Compliances

Preamble

Under Section 177 of the Companies Act, 2013, our company has designed 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 also make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

Policy Objectives

The Vigil Mechanism aims to provide a channel to the Directors and employees to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Codes of Conduct or policy. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, the Company encourages its employees who have genuine concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment.

Definitions

"Protected Disclosure" means a written communication of a concern made in good faith, which discloses or demonstrates information that may evidence an unethical or improper activity under the title "SCOPE OF THE POLICY" with respect to the Company. It should be factual and not speculative and should contain as much specific information as possible to allow for proper assessment of the nature and extent of the concern.

"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. "Vigilance Officer/Vigilance Committee or Committee" is a person or Committee of persons, nominated/appointed to receive protected disclosures , maintaining records thereof, placing the same before the Audit Committee for its disposal and informing the person disclosing the result thereof.

Scope

The Policy covers disclosure of any unethical and improper or malpractices and events which have taken place/ suspected to take place involving:

1. Breach of Business Integrity and Ethics
2. Breach of terms and conditions of employment and rules thereof
3. Intentional Financial irregularities, including fraud, or suspected fraud
4. Deliberate violation of laws/ regulations
5. Gross or Wilful Negligence causing substantial and specific danger to health, safety and environment
6. Manipulation of company data/ records
7. Pilferation of confidential/ propriety information
8. Gross Wastage/ misappropriation of Company funds/ assets

Procedure

All Protected Disclosures should be reported in writing by the complainant as soon as possible, not later than 30 days after the complainant becomes aware of the same and should either be typed or written in a legible handwriting in English. The Protected Disclosure should be submitted under a covering letter signed by the complainant in a closed and secured envelope and should be super scribed as "Protected disclosure under the Vigil Mechanism Policy" or sent through email with the subject "Protected disclosure under the Vigil Mechanism Policy"

The contact details of the Vigilance Officer are as under or contact the Chairman of the Audit Committee in case the issue is not solved by the vigilance officer:
Name and Address - Chander Kant Sharma (Whole Time Director and KMP)
House no.-74, Asiad Vill Complex, New Delhi, 110049

On receipt of the protected disclosure the Vigilance Officer shall process the Protected Disclosure.

Eligibility

All Directors and Employees of the Company are eligible to make Protected Disclosures under the Policy in relation to matters concerning the Company.

Investigation

All Protected Disclosures under this policy will be recorded and thoroughly investigated. The Vigilance Officer will carry out an investigation either himself/herself or by involving any other Officer of the Company/ Committee constituted for the same /an outside agency before referring the matter to the Audit Committee of the Company. The Audit Committee, if deems fit, may call for further information or particulars from the complainant and at its discretion, consider involving any other/additional Officer of the Company and/or Committee and/ or an outside agency for the purpose of investigation. The investigation by itself would not tantamount to an accusation and is to be treated as a neutral fact finding process.

Confidentiality

he complainant, Vigilance Officer, Members of Audit Committee, the Subject and everybody involved in the process shall, maintain confidentiality of all matters under this Policy.

Decision and Reporting

If an investigation leads to a conclusion that an improper or unethical act has been committed, the Chairman of the Audit Committee shall recommend to the Board of Directors of the Company to take such disciplinary or corrective action as it may deem fit. Any disciplinary or corrective action initiated against the Subject as a result of the findings of an investigation pursuant to this Policy shall adhere to the applicable personnel or staff conduct and disciplinary procedures. A complainant who makes false allegations of unethical & improper practices or about alleged wrongful conduct of the Subject to the Vigilance Officer or the Audit Committee shall be subject to appropriate disciplinary action in accordance with the rules, procedures and policies of the Company.

Disqualifications

While it will be ensured that genuine complainants are accorded complete protection from any kind of unfair treatment as herein set out, any abuse of this protection will warrant disciplinary action. Protection under this Policy would not mean protection from disciplinary action arising out of false or bogus allegations made by a complainant knowing it to be false or bogus or with a mala fide intention. Complainants, who make any Protected Disclosures, which have been subsequently found to be mala fide, frivolous or malicious, shall be liable to be prosecuted.

Communication

Directors and Employees shall be informed of the Policy by publishing on the notice board and the website of the Company.

Amendment

The Company reserves its right to amend or modify this Policy in whole or in part, at any time without assigning any reason whatsoever. However, no such amendment or modification will be binding on the Directors and employees unless the same is not communicated in the manner described as above.

Retention Of Documents

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

1. The term of Appointment

Appointment is for a period of 3 years with effect from 2nd March 2015. However, ID have been appointed as an Additional Director by the Board to hold the office up to the date of the next annual general meeting. Therefore, the appointment is subject to members' approval at the next annual general meeting

2. The expectations of the Board from the appointed Director

• The Company anticipates commitment of sufficient time and attention as may be required from time to time in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.
• Not disclose any confidential information unless such disclosure is expressly approved by the Board.
• Uphold ethical standard of Integrity and Probity
• Refrain from any action that will lead to loss of Independence.
• Exercise your responsibilities in bona fide manner and in the best interest of the Company.

3. Appointment in Board-level committee and its tasks

During the appointment you may be asked to serve on one or more of the Board Committees and you have been provided with copies of the terms of reference for each of those committees.

4. The fiduciary duties that come with such appointment along with accompanying liabilities

• You shall not breach any of the terms and conditions pertaining to Independent Directors as mentioned in the Companies Act, 2013 or any other laws as may be applicable
• You shall disclose interest in any of the contract or arrangements and also disclose the interest on periodical basis as required under law.
• You shall not engage in Insider Trading activities.
• You shall ensure compliance of all the laws of the land.

5. Provision for Directors and Officers (D and O) insurance, if any The proposal for D and O insurance for the Directors and Officers are under consideration.

6. The Code of Business Ethics that the Company expects its directors and employees to follow:

A copy of Schedule IV of the Companies Act, 2013, detailing the code to professional conduct of Independent Director is enclosed as Annexure -1. You shall annually affirm, in writing, the compliance with the code.

7. The list of actions that a director should not do while functioning as such in the company.
You shall not:

• Misuse the information in their possession for personal gains.
• Engage in any way (both directly and indirectly) with the competitors.
• In any way indulge in activities which may be construed as conflict of interest.
• Enter into any contract or arrangements wherein he is directly or indirectly interested.

The above list is only indicative and not exhaustive.

8. The remuneration, mentioning periodic fees, reimbursement of expenses for participation in the Boards and other meetings and profit related commission, if any

The remuneration policy for non-whole time directors, including the Independent Directors, is reviewed by the Board or Committee thereof. You shall be remunerated by way of Sitting Fees of Rs. 5000/- (Five Thousand only) for each meeting of the Board and Committee meetings of the Board.

9. Others:

The Appointment Letter is issued based on the Act, Rules and other Regulations prevalent at the time of appointment. Any change in above, shall automatically entail changes in the terms and conditions.

The Board or its Committee are empowered to review and change the terms and conditions of this letter. Any changes, thereof, will be informed to you.

(Annexure - I)

Code for Independent Directors

The Code is a guide to professional conduct for independent directors. Adherence to these standards by independent directors and fulfillment of their responsibilities in a professional and faithful manner will promote confidence of the investment community, particularly minority shareholders, regulators and companies in the institution of independent directors.

1. Guidelines of professional conduct:

An independent director shall:

• uphold ethical standards of integrity and probity;
• act objectively and constructively while exercising his duties;
• exercise his responsibilities in a bona fide manner in the interest of the company;
• devote sufficient time and attention to his professional obligations for informed and balanced decision making;
• not allow any extraneous considerations that will vitiate his exercise of objective independent judgment in the paramount interest of the company as a whole, while concurring in or dissenting from the collective judgment of the Board in its decision making;
• not abuse his position to the detriment of the company or its shareholders or for the purpose of gaining direct or indirect personal advantage or advantage for any associated person;
• refrain from any action that would lead to loss of his independence;
• where circumstances arise which make an independent director lose his independence, the independent director must immediately inform the Board accordingly;
• assist the company in implementing the best corporate governance practices.

2. Role and functions:

The independent directors shall:

• help in bringing an independent judgment to bear on the Board's deliberations especially on issues of strategy, performance, risk management, resources, key appointments and standards of conduct;
• bring an objective view in the evaluation of the performance of board and management;
• scrutinize the performance of management in meeting agreed goals and objectives and monitor the reporting of performance;
• satisfy themselves on the integrity of financial information and that financial controls and the systems of risk management are robust and defensible;
• safeguard the interests of all stakeholders, particularly the minority shareholders;
• balance the conflicting interest of the stakeholders;
• determine appropriate levels of remuneration of executive directors, key managerial personnel and senior management and have a prime role in appointing and where necessary recommend removal of executive directors, key managerial personnel and senior management;
• moderate and arbitrate in the interest of the company as a whole, in situations of conflict between management and shareholder's interest.

3. Duties:

The independent directors shall:

• undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the company;
• seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice and opinion of outside experts at the expense of the company;
• strive to attend all meetings of the Board of Directors and of the Board committees of which he is a member;
• participate constructively and actively in the committees of the Board in which they are chairpersons or members;
• strive to attend the general meetings of the company;
• where they have concerns about the running of the company or a proposed action, ensure that these are addressed by the Board and, to the extent that they are not resolved, insist that their concerns are recorded in the minutes of the Board meeting;
• keep themselves well informed about the company and the external environment in which it operates;
• not to unfairly obstruct the functioning of an otherwise proper Board or committee of the Board;
• pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure themselves that the same are in the interest of the company;
• ascertain and ensure that the company has an adequate and functional vigil mechanism and to ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use;
• report concerns about unethical behaviour, actual or suspected fraud or violation of the company's code of conduct or ethics policy;
• acting within his authority, assist in protecting the legitimate interests of the company, shareholders and its employees;
• not disclose confidential information, including commercial secrets, technologies, advertising and sales promotion plans, unpublished price sensitive information, unless such disclosure is expressly approved by the Board or required by law.

The provisions of this Code can be amended and modified by the Board of Directors of the Company from time to time and all such amendments and modifications shall take effect from the date stated therein. All officers shall be duly informed of such amendments.