his or her relatives or personal friends have an interest, financial or otherwise. Using DTPL‘s assets, contacts, possessions or other resources to directly or indirectly start or support a private business activity, by oneself or through a close Acceptance of gift(s) or favour(s) from a vendor/business associate by a DTPL employee or by a close relative, except where it is in the form of sweets, dry fruits, flowers or other items of a small value, clearly displaying a gesture of Awarding of contract(s) to a vendor/business associate in view of his/her contributions to charitable or community campaigns to which an employee is Performing services or practicing of any service externally (in the form of a consultant) for a competitor, vendor, sub-contractor, customer, business associate, etc. (whether directly or indirectly), whilst employed with Benefiting from a business opportunity, either through oneself or through a close relative that would otherwise belong to DTPL or which is in competition with Using DTPL‘s assets, contacts, possessions or other resources to directly or indirectly start or support a private business activity, by oneself or through a close Moonlighting, regular trading in the Company’s shares, investments in the enterprises of business partners, competitors, associates, etc., whether directly or Using Official Tours to disguise Personal Use / Purposes / Agendas / Employees should always act in the best interests of DTPL and should not enter into any kind of private transactions that directly or indirectly bring personal advantage. Business decisions must be taken on an arm’s length basis, and duly supported by relevant facts, and justified rationale such as quality, track record, competitive pricing, etc. Identifying or recognizing a “Conflict of Interest” situation, very often requires a sensitive conscience and good judgment; especially when the “Conflict of Interest” arises from “indirect” influence(s) or relationship(s). Very often, private and personal interpretations/perspectives may cloud a person’s objectivity. Hence, it may be considerably easier to recognize a situation where another person is in conflict of interest rather than oneself. When in doubt, always seek a written clarification from any of the Reporting Authorities (Namely, Compliance Officer) mentioned. Thereafter, act in accordance with such written clarification and advice, to discontinue or continue the actions giving rise to the real or perceived conflict of interest. In general, a conflict of interest exists for employees, who use their position in the Company for the benefit of their own self, friends, family or relatives. It is recommended that employees keep a safe distance from transactions /situations that may even remotely be perceived as a “Conflict of Interest”, and distance themselves from being a part of the decision making process. All employees must: Disclose to their Function Head Acquisition of 2% or more number of shares of a publicly traded company, which is recognized/identified by the Management as a competitor, in any of the Company’s lines of Participation, either directly or through a close relative, in the ownership or management of private companies, closely-held public companies, partnerships or sole proprietary concerns, if they are in competition/associated with the Company’s business Analyze objectively, the situations of “Conflict of Interest” which he/she is called upon to approve and record reasons for approving/disallowing the transaction(s). Give prime importance to factors like materiality of financial impact, integrity and decision making powers of the concerned employee, whilst taking a decision. Seek clarifications – Should a Function Head be involved in a similar situation, he/she should seek clarifications/approval from any of the Reporting Authorities mentioned It is recommended that employees keep a safe distance from transactions /situations that may even remotely be perceived as a “Conflict of Interest” and distance themselves from being a part of the decision making process. If a Conflict of Interest has occurred or if an employee faces a situation that may involve or lead to a Conflict of Interest, the employee shall disclose it to his or her Line Manager and/or the HR or the Legal function to resolve the situation in a fair and transparent manner. 2.Fraud The Company is committed to the elimination of fraud and to rigorous investigation of any suspected cases of fraud. Where fraud or any criminal act is found, to ensure that wrongdoers are appropriately dealt with, all acts of fraud will be subject to strict disciplinary action, including dismissal, possible civil and/or criminal action against the concerned employee, forfeiture of employee benefits, including salary /retiral benefits etc. Some examples of fraud include: Disregarding or violating Company’s Rules of Procedure or other standard processes Preparing / submitting / manipulating supplier quotes with the intent of awarding contracts to another identified Submitting false expense reports Forging or altering cheques; Misappropriating assets or misusing Company’s property; Unauthorised handling or reporting of transactions; Inflating sales numbers by shipping inventory known to be defective or non- conforming; Making any entry on Company records or financial statements that is not accurate and in accordance with proper accounting standards Misuse of authority to gain benefit for yourself or for others Withholding information of fraud committed on the Company 3.Bribery & Corruption The Company is committed to abide by all laws and regulations to prevent bribery and corruption wherever business is conducted. We interpret the term ‘bribe’ broadly to include any illicit advantage offered or accepted as an inducement to or reward for performing or abstaining from performing any Company duties. Items considered bribes include cash, cash equivalents, loans, commissions, benefits in kind or other advantages. Promising, offering, seeking, accepting bribes in any form, directly or indirectly is strictly prohibited. DTPL has zero tolerance towards bribery and corruption. Employees must never, directly or through intermediaries (agents, partners, contractors, family members or anyone else acting on someone’s behalf), offer or promise any personal or improper financial or other advantage in order to obtain or retain a business or other advantage from a third party, whether public or private. Nor must they accept any such advantage in return of any preferential treatment of a third party. Moreover, employees must refrain from any activity or behavior that could give rise to the appearance or suspicion of such conduct or the attempt thereof. The funds and resources of the Company shall not be used directly or indirectly for any such purpose. Moreover, employees are strictly prohibited from discussing terms with people who ask for or offer bribes. Anyone who receives an offer of bribery must immediately report it to their Manager and Compliance Officer of Dixcy. 4.Guidelines for Business Conduct 4.1 Gifts, Entertainment & Business Courtesies DTPL fosters a culture of appreciation and building relationships. However, it is important that these gestures be perceived as a “token gesture of goodwill” and not an “influence” or gratification. DTPL considers gifts, entertainment or business courtesies which could influence decision making, as unacceptable practice. Every employee needs to be conscious that a gift may also be construed as an unfair practice by certain business cultures or laws, inviting legal actions. DTPL discourages all its employees from receiving gifts or entertainment or business courtesies except otherwise provided herein. Employees shall not be influenced by receiving favours nor shall they try to improperly influence others by providing favours. Employees may only accept symbolic gifts, meals or business courtesies, which are appropriate under the circumstances and they shall not accept such symbolic gifts, if such behavior could create the impression of improperly influencing the respective business decision. Employees should make every effort to refuse or return gifts having commercial value. Under exceptional circumstances if gifts are to be accepted of limited or symbolic value such as pens, diaries, calendars, etc., then the same should be reported to the immediate superior and deposited with the Compliance Officer or such official nominated for this purpose by the Chief Financial Officer (CFO). Perishable gifts items may be distributed in office. When gifts are received, the reporting requirements shall be followed regardless of the final disposition of the gifts. Compliance Officer/Nominated official should circulate details of such gifts to the CFO on a quarterly basis. The acceptance of such gifts should not be construed or interpreted as being in exchange for a favour or favorable consideration. In offering symbolic gifts, it must be ensured that such gifts never unduly influence business decision making or cause others to perceive an undue influence. Business gifts, meals and entertainment of reasonable value may be provided to non- government individuals in support of business activities, so long as these courtesies are not offered for any improper purpose, do not violate any law or regulation, do not relate to work on a government contract and do not violate the Code, policies of the organization to which the individual belongs. DTPL strictly prohibits giving money or anything of value directly or indirectly to any Government official or employee of any Country for the purpose of influencing the Government employee or official. This prohibition includes giving money or anything of value to any third party where there is reason to believe that it will be passed on to a Government employee or official. Government departments and agencies could be governed by laws and regulations concerning acceptance by their employees or officials of entertainment, meals, gifts, gratuities and other things of value from firms and persons with which those departments and agencies conduct business or over which they exercise regulatory authority or oversight, which must be strictly adhered to. However, in offering such symbolic gifts as business courtesies, it must be ensured that offering of such gifts is not in breach of any local or international bribery laws and must not be remotely construed or interpreted as being in exchange of for a favour or favourable consideration. We are also under an obligation to ensure agents or others providing gifts or entertainment on the Company’s behalf follow our guidelines. When dealing with organizations or Government/Public sector corporations that have more restrictive limits or prohibitions against accepting business gifts and entertainment, we must abide by their standards. DTPL does not directly or indirectly, offer or promise future employment to any employee or official of a Government Department with whom it is required to deal with. Whistle Blower Policy Whistle Blower Policy Provides employees an opportunity to report unethical and improper practices or any other wrongful conduct in the Company. Scope of the Policy 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 funds, 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. Guiding Principles 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 person/(s) indulging in victimization Ensure complete confidentiality Not attempt to conceal evidence of the Protected Disclosure Take disciplinary action, if anyone 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 Anonymous Allegation Whistle blowers must put their names to allegations as follow-up questions and investigation may not be possible unless the source of the information is identified. Disclosures expressed anonymously will ordinarily NOT be investigated. How to Report Report in writing with full details with documentary proof (if possible) to: By e-mail to complianceofficer@dixcy.co.in Confidentiality Every effort will be made to maintain complete confidentiality of the employee reporting Unethical practice or wrongful conduct. What will be Done The Managing Director will get the matter investigated and if required report to the Audit Committee Appropriate action will be taken against the erring employee – This may be a warning, penalty, other disciplinary action etc. Protection to Employees Who Report All reporting made will be kept confidential No adverse action will be taken for reporting under this policy unless it turns out to be false and mischievous Management Action on False Disclosures An employee who knowingly makes false allegations of unethical & improper practices or alleged wrongful conduct shall be subject to disciplinary action, up to and including termination of employment, in accordance with Company rules, policies and procedures. Further this policy may not be used as a defense by an employee against whom an adverse personnel action has been taken independent of any disclosure made by him and for legitimate reasons or cause under Company rules and policies. POSH Policy Prevention, Prohibition and Redressal of Sexual Harassment at Workplace This Policy has been instituted based on the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013 (the “Act”) and the rules made thereunder. This policy will at all times be subject to the provisions of the as aforesaid and rules made thereunder (as amended from time to time) as in case of any inconsistency, between this policy and the Act, the latter will prevail. This Policy will come into force with immediate effect. Objective Dixcy Textiles Private Limited {“Company’) supports each individual employee’s rights to work in a professional atmosphere that promotes equal opportunities and prohibits discriminatory practices, including sexual harassment. Sexual harassment, whether verbal, hon —verbal, or physical is prohibited, unacceptable and will not be tolerated. Guiding Principles of the Policy The policy has been framed or the basis of the following key principles: Respect the dignity of employees at workplace Endeavour to instill and develop a transparent culture at workplace Provide a safe working environment free from sexual harassment Prohibit instances of sexual harassment at workplace Provide a redressal mechanism to put forward any grievances of sexual harassment and deal with them effectively, immediately and with due regard to confidentiality Educate and create awareness of the Policy amongst the employees and others to whom it applies Applicability This policy covers all persons employed at the Company’s workplace for any work on regular, temporary, ad hoc or daily wage basis, whether for remuneration or not, or working on a voluntary basis or otherwise, and includes a co-worker, probationer, trainee, apprentice, and third parties over which the company has control. The Policy also covers any instances of sexual harassment against any woman occurring within the Company’s workplace. Sexual Harassment Sexual Harassment includes, but not limited to the following: Unwelcome or unwanted physical contact, advances or conduct of any kind, including sexual flirtations, touching or propositions, leering, whistling, cornering, pinching. or patting Demeaning, insulting, intimidating or sexual suggesting comments (oral or written) about an individual personal appearance Verbal harassment of a sexual nature such as lewd comments, sexually coloured remarks, sexual jokes or references, questions or stories of a sexual nature and offensive personal references. Sending sexually suggestive written or recorded material including pornographic material that is offensive and intimidating Display of intimidating or sexually suggestive objects, pictures, posters, calendars, pornography or other visual material of a sexual or objectionable nature A demand or request for sexual favors. Pressure for sexual activity by offering, explicitly or impliedly, employment, preferential treatment in employment, financial benefits, advancement in employment or by an implied or explicit threat that an employee’s refusal or unwillingness to submit to sexual advances will affect the employees’ terms and conditions of employment. Any other unwelcome physical, verbal or non- verbal conduct of a sexual nature. Internal Complaints Committee 4.1 One or more committees called the internal complaints committee (‘Internal Complaints Committee) shall be established by the Company for administering this Policy. The Internal Complaints committee will be constituted in accordance with the Act and shall, subject to the provisions of the Act, consist of at least the following members as nominated by the Company from time to lime. A Presiding Officer, who shall be a woman employed at a senior level at workplace 2 members from amongst the employee’s 1 member from a non-governmental organization or association committed to the cause of women or a person familiar with the issues relating to the sexual harassment At least ore-half of the total members of the Internal Complaints Committee will be women The company may reconstitute the ICC ai any time and in manner it deems fit The ICC may frame administrative guidelines for its functioning and procedures for investigating a complaint, and shall be guided by the principles of natural justice and applicable law, of coup rulings, if any The ICC will meet as and when it receives any complaint and during such periodicity as it deems necessary to discharge Its function under the policy The quorum for any meeting of the ICC shall be at least 3 members personally present. In conducting an enquiry on receipt of a complaint, a minimum of 3 members of the ICC, including the Presiding Officer, need to be present A Convener may be appointed by the Internal Complaints Committee to assist in conduct of meetings and maintenance of records thereof The ICC may invite such persons as it deems fit to participate in its meetings, including senior management employees of the Company The ICC may seek and rely upon the advice of Internal audit teams of the company or external consultants and experts as it deems necessary Grievance Reporting Mechanism Any aggrieved woman to whom this policy applies may bring forth any instance of sexual harassment against her, by submitting six copies of a written compliant to the ICC. The compliant is to be addressed to the Presiding Officer of the ICC and is to be made within 3 months of the incident. Procedure on receipt of the Complaint The Chairperson shall, within one week of the receipt of a compliant under this policy, personally meet or designate a member of the Complaints Committee to meet the employee who has made the compliant and record the findings of such interview. After the interview as stated above, the Chairperson shall, on satisfaction of the existence of a prima facia case of sexual oriented behavior, within a further period of one week, initiate the Complaints Committee (including the Chairperson herself) to investigate the compliant jointly, record the findings/ reasons therefore and prepare a report to be presented to the MD. If the Chairperson is satisfied that there is no prima facia case of Sexually Oriented Behavior has occurred as complained of, she shall dismiss the complaint after recording in writing reasons, therefore. Investigation The Complaints Committee shall promptly and thoroughly investigate the Compliant referred to it and submit to the MD, a report of its findings within two weeks from the date of the Compliant being referred to. Every employee shall cooperate with the Complaints Committee in its investigation and any failure to cooperate will be deemed as a contravention of this Policy. The Committee shall document all investigations and findings and submit a “final report”, also containing a few recommended action/s. The management is bound to take one of the recommended actions mentioned in the final report. Proceedings and Communications of Findings On receipt of the “final report” also containing few recommended action/s, the MD will take appropriate action and communicate through the chairperson, the findings and the action being taken to the complainant and to the concerned employee against whom such complaint was made. The MD will also ensure that a closure report is submitted to the Chairperson of the Complaints Committee on completion on any action taken. The Complaints Committee shall follow principles of natural justice in all its proceedings and shall maintain confidentiality of the identity of the complainant and the witnesses. In case of compliant against an employee, who is/are members of the Complaints Committee, the MD will entrust the proceedings to any other senior and qualified manager/s who shall have the powers as the Complaints Committee in implementing this policy. The Chairperson shall complete al the proceedings in respect to the Compliant within three weeks from the date of receipt of the investigation report. Implementation of the Oder The MD shall be the implementing authority and shall implement the order of the Complaints Committee. The implementation of the order shall be within one week from passing of such order. Penalties Every employee who lodges a false compliant shall be liable for disciplinary action as per the rules of the company. An employee who threatens or intimidates other employees who has made a compliant under this policy or any witness thereof shall be liable for disciplinary action as per the rules of the company. Any violation of this policy by an employee would be subject to action as deemed appropriate by the Complaints Committee (including non-disclosure of any sexual harassment in the workplace). Amendments The Management shall have the power to make and vary such clauses in this policy, as it thinks fit. Miscellaneous The Complaints Committee shall ensure a quorum of at least 3 members when taking a decision/meeting. All records relating to complaints, investigations, meetings of the Committee shall be maintained and disclosed to the relevant authorities as required by the regulations. Members of the Complaints Committee: Chairperson (Woman)- Rinku Elsa George Deepa Mani Gokulakrishnan T Vishal Deokar Sanjana Eshwar Indumathi V External Person- Abhaya Tatavarthy from Parity Consulting