WHISTLE BLOWER POLICY / VIGIL MECHANISM

1. PREFACE

1.1. Section 177 of the Companies Act, 2013 requires every listed company and such class or classes

of companies, as may be prescribed to establish a vigil mechanism for the directors and employees

to report genuine concerns in such manner as may be prescribed. The Company has adopted a Code

of Conduct for Directors and Senior Management Executives (“the Code”), which lays down the

principles and standards that should govern the actions of the Company and its 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. 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.

1.2. In the draft Rules under Companies Act’2013, among others, a company which has borrowed

money from banks and public financial institutions in excess of Rs.50 crore needs to have a vigil

mechanism.

1.3. Under these circumstances, M/s ShreeOswal Seeds and Chemicals LIMITED being a listed

Company proposes to establish a Whistle Blower Policy/ Vigil Mechanism and to formulate a policy

for the same.

2. POLICY OBJECTIVES

2.1. The Company is committed to adhere to the highest standards of ethical, moral and legal

conduct of business operations. To maintain these standards, the Company encourages its

employees who have concerns about suspected misconduct to come forward and express these

concerns without fear of punishment or unfair treatment. A Vigil (Whistle Blower) mechanism

provides a channel to the employees and Directors to report to the management concerns about

unethical behaviour, actual or suspected fraud or violation of the Codes of conduct or policy. The

mechanism provides for adequate safeguards against victimization of employees and Directors to

avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in

exceptional cases.

2.2. This neither releases employees from their duty of confidentiality in the course of their work

nor can it be used as a route for raising malicious or unfounded allegations against people in

authority and / or colleagues in general.

3. SCOPE OF THE POLICY

3.1. 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 monies,

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.

4. DEFINITIONS

4.1. “Alleged wrongful conduct” shall mean violation of law, Infringement of Company’s rules,

misappropriation of monies, actual or suspected fraud, substantial and specific danger to public

health and safety or abuse of authority”.

4.2. “Audit Committee” means a Committee constituted by the Board of Directors of the Company

in accordance guidelines of Companies Act, 2013.

4.3. “Board” means the Board of Directors of the Company.

4.4. “Company” means the Shreeooswal Seeds and Chemicals Limited and all its offices.

4.5. “Code” means Code of Conduct for Directors and Senior Management Executives adopted by

Company.

4.6. “Employee” means all the present employees and whole time Directors of the Company

(Whether working in India or abroad).

4.7. “Protected Disclosure” means a concern raised by an employee or group of employees of the

Company, through a written communication and made in good faith which discloses or

demonstrates information about an unethical or improper activity under the title “SCOPE OF THE

POLICY” with respect to the Company. It should be factual and not speculative or in the nature of an

interpretation / conclusion and should contain as much specific information as possible to allow for

proper assessment of the nature and extent of the concern.

4.8. “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.

4.9. “Vigilance and Ethics Officer” means an officer appointed to receive protected disclosures

from whistle blowers, maintaining records thereof, placing the same before the Audit Committee

for its disposal and informing the Whistle Blower the result thereof.

4.10. “Whistle Blower” is an employee or group of employees who make a Protected Disclosure

under this Policy and also referred in this policy as complainant.

5. ELIGIBILITY

All Employees of the Company are eligible to make Protected Disclosures under the Policy in

relation to matters concerning the Company.

6. RECEIPT AND DISPOSAL OF PROTECTED DISCLOSURES.

6.1. All Protected Disclosures should be reported in writing by the complainant as soon as possible

after the Whistle Blower 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 or in Hindi.

6.2. The Protected Disclosure should be submitted in a closed and secured envelope and should be

super scribed as “Protected disclosure under the Whistle Blower policy”. Alternatively, the same

can also be sent through email with the subject “Protected disclosure under the Whistle Blower

policy”. If the complaint is not super scribed and closed as mentioned above, it will not be possible

for the Audit Committee to protect the complainant and the protected disclosure will be dealt with

as if a normal disclosure. In order to protect identity of the complainant, the Vigilance and Ethics

Officer will not issue any acknowledgement to the complainants and they are advised neither to

write their name / address on the envelope nor enter into any further correspondence with the

Vigilance and Ethics Officer. The Vigilance and Ethics Officer shall assure that in case any further

clarification is required he will get in touch with the complainant.

6.3. Anonymous / Pseudonymous disclosure shall not be entertained by the Vigilance and Ethics

Officer.

6.4. The Protected Disclosure should be forwarded under a covering letter signed by the

complainant. The Vigilance and Ethics Officer / Chairman of the Audit Committee/ MD/WTD/

Chairman as the case may be, shall detach the covering letter bearing the identity of the Whistle

Blower and process only the Protected Disclosure.

6.5. All Protected Disclosures should be addressed to the Vigilance and Ethics Officer of the

Company or to the Chairman of the Audit Committee/ MD/WTD/ Chairman in exceptional cases.

The contact details of the Vigilance and Ethics Officer is as under:‐

Name: Ashok Kumar Dhakar

Address ‐ 101, Ward No.1, Rawan Rundi, Neemuch (CFO)

Email‐ cfo@oswalseeds.com

6.6. Protected Disclosure against the Vigilance and Ethics Officer should be addressed to the

Chairman of the Company and the Protected Disclosure against the Chairman/ MD/WTD of the

Company should be addressed to the Chairman of the Audit Committee.

The contact details of the Chairman, MD and the Chairman of the Audit Committee are as under:

Name Sanjay Kumar Baigani (MD)

Email‐ info@oswalgroups.com

website: www.oswalseeds.com

Name ‐ Ms. Anjali Bamboria (Independent Director)

Email‐ info@oswalgroups.com

website: www.oswalseeds.com

6.7. On receipt of the protected disclosure the Vigilance and Ethics Officer / MD/ Chairman of the

Audit Committee, as the case may be, shall make a record of the Protected Disclosure and also

ascertain from the complainant whether he was the person who made the protected disclosure or

not. He shall also carry out initial investigation either himself or by involving any other Officer of

the Company or an outside agency before referring the matter to the Audit Committee of the

Company for further appropriate investigation and needful action. The record will include:

a) Brief facts;

b) Whether the same Protected Disclosure was raised previously by anyone, and if so, the outcome

thereof;

c) Whether the same Protected Disclosure was raised previously on the same subject;

d) Details of actions taken by Vigilance and Ethics Officer / Chairman/ MD for processing the

complaint

e) Findings of the Audit Committee

f) The recommendations of the Audit Committee/ other action(s).

6.8 The Audit Committee, if deems fit, may call for further information or particulars from the

complainant.

7. INVESTIGATION

7.1. All protected disclosures under this policy will be recorded and thoroughly investigated. The

Audit Committee may investigate and may at its discretion consider involving any other Officer of

the Company and/ or an outside agency for the purpose of investigation.

7.2. The decision to conduct an investigation is by itself not an accusation and is to be treated as a

neutral fact finding process.

7.3. Subject(s) will normally be informed in writing of the allegations at the outset of a formal

investigation and have opportunities for providing their inputs during the investigation.

7.4. Subject(s) shall have a duty to co‐operate with the Audit Committee or any of the Officers

appointed by it in this regard.

7.5. Subject(s) have a right to consult with a person or persons of their choice, other than the

Vigilance and Ethics Officer / Investigators and/or members of the Audit Committee and/or the

Whistle Blower.

7.6. Subject(s) have a responsibility not to interfere with the investigation. Evidence shall not be

withheld, destroyed or tampered with and witness shall not be influenced, coached, threatened or

intimidated by the subject(s).

7.7. Unless there are compelling reasons not to do so, subject(s) will be given the opportunity to

respond to material findings contained in the investigation report. No allegation of wrong doing

against a subject(s) shall be considered as maintainable unless there is good evidence in support of

the allegation.

7.8. Subject(s) have a right to be informed of the outcome of the investigations. 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.

7.9. The investigation shall be completed normally within 90 days of the receipt of the protected

disclosure and is extendable by such period as the Audit Committee deems fit.

8. DECISION AND REPORTING

8.1. If an investigation leads the Vigilance and Ethics Officer / Chairman of the Audit Committee to

conclude that an improper or unethical act has been committed, the Vigilance and Ethics Officer /

Chairman of the Audit Committee shall recommend to the management of the Company to take

such disciplinary or corrective action as he may deem 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.

8.2. The Vigilance and Ethics Officer shall submit a report to the Chairman of the Audit Committee

on a regular basis about all Protected Disclosures referred to him/her since the last report together

with the results of investigations, if any.

8.3. In case the Subject is the Chairman/MD of the Company, the Chairman of the Audit Committee

after examining the Protected Disclosure shall forward the protected disclosure to other members

of the Audit Committee if deemed fit. The Audit Committee shall appropriately and expeditiously

investigate the Protected Disclosure.

8.4. If the report of investigation is not to the satisfaction of the complainant, the complainant has

the right to report the event to the appropriate legal or investigating agency.

8.5. A complainant who makes false allegations of unethical & improper practices or about alleged

wrongful conduct of the subject to the Vigilance and Ethics Officer or the Audit Committee shall be

subject to appropriate disciplinary action in accordance with the rules, procedures and policies of

the Company.

9. SECRECY / CONFIDENTIALITY

9.1. The complainant, Vigilance and Ethics Officer, Members of Audit Committee, the Subject and

everybody involved in the process shall:

9.1.1. Maintain confidentiality of all matters under this Policy

9.1.2. Discuss only to the extent or with those persons as required under this policy for completing

the process of investigations.

9.1.3. Not keep the papers unattended anywhere at any time

9.1.4. Keep the electronic mails / files under password.

10. PROTECTION

10.1. 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.

10.2. A Whistle Blower 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.

10.3. The identity of the Whistle Blower shall be kept confidential to the extent possible and

permitted under law. The identity of the complainant will not be revealed unless he himself has

made either his details public or disclosed his identity to any other office or authority. In the event

of the identity of the complainant being disclosed, the Audit Committee is authorized to initiate

appropriate action as per extant regulations against the person or agency making such disclosure.

The identity of the Whistle Blower, if known, shall remain confidential to those persons directly

involved in applying this policy, unless the issue requires investigation by law enforcement

agencies, in which case members of the organization are subject to subpoena.

10.4. Any other Employee assisting in the said investigation shall also be protected to the same

extent as the Whistle Blower.

10.5. Provided however that the complainant before making a complaint has reasonable belief that

an issue exists and he has acted in good faith. Any complaint not made in good faith as assessed as

such by the Audit Committee shall be viewed seriously and the complainant shall be subject to

disciplinary action as per the Rules / certified standing orders of the Company. This policy does not

protect an employee from an adverse action taken independent of his disclosure of unethical and

improper practice etc. unrelated to a disclosure made pursuant to this policy.

11. ACCESS TO CHAIRMAN OF THE AUDIT COMMITTEE

11.1. The Whistle Blower shall have right to access Chairman of the Audit Committee directly in

exceptional cases and the Chairman of the Audit Committee is authorized to prescribe suitable

directions in this regard.

12. COMMUNICATION

12.1. A whistle Blower policy cannot be effective unless it is properly communicated to employees.

Employees shall be informed through by publishing in notice board and the website of the

company.

13. RETENTION OF DOCUMENTS

13.1. 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 7 (seven) years or such other

period as specified by any other law in force, whichever is more.

14. ADMINISTRATION AND REVIEW OF THE POLICY

14.1. The Chief Financial Officer shall be responsible for the administration, interpretation,

application and review of this policy. The Chief Financial Officer also shall be empowered to bring

about necessary changes to this Policy, if required at any stage with the concurrence of the Audit

Committee.

15. AMENDMENT

15.1. 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 Employees and Directors unless the same is notified to them in writing