Corporate Policy

Code of Conduct

Policy No: 02 Effective Date April 1, 2019
Executive Owners DIXCY Leadership Team, Human Resource Department
  1. 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:

  1. 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
  2. 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 /
  3. 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
  4. 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
  5. 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
  6. 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
  7. 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
  8. 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
  9. 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
  10. Moonlighting, regular trading  in  the  Company’s  shares,  investments  in  the enterprises  of  business   partners, competitors, associates, etc., whether directly or
  11. 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 :

  1. Disclose to their Function Head
    1. 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
    2. 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
  1. Analyse objectively, the situations of “Conflict of Interest” which he/she is called upon to approve and record reasons for approving/disallowing the transaction(s).
  2. Give prime importance to factors like  materiality  of  financial  impact,  integrity  and decision making powers of the concerned employee, whilst taking a decision.
  3. 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:

  1. Disregarding or violating Company’s Rules of Procedure or other standard processes
  2. Preparing / submitting /  manipulating  supplier  quotes  with  the  intent  of awarding contracts to another  identified
  3. Submitting false expense reports
  4. Forging or altering cheques;
  5. Misappropriating assets or misusing Company’s property;
  6. Unauthorised handling or reporting of transactions;
  7. Inflating sales numbers by shipping inventory known to be defective or non- conforming;
  8. Making any  entry  on  Company  records  or   financial   statements   that   is   not accurate and in accordance with proper accounting standards
  9. Misuse of authority to gain benefit for yourself or for others
  10. 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

 

Policy No: 01

Effective Date

June 12, 2018
Executive Owners DIXCY Leadership Team, Human Resource Department

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:

  1. Ensure that the Whistle blower and/or the person processing the Protected Disclosure is not victimized for doing so
  2. Treat victimization as a serious matter, including initiating disciplinary action on person/(s) indulging in victimization
  3. Ensure complete confidentiality
  4. Not attempt to conceal evidence of the Protected Disclosure
  5. Take disciplinary action, if anyone destroys or conceals evidence of the Protected Disclosure made/to be made
  6. 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.

Prevention, Prohibition And Redressal of Sexual Harassment at Workplace

 

Policy No: 02

Effective Date

September 18, 2018
Executive Owners DIXCY Leadership Team, Human Resource Department

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 Order

  • The MD shall be the implementing authority and shall implement the order of the Complaint 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:

  1. Chairperson (Woman)- Rinku Elsa George
  2. Deepa Mani
  3. Gokulakrishnan T
  4. Vishal Deokar
  5. Sanjana Eshwar
  6. Indumathi V
  7. External Person- Abhaya Tatavarthy from Parity Consulting