Corporate Policy - Viswaat Chemicals Limited

Anti-Sexual Harassment Policy

1. POLICY STATEMENT

As a Company, we are committed to conducting and governing ourselves with ethics, transparency and accountability and to this, we have developed governance structures, practices and procedures that ensure that ethical conduct at all levels is promoted across our value chain. It is thus in acknowledgement of and consonance with these values, that we are dedicated to ensuring that the work environment at all our locations is conducive to fair, safe and harmonious relations, based on mutual trust and respect, between all the associates of the Company. We also strive to guarantee a safe and welcoming environment to all those who visit any of our locations in any capacity, such as customers, vendors etc. Discrimination and harassment of any type is strictly prohibited. We wish to promote and maintain this culture to ensure that associates of the Company do not engage in practices that are abusive in any form or manner whatsoever.

The Company aims to provide a safe working environment and prohibits any form of sexual harassment. Hence any act of sexual harassment or related retaliation against or by any associate is unacceptable. This policy therefore, intends to prohibit such occurrences and also details procedures to follow when an associate believes that a violation of the policy has occurred within the ambit of all applicable regulations regarding Sexual Harassment.

Making a false complaint of sexual harassment or providing false information regarding a complaint will also be treated as a violation of policy.

Violation of this policy will call for strict disciplinary action up to and including termination

2. ACRONYMS

Term/ Acronym	Explanation
HR	Human Resources
NGO	Non-Governmental Organization
RM	Reporting Manager
HRC	Harassment Redressal Committee

3. APPLICABILITY

This policy will extend to all associates of the Company including those employed on contractual basis. The policy also extends to those who are not associates of the Company, such as customers, visitors etc., but are subjected to sexual harassment at the Premises (defined hereinafter) of the Company.

4. SCOPE

The scope of the Policy is restricted to the following for all associates:

business locations of the Company
ii. any external location visited by associates due to or during the course of their employment with the Company such as business locations of other Companies/entities, guest houses etc
iii. any mode of transport provided by the Company (or a representative of the Company) for undertaking a journey to and from the aforementioned locations

Without any prejudice to the rights of an associate in relation to the above the scope includes, any complaint raised specifically by an associate of the Company due to being subjected to any act of sexual harassment by another associate of the Company

at any location, including but not limited to the private residences of the aggrieved associate; or
in any mode of transport

5. DEFINITIONS

“Sexual harassment" includes any unwelcome sexually determined behavior (direct or implied) such as physical contact and advances, unwelcome communications or invitations, demand or request for sexual favors, sexually cultured remarks, showing pornography, creating a hostile work environment and any other unwelcome “sexually determined behavior” (physical, verbal or non-verbal conduct) of a sexual nature

“Sexual Harassment” would also mean:

i. Quid pro quo sexual harassment, which means something in return or an exchange of one thing for another.

In the workplace, quid pro quo sexual harassment takes place if sexual favors are asked in exchange for any kind of special treatment on the job. Threatening an associate if he/she does not consent to such sexual advances or favors also amounts to sexual harassment. The act of ‘asking’ may either be verbal or implied and the ‘sexual conduct’ may be verbal or physical. But, in either case, it must be unwelcome
For eg: Direct or implied requests or offers by any associate for sexual favors in exchange for actual or promised job benefits such as favorable reviews, salary increases, promotions, increased benefits, or continued employment constitutes sexual harassment.

ii. Hostile work environment includes

Hostile environment sexual harassment occurs when either speech or conduct of a sexual nature takes place, and is seen or perceived as offensive and interferes with the work performance of the recipient, or any one or more associates
Hostile environment sexual harassment may also include intimidating or harassing conduct that is directed at an individual, or a group of individuals
It will also mean related retaliation which includes marginalizing someone in the workplace with regard to his / her roles and responsibilities, socially ostracizing, intimidating someone physically, psychologically, and emotionally or someone close to or related to the victim

This is only an indicative list of the possible acts which could be treated as sexual harassment and is in no way intended to be construed as an exhaustive list.

In countries where local laws / regulations have clearly defined ‘sexual harassment’ and procedure to address any complaint relating to it, the interpretation of ‘sexual harassment’ & the investigation procedure shall be guided in accordance with the local laws / regulations as applicable.

6. PREVENTION ACTION

The Company will take reasonable steps to ensure prevention of sexual harassment at work which may include circulating applicable policies and other relevant information to all associates, including to all new joinees.

7. REDRESSAL COMMITTEE

The Company will have a centralized redressal committee with a representation across the Company locations, to specifically address any complaints of sexual harassment.

The committee representative will review all cases of sexual harassment reported within the Company, on case to case basis, respective unit HR representatives would also be involved. In addition to handling complaints of sexual harassment, the committees will also co-ordinate preventive activities to create a sexual harassment free atmosphere via:

Common Info mailers
Floating Articles on the same, from time to time

The Chairperson and every Member of the Committee shall hold office for a period not exceeding

five years, from the date of their nomination. The committee members, unit HR representatives and reporting managers will be provided necessary training inputs to handle such issues effectively and with the required sensitivity and concern.

8. PROCEDURE FOR DEALING WITH COMPLAINTS

8.1 FILING OF A COMPLAINT

If any associate believes that (s)/he has been subjected to sexual harassment, such person may file

a complaint with any member of the committee or send an email to info@viswaatchem.com The committee member on receiving a complaint will intimate the committee head. The committee head would arrange for a meeting within one week of receipt of the complaint for discussing the complaint raised.

Complaints must be brought within 3 months of the incident of Sexual Harassment.

Complaints brought after that time period will not be pursued absent extraordinary circumstances. The determination of whether the complaint was timely or whether extraordinary circumstances exist to extend the complaint period must be made in conjunction with the Legal Team.

Every attempt will be made to get the Complainant to provide the complaint in writing. The complaint shall include the circumstances giving rise to the complaint, the dates of the alleged occurrences, and names of witnesses, if any. The complaint shall be signed by the Complainant.

Complaints made anonymously or by a third party must also be investigated to the extent possible.

Where the aggrieved associate is unable to make a complaint on account of her/his physical or mental incapacity or death or otherwise, her/his legal heir or such other person as may be prescribed may make a complaint within 3 months of the incident.

If the complaint does not rise to the level of sexual harassment, the Committee may determine to dismiss the complaint without further investigation after consultation with Legal Team.

8.2 PROCESS OF ENQUIRY

The Committee will ask the complainant to prepare a detailed statement of incidents/allegations. The statement of allegations will be shared with the accused.
The accused will be asked to prepare a response to the statement of allegations and submit to the Committee within the given time.
The statements and other evidence obtained in the inquiry process will be considered confidential.
The Committee will organize verbal hearings with the complainant and the accused.
During the inquiry process, the complainant and the accused would be expected to refrain from any form of threat, intimidation or influencing of witnesses.
The committee will conduct inquiry in accordance with the practices of natural justice, i.e the Complainant will be offered to the accused for cross-examination and vice versa.
The Committee will arrive at a decision after carefully and fairly reviewing the circumstances, evidence and relevant statements.
The Committee will ensure confidentiality during the inquiry process and will ensure that in the course of investigating a complaint:
- (i) Both parties will be given reasonable opportunity to be heard along with witnesses and to produce any other relevant documents;
- (ii) Upon completion of the investigation, both parties will be informed of the results of the investigation.
The committee will be empowered to do all things necessary to ensure a fair hearing of the complaint including all things necessary to ensure that victims or witnesses are neither victimized nor discriminated against while dealing with a complaint of sexual harassment. In this regard the committee will also have the discretion to make appropriate interim recommendations in relation to an accused person (pending the outcome of a complaint) including suspension, transfer, leave, change of work location etc.
The investigation into a complaint will be conducted in such a way as to maintain confidentiality to the extent practicable under the circumstances.
The committee will investigate and prepare an enquiry report with recommendations within 4 weeks.

8.3 DECISION AND ACTION

Once the investigation is completed, a determination will be made regarding the validity of the harassment allegations. If it is determined that harassment has occurred; prompt, remedial action will be taken. The unit HR representative will share the investigation details and the findings thereof with the appropriate functional Head HR and agree on the applicable disciplinary action. This may include some or all of the following:

Restore any lost terms, conditions or benefits of employment to the complainant.
Discipline the accused. This discipline can include demotion, suspension, and termination.

The disciplinary action will be carried out by the concerned HR department. Such disciplinary action may even include transfer, demotion or termination. All related documents will be maintained in the associate’s folder, ensuring confidentiality.

This anti-sexual harassment policy shall not, however, be used to raise malicious complaints. If a complaint has been made in bad faith, as demonstrated by clear and convincing evidence, disciplinary action which may include demotion, suspension or termination will be taken against the person raising the complaint.

The Chairperson will share the details of all complaints received and redressed with the Corporate Ombudsman on a quarterly basis.

As per the “ Provisions of The Sexual Harassment of Women at Workplace ( Prevention, Prohibition and Redressal ) Act, 2013 , “the employer shall include in its report the number of cases filed, if any, and their disposal under this act in the Annual report of the company or where no such report is required to be prepared, intimate such number of cases, if any, to the district officer.”

9. SEXUAL HARRASMENT AND CLIENT/PARTNERS

The Company encourages its clients/partners to have a commitment to a sexual harassment free working atmosphere within their Companies. The Company may play a facilitating role in redressal of complaints of sexual harassment in such circumstances.

10. POLICY IMPLEMENTATION AND REVIEW

The policy will be implemented and reviewed by the HR department. The Company reserves the right to amend, abrogate, modify, rescind / reinstate the entire policy or any part of it at any time.

11. GUIDELINES FOR REDRESSAL COMMITTEE

Role of the Committee:

Review the complainant’s complaint in a fair and objective manner
Help the complainant and the accused find a way of solving the problem
Determine the facts of the case with the individuals concerned and the witnesses, if any, and prepare a report with the findings
Be bound in the principle of natural justice and be unbiased in their evaluation

Conciliation:

The Committee before initiating an inquiry, at the request of the complainant should take steps to settle the matter between the complainant and the accused through conciliation provided that no monetary settlement shall be made as a basis of conciliation
Where a settlement has been arrived the Committee shall record the settlement so arrived and forward the same to the Head HR – Frameworks to take action as specified in the recommendation.
The Committee shall provide the copies of the settlement as recorded to the complainant and the accused.
Where a settlement is arrived no further inquiry shall be conducted by the Committee.

Procedure for dealing with complaints:

Refer to clause 8.2 on Process of Enquiry as stated above.

General Instructions:

Any information relating to conciliation and inquiry proceedings, recommendations of the Committee and the action taken shall not be published, communicated or made known to the public, press /media in any manner.
Where any person entrusted with the duty to handle or deal with the complaint, inquiry or any recommendations or action to be taken, contravenes, he/she shall be liable for action as per the company’s disciplinary policy

Committee Members:The committee members are below: -

Mr. Venktesh Charan – Director - Chairman
Mr. Vishvanath B Mundra – GM Fin & CS - Member
Mr. Ramakant Dubey – GM (Ambernath Works) - Member
Mr. Prem Yadav –Manufacturing Head - Member

Whistle Blower Policy

1. PREFACE

Viswaat Chemicals Limited (”the Company”) has adopted a Code of Ethics that lays down the principles and standards to ensure that the affairs of the company are conducted with highest standards of honesty, integrity and ethical behavior. Any actual or potential violation of the Code, howsoever insignificant or perceived as such, would be a matter of serious concern for the company.

Accordingly, this Whistle Blower Policy (“the Policy”) has been formulated with a view to provide a mechanism for directors and employees of the Company to approach the MD or the Chairman of the Audit Committee of the Company.

1. DEFINITIONS

The definitions of some of the key terms used in this Policy are given below. Capitalised terms not defined herein shall have the meaning assigned to them under the Code.

"Audit Committee” means the Audit Committee constituted by the Board of Directors of the Company in accordance with Section 177 of the Companies Act, 2013.

"Employee" means every employee of the Company, including the Directors in the employment of the Company.

"Code" means the Code of Ethics adopted by the Company.

"Investigator(s)" mean the person(s) authorised, appointed, consulted or approached by the Audit Committee and includes the auditors of the Company and the police.

"Protected Disclosure" means any communication made in good faith that discloses or demonstrates information that may evidence unethical or improper activity.

"Subject" means a person against or in relation to whom a Protected Disclosure has been made or evidence gathered during the course of an investigation.

"Whistle Blower" means an Employee making a Protected Disclosure under this Policy

3. SCOPE

This Policy is an extension of the Code of Ethics. The Whistle Blower's role is that of a reporting party with reliable information. They are not required or expected to act as investigator(s) or finder(s) of facts, nor would they determine the appropriate corrective or remedial action that may be warranted in a given case.
Whistle Blowers should not act on their own in conducting any investigative activities, nor do they have a right to participate in any investigative activities other than as requested by the Audit Committee or the Investigator(s).
Protected Disclosure will be appropriately dealt with by the Audit Committee.

4. ELIGIBILITY

All Employees of the Company are eligible to make Protected Disclosures under the Policy. The Protected Disclosures will be in relation to matters concerning the Company.

5. DISQUALIFICATIONS

While it will be ensured that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment as herein set out, any abuse of this protection will warrant disciplinary action.
Protection under this Policy would not mean protection from disciplinary action arising out of false or bogus allegations made by a Whistle Blower knowing it to be false or bogus or with a mala fide intention.
Whistle Blowers, who make three or more Protected Disclosures, which have been subsequently found to be mala fide, frivolous, baseless, malicious, or reported otherwise than in good faith, will be disqualified from reporting further Protected Disclosures under this Policy. In respect of such Whistle Blowers, the Company/Audit Committee would reserve its right to take/recommend appropriate disciplinary action.

6. PROCEDURE

All Protected Disclosures should be addressed to Mr. Vinesh V Shetty, Managing Director of the Company and Mr R Swaminathan, Chairman Audit Committee. The contact details are as under:

Mr. Vinesh V Shetty
Email:vineshshetty@viswaatchem.com

Mr R Swaminathan
Email:info@viswaatchem.com

The Protected Disclosures should preferably be reported in writing so as to ensure a clear understanding of the issue raised. The Protected Disclosures can also be reported verbally, either personally, or over telephone to the MD or Chairman of the Audit Committee, which should be followed by a written communication.

The written communication should either be typed or written In a legible handwriting in English, Hindi or in the regional language of the place of employment of the Whistle Blower.

It is suggested that the Protected Disclosure should be forwarded under a covering letter which shall bear the identity of the Whistle Blower. The MD shall detach the covering letter and discuss the Protected Disclosure with Members of the Audit Committee to decide further action in the matter. If the Whistle Blower does not wish to reveal their identity they may feel free to do so without revealing their identity too; however the disclosure has to be complete and in full supported by base facts and figures to enable proper scrutiny and investigation.

Protected Disclosures should be factual and not speculative or in the nature of a conclusion, and should contain as much specific information as possible to allow for proper assessment of the nature and extent of the concern and the urgency of a preliminary investigative procedure.

7. INVESTIGATION

The MD and Audit Committee may at its discretion, consider involving any Investigator(s) for the purpose of investigation.
All Protected Disclosures reported under this Policy will be thoroughly investigated by the Investigator(s) appointed by the Audit Committee who will investigate the matter under the authorisation of the MD and Audit Committee.
The decision to conduct an investigation taken by the Audit Committee is by itself not an accusation and is to be treated as a neutral fact-finding process. The outcome of the investigation may not support the conclusion of the Whistle Blower that an improper or unethical act was committed.
The identity of a Subject will be kept confidential to the extent possible given the legitimate needs of law and the investigation.
Subjects will normally be informed of the allegations at the outset of a formal investigation and have opportunities for providing their inputs during the investigation. This will be after conclusion of the initial review and findings which prima facie establish a need for a formal investigation.
Subjects shall have a duty to co-operate with the Audit Committee or any of the Investigator(s) during investigation to the extent that such co-operation sought does not merely require them to admit guilt.
Subjects have a right to consult with a person or persons of their choice, other than the Investigator(s) and/or members of the Audit Committee and/or the Whistle Blower. Subjects shall be free at any time to engage counsel at their own cost to represent them in the investigation proceedings.
Subjects have a responsibility not to interfere with the investigation. Evidence shall not be withheld, destroyed or tampered with, and witnesses shall not be influenced, coached, threatened or intimidated by the Subjects.
Unless there are compelling reasons not to do so, Subjects will be given the opportunity to respond to material findings contained in an investigation report. No allegation of wrongdoing against a Subject shall be considered as maintainable unless there is good evidence in support of the allegation.
Subjects have a right to be informed of the outcome of the investigation. If allegations are not sustained, the Subject should be consulted as to whether public disclosure of the investigation results would be in the best interest of the Subject and the Company.
The investigation shall be completed normally within 45 days of the receipt of the Protected Disclosure.

8. PROTECTION

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.
The identity of the Whistle Blower shall be kept confidential to the extent possible and permitted under law. Whistle Blowers are cautioned that their identity may become known for reasons outside the control of the Audit Committee (e.g. during investigations carried out by Investigator(s)).
Any other Employee assisting in the said investigation shall also be protected to the same extent as the Whistle Blower.

9. INVESTIGATORS

Investigator(s) are required to conduct a process towards fact-finding and analysis. Investigator(s) shall derive their authority and access rights from the Audit Committee when acting within the course and scope of their investigation.
Technical and other resources may be drawn upon as necessary to augment the investigation. All Investigators shall be independent and unbiased both in fact and as perceived. Investigators will have a duty of fairness, objectivity, thoroughness, ethical behaviour, and observance of legal and professional standards.
Investigations will be launched only after a preliminary review which establishes that:
- - the alleged act constitutes an improper or unethical activity or conduct, and
- - either the allegation is supported by information specific enough to be investigated, or matters that do not meet this standard may still be worthy of management review.

10. DECISION

If an investigation leads the Audit Committee to conclude that an improper or unethical act has been committed, the Audit Committee shall recommend such disciplinary or corrective action as it deems fit. It is clarified that any disciplinary or corrective action initiated against the Subject as a result of the findings of an investigation pursuant to this Policy shall adhere to the applicable personnel or staff conduct and disciplinary procedures.

11. REPORTING

The Investigator(s) shall submit a report to the Audit Committee on a regular basis about all Protected Disclosures referred to him / her / them since the last report together with the results of investigations, if any.

Corporate Social Responsibility

The Company continued to support causes of public utility both directly and indirectly in the field of education, medical relief, relief to poverty, health and Environment preservation.

Corporate Social Responsibility Policy (CSR – Policy)

The Corporate Social Responsibility (CSR) activities of VISWAAT CHEMICALS LIMITED (VCL) shall be governed by the provisions of Section 135 and Schedule VII of the Companies Act 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended from time to time). The Company is committed to its stakeholders to conduct business in an economically, socially and environmentally sustainable manner that is transparent and ethical. The company is committed to inclusive, sustainable development and contributing to building and sustaining economic, social and environmental capital and to pursue CSR projects that are replicable, scalable and sustainable, with a significant multiplier impact on sustainable livelihood creation and environmental replenishment.

Our CSR Activities

1. The CSR Committee of the Board shall be constituted in accordance with the Act. The CSR Committee shall meet at such intervals as its members deem necessary to perform the duties and responsibilities.

2. Duties & responsibilities of CSR Committee shall include:

a) Review of the CSR activities to be undertaken by the Company. The CSR Committee shall be guided by the list of activities specified in Schedule VII to the Act and this Policy;
b) Formulate and recommend the projects to be supported to the Board and the CSR activities/programs to be undertaken by the Company;
c) Recommend the CSR expenditure to be incurred on the CSR activities/programs;
d) Institute a mechanism for implementation of the CSR projects and activities and effectively monitor the execution of the CSR activities;
e) Appointment of a working group called the CSR Team to help it enable the implementation of the CSR projects/activities if any required; and
f) Such other responsibilities as may be entrusted by the Board from time to time.

3. The Annual CSR Plan and Budget shall be finalized in consultation with the Chairman, Managing Director of the Company along with the other CSR members.

4. The Company may undertake and implement its CSR activities by its own and company may also look into the appropriate trust, which is eligible to undertake the CSR activities as per section 135 of the companies Act, 2013. The Company may identify a partner in the form of a Non-Government Organization, any Government body or a Panchayat in the execution of any of its projects.

5. All CSR Projects shall be recommended by the Committee and approved by the Board.

6. Periodic CSR update, including achievement of deliverables shall be shared with the Chairman and the Managing Director.

7. Focus Areas for CSR shall include the followings: -

Education
Environment Preservation
Swatch Bharat Abhiyaan
Health shall cover Water, Sanitation, and Hygiene leading to better Health
Water Harvesting

Our goal here will be to work towards long-term impact by changing habits, inculcating awareness of safe drinking water, good sanitation and hygiene. Providing necessary infrastructural support, for example, community level drinking water plants, filters, educating and creating awareness on need for safe water and hygiene. Education shall seek to mainstream children, with special focus on children of underprivileged sections of the society, by providing them with non-formal schooling opportunities which can translate later to formal school admissions. Environment Preservation includes adopting energy conservation practices, measuring and reducing carbon footprint, involving employees in conservation practices, utilizing environment-friendly materials

and rainwater harvesting and water conservation. Setting a goal to ‘green our planet’ consciously by planting trees. The Company may also undertake other CSR activities as permitted in Schedule VII of the Act.

Corporate Social Responsibility Committee

The Board of Directors has constituted the Corporate Social Responsibility Committee, as per the provision of section 135 of the Companies Act, 2013, as below: -

Name of Director	Category	Position
Mr R Swaminathan	Independent Director	Chairman
Mr. Vinesh V Shetty	Managing Director	Member
Mr. B. Vivek Shetty	Executive Chairman	Member

Review of Policy

This CSR policy will be reviewed from time to time and any changes, if necessary, will be approved by the CSR Committee and the Board.