Whistle Blower Policy

This policy addresses the commitment of Gainwell Commosales Private Limited (GCPL) described hereafter as “the Company”, to honesty, integrity and ethical behavior by helping to foster and maintain an environment where employees can act appropriately, without fear of retaliation. It is in line with the adopted Code of Conduct of the Company which lays down the principles, standards and behavior that should govern the actions of GCPL and their employees. Any actual or potential violation of the Code, howsoever insignificant or perceived as such, would be a matter of serious concern for the Company. The role of the employees in pointing out such violations of the Code cannot be undermined. There is a provision under the code requiring employees to report violations to the Compliance Officer.

In addition to this, pursuant to the provisions of Section 177 of the Companies Act, 2013 read with amended Clause 49 of the Listing Agreement with the Stock Exchanges, the Company intends to adopt a Vigil Mechanism (“Whistle Blower Policy”) for Directors and employees to report to the Management instances of unethical behavior, actual or suspected, fraud or violation of the Company’s code of conduct.

The purpose of this policy is to encourage all employees or any other person dealing with the Company to disclose any wrong doing that may adversely impact the Company, the Company’s customers, shareholders, employees, investors, or the public at large. This policy inter-alia, also sets forth (i) procedures for reports of questionable auditing, accounting, internal control and unjust enrichment matters and (ii) an investigative process of reported acts of wrongdoing and retaliation from employees, inter-alia, on a confidential and anonymous basis. However the policy neither releases employees from Company’s norms of confidentiality in the course of their work, nor is it a route for taking up a personal grievances unless resulting out of victimization of the whistle blower.

The definitions of some of the key terms used in this Policy are given below:

• "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 read with amended Clause 49 of the Listing Agreement.
• "Employee" means every permanent employee of the Company (whether working in India or abroad), including the Directors in the employment of the Company.
• "Code" means the Code of Conduct of GCPL.
• "Investigators" means those persons authorized, appointed, consulted or approached by the Chairman of the Audit Committee and include the auditors of the Company.
• "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 or Director making a Protected Disclosure under this Policy.

This Policy is an extension of GCPL’s Code of Conduct. The Whistle Blower’s role is that of a reporting party with reliable information. They are not required or expected to act as investigators or finders of facts, nor would they recommend 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 Chairman of the Audit Committee or the Investigators.

Protected Disclosure will be appropriately dealt with by the Audit Committee, as the case may be. The Audit Committee may either undertake the investigation itself or may, at its sole discretion, forward it to the Investigators for investigation.

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

The Policy covers malpractices and events which have taken place/ suspected to take place involving:

• Abuse of authority
• Breach of contract
• Negligence causing substantial and specific danger to public health and safety
• Manipulation of company data/records
• Financial irregularities, including fraud, or suspected fraud
• Criminal offence
• Pilferage of confidential/propriety information
• Deliberate violation of law/regulation
• Wastage/misappropriation of company funds/assets
• Any other unethical, biased, favored, imprudent event

• While it will be ensured that genuine Whistle Blower(s) are accorded complete protection from any kind of unfair treatment including any harassment, retaliation or victimization, 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 Whistleblower knowing it to be false or bogus or with a mala fide intention.
• Whistle Blower(s), who make any Protected Disclosures, which have been subsequently found to be mala fide, frivolous or malicious shall be liable for disciplinary action under the Company’s Code of Conduct.

• All Protected Disclosures concerning financial/accounting matters/unethical or improper activity shall be addressed to the Chairman of the Audit Committee for investigation.
• Concerns can be emailed to the Chairman of the Audit Committee of the Company at [email protected] or at [email protected].
• If a Protected Disclosure is received by any employee of the Company other than the Audit Committee, the same shall be forwarded to the Audit Committee for further appropriate action.
• Protected Disclosures shall be reported in writing as soon as possible but not later than 30 days after one becomes aware of the same so as to ensure a clear understanding of the issues raised and 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.
• The Protected Disclosure shall be forwarded under a covering letter which shall bear the identity of the Whistle Blower. Anonymous disclosures, as a rule, will not be entertained. The Audit Committee, as the case may be, shall detach the covering letter and forward only the Protected Disclosure to the Investigators for investigation, where the investigation is entrusted by the Audit Committee to the Investigator.
• Protected Disclosures shall 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
• If any of the member of the Audit Committee has a conflict of interest in a Protected Disclosures, he/she shall recluse himself and other members of the Committee shall deal with the same.

• 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 or may not support the conclusion of the Whistle Blower that an improper or unethical activity was committed.
• The identity of the Subject shall be kept confidential unless mandatorily required to be disclosed by law or on an order of a Court. 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 Investigators).
• Subject shall be informed of the allegations at the appropriate stage and will have opportunities for providing his inputs / explanation during the investigation, including an appropriate opportunity of being heard.
• Subject should co-operate with the Audit Committee or any of the Investigators during investigation to the extent that such co-operation does not compromise self-incrimination protections available under the applicable laws.
• Subject has a right to consult with a person or persons of his / her choice, other than the Investigators and/or members of the Audit Committee and/or the Whistle Blower.
• Subject shall not 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 Subject.
• Unless there are compelling reasons not to do so, Subject shall 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 evidence in support of the allegation.
• Subject shall have the right to be informed of the outcome of the investigation.
• The investigation shall be completed normally within 45 days of the receipt of the Protected Disclosure. Where the investigation is conducted by the Investigators, a report shall be prepared by it upon completion of the investigation and submitted to the Chairman of the Audit Committee who shall consider the same

• No unfair treatment will be meted out to a Whistleblower 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 Whistleblowers. Complete protection will, therefore, be given to Whistleblowers 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 Whistleblower’s right to continue to perform his/her duties/functions including making further Protected Disclosure. The Company will take steps to minimize difficulties, which the Whistleblower may experience as a result of making the Protected Disclosure. Thus, if the Whistleblower is required to give evidence in criminal or disciplinary proceedings, the Company will arrange for the Whistleblower to receive advice about the procedure, etc.
• Whistleblower may report any violation of the above clause to the Chairman of the Audit Committee who shall investigate into the same and recommend suitable action to the management
• The identity of the Whistleblower shall be kept confidential to the extent possible and permitted under law. Whistleblowers are cautioned that their identity may become known for reasons outside the control of the Chairman of the Audit Committee (e.g. during investigations carried out by Investigators).
• Any other Employee assisting in the said investigation shall also be protected to the same extent as the Whistleblower.

• Investigators are required to conduct a process towards fact-finding and analysis. Investigators 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 have a duty of fairness, objectivity, thoroughness, ethical behavior, 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 be worthy of management review, but investigation itself should not be undertaken as an investigation of an improper or unethical activity.

If an investigation leads the Chairman of the Audit Committee to conclude that an improper or unethical act has been committed, the Chairman of the Audit Committee shall recommend to the management of the Company to take such disciplinary or corrective action as the Chairman of the Audit Committee 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.

The Chairman of the Audit Committee shall report to the Board periodically about all Protected Disclosures referred to them together with the results of investigations.

All Protected Disclosures in writing or documented along with the results of investigation relating thereto which have been proved shall be retained by the Company for a minimum period of five years. Other Protected Disclosures may be destroyed at the end of the financial year.

The Company reserves the right to amend or modify this Policy in whole or in part, at any time without assigning any reason whatsoever. The Audit Committee shall also review the Policy and suggest amendments to make it responsive and relevant to the changing times. However, no such amendment or modification will be binding on the Employees unless the same is notified to the Employees in writing.