AUDIT COMMITTEE CHARTER

The role of the Audit Committee shall flow directly from the Board of Directors’ oversight function on corporate governance which holds the Management accountable to the Board and the Board accountable to the shareholders. Acting as a catalyst in helping the Company achieve its objectives, the Audit Committee’s review function will include the financial reporting process, the system of internal financial controls, the audit process, the Compnay’s process for monitoring compliance with laws and regulations and the code of conduct.

1. Authority

The Audit Committee shall act and have powers in accordance with the terms of reference which shall include the following:

• To investigate any activity within its terms of reference
• To seek information from any employee
• To obtain outside legal or other professional advice
• To secure attendance of outsiders with relevant expertise, if it considers it to necessary
• To have full access to information contained in the records of the Company

2. Composition

• The Audit Committee shall have minimum three members of which the majority shall be Independent Directors.
• All members of the Audit Committee shall be financially literate and at least one member shall have accounting or related financial management expertise.
• The members of the Audit Committee shall elect a Chairman from amongst themselves, who shall necessarily be an independent Director.
• The Company Secretary shall act as Secretary to the Committee Meetings.

3. Meetings

• The audit Committee shall meet periodically as required under The Companies Act, 2013 or any other act and rules as and when applicable to the Company
• One meeting shall be held before the annual accounts are presented to the Board.
• The Quorum for Meetings of the Audit Committee shall be two members or one-third of the members of the Audit Committee, whichever is higher, including one Independent Director
• The Chief Financial Officer, Internal Auditor and a Representation of the External (Independent) Auditors should be requested to be present as invitees for the Meetings of the Audit Committee.
• The Audit Committee may invite such of the executives, as it considers appropriate (particularly, the Head of the Finance Function), to be present at the Meeting of the Committee. Such persons shall not have the right to vote. On occasions considered necessary, the Audit Committee may also meet without the presence of any executive of the Company.
• The Auditors of the Company and the Key Managerial Personnel shall have a right to be heard at the meetings of the Audit Committee when its considers the Auditors’ Report but they shall not have the right to vote.

4. Responsibilities

The Audit Committee shall have discussions with the Auditors periodically about internal financial control systems, the nature and scope of audit, including the observations of the Auditors and review the annual financial statements before submission to the Board and recommend the same to the Board for its consideration and also oversee compliance of internal financial control systems. In addition, the responsibilities of the Audit Committee shall include the following:

A. Financial Statements

• Matters required to be included in the Director’s Responsibility Statement in the Board’s Report in terms of sub-section (5) of section 134 of the Companies Act, 2013
• Changes, if any, in accounting policies and practices and reasons for the same
• Major accounting entries involving estimates based on exercise of judgment by the Management
• Modified opinion(s) in the draft Auditor’s Report, if any
• Significant adjustments made in the financial statements arising out of audit findings
• The going concern assumption
• Compliance with Accounting Standards
• Compliance with the requirements of stock exchanges, if applicable and legal requirements concerning financial statements
• Scrutiny of inter-corporate loans and investments
• Disclosure of contingent liabilities
• Any related party transactions as per the relevant Accounting Standards and the Companies Act, 2013
• Reviewing and evaluating the Company’s Financial and risk Management policies and risk management systems

B. Review and Examination of Information

• Internal audit report relating to internal control weaknesses.
• Financial statements and draft auditor’s report thereon, including the draft limited review report of the Auditor
• Management Discussion and Analysis of financial conditions and results of operations.
• Reports relating to risk management and compliance with laws.
• Management letters/letters of internal control weakness issued by the statutory/ Internal Auditors.

C. Internal Control

• Evaluation of the internal financial controls, accounting policies, etc. with Management, external and internal auditors and to review the adequacy of internal financial control systems.

D. Internal Audit

• Reviewing the internal audit report and action taken thereon.
• Reviewing the adequacy of the internal audit function, including the Internal Audit charter, the structure of the Internal Audit department, approval of the audit plan and its execution staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit.
• The chief Internal Auditor shall have a direct and independent line of reporting to the Audit Committee and administratively to the Managing Directors and CEO.
• Reviewing the appointment, removal and terms of remuneration of the Chief Internal Auditor.
• Discussing with the Internal Auditor any significant findings and follow-up thereon.
• Reviewing the findings of any internal investigations carried out by the Internal Auditor into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.
• Reviewing and monitoring the performance and effectiveness of the Internal Audit process.
• Conducting information systems Audit of the internal systems and processes at least once in two years to assess operational risks.
• Appointment of auditors to undertake such audits as may be directed by the Audit Committee/ law/ Board, from time to time.

E. External Audit

• Recommending to the Board the appointment/ re-appointment and removal/ replacements of the statutory (External) Auditors, fixation of the remuneration and terms of appointment of the Auditors and also approval for payment for any other services rendered by the Auditors, as permitted by law.
• Discussing with the Statutory Auditors before the Audit Commences, the nature and scope of audit as well as post-audit discussion to ascertain any areas of concern.
• Reviewing and monitoring the Auditor’s Independence and performance and the effectiveness of the audit process.

F. Related Party Transactions

Approval of Transaction with Related Parties or any subsequent modification thereto shall be dealt with by the Audit Committee as under.

• All Related party transactions in the ordinary course of business and at arm’s length basis which are above Board approval thresholds as mentioned under framework for related party transactions would require prior approval of the Audit Committee
• A statement of all related party Transactions in the ordinary course of business and at arm’s length basis which are below Board approved thresholds as mentioned under “Framework for Related Party Transactions’ would require prior approval of the Audit Committee for noting on an half-year and/or yearly basis.
• All Related Party Transaction which are not in the ordinary course of business or not at arm’s length would require the prior approval of the Audit Committee.
• The Audit Committee will have the discretion to:
  • grant omnibus approval for routine Related Party Transactions
  • recommend/ refer any matter relating to Related Party Transaction to the Board for approval.

G. Defaults

• Looking into the reasons for substantial defaults/ delays in payment to depositories, debenture holders, shareholders (in case of non-payment of declared dividends) are creditors.

H. Others

• Audit Committee may consider and adopt the policies, procedures and processes laid down by the audit Committee of the Holiday Company. Further, critical issues may be referred by the Audit Committee to the Audit Committee of the Holding Company.
• Recommending the appointment of Chief Financial Officer to the Nomination and Remuneration Committee/ Board of Directors, after assessing the qualifications, experience and background, etc. of the candidate.
• Reviewing the functioning of and compliance with Company’s Whistle Blower Policy.
• Reviewing with the Management, the statement of uses/ applications of funds raised through an issue (public issue, right issue, preferential issue, etc) the statements of funds utilized for purposes other than those stated in the offer document/ prospectus/ notice and the report submitted by the monitoring agency with regard to monitoring the utilisation of proceeds of a public or rights issue and making appropriate recommendations to the Board to take up steps in this matter.
• Reviewing the valuation of undertakings or assets of the Company, wherever it is necessary and the appointment of Registered Valuers.

I. Compliance

• Reviewing the effectiveness of the system for monitoring compliance with laws and regulations and the results of the management’s investigation and follow-up (including disciplinary action) of any instances of non-compliance.
• Reviewing the findings of any examinations by regulatory agencies and any auditor observations.
• Obtaining regular updates from the management and company legal counsel regarding compliance matters.

J. Reporting Responsibilities

• The Audit Committee will update the Board, periodically.
• The Board’s Report shall disclose the composition of the Audit Committee, brief description of the scope of Audit Committee Charter, names of the members and the chairperson of the Audit Committee and brief details of meetings and attendance at Audit Committee Meetings.
• The recommendations of the Audit Committee on any matter relating to financial management, including the Auditor’s Report, shall be binding on the Board.
• If the Board does not accept the recommendations of the Audit Committee, it shall disclose the same in the Board’s Report, together with the reason therefor.

K. Responsibilities under the Code of Conduct for prevention of Insider Trading

• Setting forth the polices relating to and overseeing the implementation of the securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (“Regulations”) as amended from time to time and the code of conduct for prevention of Insider Trading (“Code”)
• Taking on record such reports as may be required from the compliance officer under the code; and
• Deciding penal and disciplinary action in respect of violation of the Regulations / Code

L. Other Responsibilities

• Monitoring the effectiveness and reviewing the implementation of the Anti Bribery and Anti Corruption Policy, considering its suitability, adequacy and effectiveness.
• Performing other activities related to this Charter as may be requested by the Board of Directors.
• Carrying out additional functions as contained in any other regulatory requirements applicable to the Company or in terms of reference of the Audit Committee.
• Instituting and overseeing special investigations as needed.
• The chairman of the Committee shall confirm annually to the Board that all responsibilities outlined in this charter have been carried out.

M. Sitting Fees

• Members of the Committee shall receive such sitting fees, if any, for their services as Committee members as may be determined by the Board at its sole Discretion.

INDEPENDENT DIRECTOR’S POLICY

The term Independent Director should be construed as defined under Section 149 & 150 of the Companies Act, 2013 (hereinafter referred to as 'the Act') read with Rules & Schedule IV framed thereunder, as amended from time to time.

1. Appointment

The term Independent Director should be construed as defined under the Companies Act, 2013 and code of conduct as per Schedule IV of the Act. Accordingly, the Independent Directors (IDs) will serve for not more than two terms of five years each on the Board of the Company. The Company is at liberty to disengage Non Executive Independent Director earlier subject to compliance of relevant provisions of the Act. Independent Directors shall not be liable to retire by rotation.

Re-appointment at the end of the term shall be based on the approval of the Board and Shareholders. IDs re-appointment would be considered by the Board based on the outcome of the performance evaluation process and Independent Directors continuing to meet the independence criteria.

The Independent Directors will not be liable to retire by rotation.

The Board has also constituted Board Level Committees as required under statutory regulations & guidelines and to facilitate the smooth & efficient flow of decision making process. The Independent Director may be inducted to serve as Chairperson/ Member on any of the said Committees or any of other Committee(s) as may be constituted from time to time. Presently such Committees are Audit Committee, Corporate Social Responsibility Committee and Nomination and Remuneration Committee. Their appointment on such Committee(s) shall be subject to applicable law.

2. Roles, Duties and Responsibilities

Roles, duties and responsibilities will be those as required of a Non-Executive Independent Director under applicable provisions of the Companies Act, 2013 and the rules made thereunder as amended from time to time as issued under Section 149(8) read with Schedule IV of the Companies Act, 2013. As member of the Board IDs along with other Directors will be collectively responsible for meeting the objectives of the Board which include:

• To act in accordance with the Companies Act, 2013 and the Articles of Association of DesignTree.com Limited.
• To act in good faith in order to promote the objects of the Company for the benefit of its members as a whole, and in the best interest of the Company.
• To discharge duties with due and reasonable care, skill and diligence.
• Not to involve in a situation in which Independent Directors may have a direct or indirect interest that conflicts, or possibly may conflict, with the interest of the Company.
• Not to achieve or attempt to achieve any undue gain or advantage either for self or to relatives, partners or associates.
• Not to assign office as Director and any assignments so made shall be void.

Independent Directors shall abide by the Code for Independent Directors as outlined in Schedule IV to section 149 (8) of the Act and duties provided in the Act). For ready reference, the relevant provisions have been extracted and attached as in Annexure I.

3. Remuneration & Reimbursement of Expenses

Independent Directors will be paid such remuneration by way of sitting fees for meetings of the Board and its Committees as may be decided by the Board and approved by the Shareholders from time to time.

Further the Company may pay or reimburse the Independent Directors such reasonable expenditure, as may be incurred by them, for the period of appointment, while performing their role as Independent Directors of the Company.

4. Confidentiality

All information acquired during the appointment is confidential to DesignTree.com Limited and should not be released, either during appointment or following termination (by whatever means) to third parties without prior clearance from the Board unless required by any law or by the rules or regulations made by any regulatory body. On reasonable request, ID shall surrender any documents and other materials made available by DesignTree.com Limited.

5. Disclosure, Directorships and Business Interest

During the Term, IDs agree to promptly notify the Company of any change in directorships, and also provide such other disclosures and information as may be required under the applicable laws. IDs also agree that upon becoming aware of any potential conflict of interest with the position as Independent Director of the Company, IDs shall promptly disclose the same to the Board. IDs shall confirm on the date of appointment that IDs have no such conflict of interest issues.

During your Term, IDs agree to promptly provide a declaration under Section 149 (7) of the Act, upon any change in circumstances which may affect status as an Independent director.

The Company must include in its Annual Accounts a note of any material interest that a Director may have in any transaction or arrangement that the Company has entered into. Such interest should be disclosed no later than when the transaction or arrangement comes up at a Board meeting so that the minutes may record interest appropriately. A general notice that you are interested in any contracts with a particular person, firm or company is acceptable.

6. Changes of Personal Details

During the Term, IDs shall promptly intimate the Board and the Registrar of Companies in the prescribed manner, of any change in address or other contact and personal details provided to the Company.

7. Termination

• IDs may resign from position at any time and they wish to do so, IDs are requested to serve written notice on the Board.
• Continuation of appointment is contingent on IDs getting re-elected by the shareholders in accordance with provisions of Companies Act, 2013 and the Articles of Association of the Company, from time to time in force. IDs will not be entitled to compensation if the shareholders do not re-elect you at any time.
• IDs appointment may also be terminated in accordance with the provisions of the Articles of Association of the Company from time to time in force.

8. Governing Law

This agreement is governed by and will be interpreted in accordance with Indian law and your engagement shall be subject to the jurisdiction of the concerned courts/NCLT.

NOMINATION AND REMUNERATION COMMITTEE CHARTER

1. Objectives

The Nomination and Remuneration Committee (herewith referred as the “Committee”) is a Committee of the Board of Directors (herewith referred as the “Board”) established in accordance with the Company’s constitution and authorized by the Board to assist it in fulfilling its statutory, fiduciary and regulatory responsibilities. It has the authority and power to exercise the role and responsibilities set out in this charter and granted to it under any separate resolutions of the Board from time to time. The committee shall as per this charter and as per the policy approved by the Board having primary objectives of:

• Indentify persons who are qualified to become directors of the Board and recommend the same to the Board.
• Indentify persons who may be appointed in senior management of the Company and recommend the same to the Board.
• Shall formulate the policy for determining qualifications, positive attributes and independence of Director and the remuneration to them, Key Managerial Personnel (hereinafter referred as the “KMP”) and other employees.

2. Composition

The Committee shall comprise of three or non-executive Directors out of which at least half shall be independent Director. (Independence would be decided upon by the Board and in accordance with the Companies Act, 2013 (hereinafter referred as the “Act’) and such other legal and regulatory environment that may be applicable to the Company.

The Chairperson of the nomination and remuneration committee shall be an independent director.

The chairman of the Company whether (executive or non-executive) may be appointed as a member of the committee but shall not chair a Committee.

3. Secretary

The Company Secretary shall act as the Secretary to the Committee Meetings.

4. Quorum

The quorum necessary for transacting business at a meeting of the Committee shall be two members or one-third of the members of the committee; whichever is greater with at least two Independent Directors. A duly convened meeting of the Committee at which the requisite quorum is present shall be competent to exercise all or any of the authorities’ powers and discretions vested in or exercisable by the committee.

5. Meeting

The Committee shall meet at least as when required or as stipulated by Board from time to time.

6. Annual General Meeting

The chairman of the Committee shall attend the Annual General Meeting to answer shareholders queries.

7. Role of the Committee

The responsibilities of the Committee shall include the following, The Committee assists, advises and recommend the Board on:

• Board succession planning generally;
• Induction and continuing professional development programs for directors;
• The development and implementation of a process for evaluating the performance of the Board, its committees and Directors;
• The process for appointing a new director, including evaluating the balance of skills, knowledge, experience, independence and diversity on the Board and in the light of this evaluating, preparing a description of the role and capabilities required for a particular appointment;
• the process for appointing and removal of KMP’s and the senior Management one level below the Board.
• The appointment and re-election of directors.

A. Remuneration

The committee also assists and advises the Board on remuneration policies and practices for the Board, the CEO, the chief Financial officer, senior executives and other persons whose activities, individually or collectively, affect the financial soundness of the Company.

The Committee shall also formulate the policy regarding:

• The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;
• Relationship of remuneration to performance is clear and meets appropriate performance benchmarks;
• Remuneration to directors, KMP’s and senior management involves a balance between fixed and incentive pay reflecting short and long –term performance objectives appropriate to the workings of the Company and its goals.

In fixing the Remuneration to Executive Directors Remunerations shall be evaluated annually against performance and a benchmark of international companies, which in size and complexity are similar to company. Non-executive Directors will not entitled to get any sort of remuneration including Equity Shares of the Company apart from the sitting fees for attending the Board and its Committee Meeting as stipulated by the Board from time to time.

In fixing the remuneration to Executive Directors Remuneration shall be evaluated annually against performance and a benchmark of international companies, which in size and complexity are similar to company. Non-executive Directors will be not entitled to get any sort of Remuneration including Equity shares of the Company apart from the sitting fees for attending the Board and its Committee Meeting as stipulated by the board from time to time.

The Committee shall formulate the policy detailing the criteria for determining the remuneration and shall continue adhere to it.

B. Performance Evaluation of Directors

The Committee is primarily responsible along with the Board to lay down the format and the procedure in which the Board, its Committees and all the individual Directors of the Company will be evaluated annually. The process will be as according to the Act.

Board Report shall state the statement about the manner in which the Board, its Committees and all the individual Directors of the Company is formally evaluated.

8. Access to Information and Advisers

The Committee has direct and unlimited access to all resources necessary to discharge its duties and responsibilities, including engaging counsel, accountants or other experts as it considers appropriate. This may include requesting management or engaging external remuneration consultants to provide information to the committee. The Committee also has the authority to conduct or direct any investigation required to fulfill its responsibilities.

9. Other Functions

Perform other activities related to this charter as requested by the Board.

Carry out additional functions as is contained in the Companies Act, 2013 and other regulatory requirements applicable to the company.

10. Evaluation

The Committee shall undergo an annual self-evaluation of its performance and report the result to the Board. Indicative areas for evaluating as part of this exercise include:

• Mandate and Composition of the Committee
• Effectiveness of the Committee
• Structure of the Committee and meetings
• Independence of the Committee from the Board
• Contribution to decisions of the Board

11. Reporting

The Committee will periodically report to the Board on various matters that are considered.

In the matter where the Board does not accept any recommendation of the Committee, which is mandatorily required to be approved by the Board, the fact of the same may be disclosed in the Corporate Governance Report of the relevant financial, along with the reason thereof.

12. Review of Committee Charter

The adequacy of this charter shall be reviewed and reassessed by the Committee as may be deem fit by the Committee and appropriate recommendations shall be made to the Board to update the same based on the changes that may be brought about to the regulatory framework, from time to time.

POLICY ON PREVENTION OF SEXUAL HARASSMENT (POSH)

1. Prologue

At DESIGNTREE.COM LIMITED (DTL), all employees, workers, labourers are expected to uphold the highest standards of ethical conduct at the workplace and in all their interactions with business stakeholders. This means that employees have a responsibility to:

• Treat each other with dignity and respect
• Follow the letter and spirit of law
• Refrain from any unwelcome behavior that has sexual connotation (of sexual nature)
• Refrain from creating hostile atmosphere at workplace via sexual harassment
• Report sexual harassment experienced and/or witnessed to appropriate authorities and abide by the complaint handling procedure of the company

This policy has been framed in accordance with the provisions of “The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules framed thereunder (hereinafter “the Act”). Accordingly, while the policy covers all the key aspects of the Act, for any further clarification reference shall always be made to the Act and the provisions of the Act shall prevail. If any aspect relating to sexual harassment not explicitly covered in this policy is provided for by the law, then the law will be applicable. In case of any conflict between the policy and the law, the law will prevail.

This policy provides protection against sexual harassment of women at workplace and the prevention and redressal of complaints of sexual harassment and matters related to it.

2. Definitions

The definition of some of the key terms used in this Policy are given below, capitalized terms not defined herein shall have the meaning assigned to them under the code:

i. Sexual Harassment: Sexual Harassment may occur not only where a person uses sexual behavior to control, influence or affect the career, salary or job of another person, but also between co-workers. It may also occur between an employee and someone that employee deals with in the course of his/her work who is not employed by the Company.

“Sexual Harassment” includes any one or more of the following unwelcome acts or behavior (whether directly or by implication) but not limited to:

• Unwelcome sexual advances involving verbal, non-verbal or physical conduct, implicit or explicit
• Physical contact and advances including (but not limited to) touching, stalking, sounds which have explicit and/or implicit sexual connotation/overtones, molestation
• Teasing, Voyeurism, innuendos and taunts with implicit sexual connotation, physical confinement and/or touching against one’s will
• Demand or request for sexual favors
• Sexually colored remarks or remarks of a sexual nature about a person’s clothing or body
• Display of picture, signs etc. with sexual nature/connotation/overtones in the work area and work-related areas
• Showing pornography, making or posting vulgar/indecent/sexual pranks, teasing, jokes, demeaning or offensive pictures, cartoons or other materials through email, SMS, MMS, gestures etc.
• Repeatedly asking to socialize during off-duty hours or continued expressions of sexual interest against a person’s wishes
• Giving gifts or leaving objects that are sexually suggestive
• Eve teasing, innuendos and taunts, physical confinement against one’s will or any such act likely to intrude upon one’s privacy; Persistent watching, following, contacting of a person
• Any other unwelcome physical, verbal or non-verbal conduct of sexual nature

The following circumstances if it occurs or is present in relation to any sexually determined act or behavior amount to sexual harassment:

• Implied or explicit promise of preferential treatment in employment
• Implied or explicit threat of detrimental treatment in employment
• Implied or explicit threat about the present or future employment status
• Interference with the person’s work or creating an intimidating or offensive or hostile work environment
• Humiliating treatment likely to affect health or safety

An alleged act of sexual harassment committed during or outside of office hours falls under the purview of this policy. Further, it is important to note that whether harassment has occurred or not does not depend on the intention of the people but on the experience of the aggrieved woman.

ii. Aggrieved Woman: In relation to a workplace, a woman, of any age, whether employed or not, who alleges to have been subjected to any act of sexual harassment by the respondent.

iii. Complainant: Any aggrieved woman who makes a complaint alleging sexual harassment under this policy.

iv. Respondent: A person against whom a complaint of sexual harassment has been made by the aggrieved woman under this policy.

v. Employee: A person employed at the workplace, for any work on regular, temporary, ad-hoc or daily wage basis, either directly or through an agent, including a contractor, with or without the knowledge of the principal employer, whether for remuneration or not, or working on a voluntary basis or otherwise, whether the terms of employment are express or implied and includes a coworker, a contract worker, probationer, trainee, apprentice or called by any other such name.

vi. Special Educator: A special educator means a person trained in communication with people with special needs in a way that addresses their individual differences and needs.

vii. Workplace:

• Premises, location establishment, enterprises, institutions, offices, branches or units established, subsidiaries which are controlled by the company
• Places visited by the employee arising out of or during the course of employment including official events, accommodation and transportation provided by the employer for undertaking a journey

viii. Employer: A person responsible for management, supervision and control of the workplace.

3. Roles and Responsibilities

Responsibilities of Individual: It is the responsibility of all to respect the rights of others and to never encourage harassment. It can be done by:

• Refusing to participate in any activity which constitutes harassment
• Supporting the person to reject unwelcome behavior
• Acting as a witness if the person being harassed decides to lodge a complaint

All are encouraged to advise others of behavior that is unwelcome. Often, some behaviors are not intentional. While this does not make it acceptable, it does give the person behaving inappropriately, the opportunity to modify or stop their offensive behavior.

4. Redressal Mechanism – Formal Intervention

In compliance with the Act, if the aggrieved woman warrants formal intervention, the complainant needs to lodge a written complaint, which shall be followed by a formal redressal mechanism as described in this policy. In case of a verbal complaint, the complaint will be reduced in writing by the receiver of the complaint and signatures of the complainant will be obtained.

5. Internal Complaints Committee/Anti Sexual Harassment Committee (Henceforth Known as ‘Committee’)

To prevent instances of sexual harassment and to receive and effectively deal with complaints pertaining to the same, Internal Complaints Committee (IC)/Anti Sexual Harassment Committee have been appointed for all administrative units/offices of the Company. The detail of the committee is notified to all covered persons at the location (workplace).

The committee comprises of:

• Presiding Officer: A woman employed at a senior level in the organization or workplace
• At least 2 members from amongst employees, committed to the cause of women or who have had experience of social work or have legal knowledge
• One member from amongst non-governmental organizations or associates committed to the cause of women or a person familiar with the issues relating to sexual harassment
• Factory Manager or such other person as deemed to be appropriate
• At least one half of the total members nominated being women

The Committee will be responsible for:

• Receiving complaints of sexual harassment at the workplace
• Initiating and conducting inquiry as per the established procedure
• Submitting findings and recommendation of inquiries
• Coordinating with the employer in implementing appropriate action
• Maintaining strict confidentiality throughout the process as per established guidelines
• Submitting annual reports in the prescribed format
• Implementation of POSH policy

6. Lodging a Complaint

The aggrieved woman needs to submit a detailed complaint, along with any documentary evidence, if available or names of witnesses, to any of committee members at the workplace.

The Complaint must be lodged within 3 months from the date of incident/last incident. The committee can extend the timeline by another 3 months for reasons recorded in writing, if satisfied that these reasons prevented the lodging of the complaint.

Provided that where such a complaint cannot be made in writing, the Presiding Officer or any member of the Internal Complaint Committee shall render all reasonable assistance to the woman for making the complaint in writing.

If the aggrieved woman is unable to lodge the complaint on account of her incapacity, the following may do so on her behalf, with her written consent:

• Legal heir, relative or friend
• Co-worker
• Any person having the knowledge of the incident

If the initial complaint is made to a person other than a committee member, upon receiving such a complaint, it will be the responsibility of the complaint receiver to report the same to the committee immediately. Wherever possible the committee to ensure that all complaints of harassment are dealt with speedily, discreetly and as close as possible to the point of origin.

7. Receiving a Complaint (Guidelines)

Dealing with incidents of harassment is not like any other type of dispute. Complainants may be embarrassed and distressed and it requires tact and discretion while receiving the complaint. The following points are to be kept in mind by the receiver of the complaint:

• Complainants are listened to and the complainant is informed that the Company takes the concerns seriously. Complainant is informed that these concerns will be reported to the appropriate committee and follow up will be done speedily
• Situations are not to be pre-judged. Written notes are taken while listening to the person. Complainant is allowed to bring another person to the meeting if they wish. When taking accurate notes, complainants own words, where possible are used. Clear description of the incident is prepared in simple and direct terms and details are confirmed with the complainant
• All notes are kept strictly confidential. Complainant’s consent is taken to allow proceeding with the matter, which involves a formal investigation
• The Complainant is advised that although the process is confidential, the respondent needs to be informed and any witnesses and persons directly involved in the complaint process will also learn of the complaints identity

Care is taken to prevent any disadvantage to or victimization of either the complainant or the respondent.

8. Resolution Procedure through Conciliation

Once the complaint is received, before initiating the inquiry the committee may take steps to conciliate the complaint between the complainant and the respondent. This is only if requested by the aggrieved woman.

However, Internal Complaints Committee shall ensure that:

• Monetary settlement will not be made as a basis of conciliation
• Where a settlement has been arrived, the settlement terms shall be signed by both the parties and both parties shall be provided with a copy of it

It is made clear to all parties that conciliation in itself doesn’t necessarily mean acceptance of complaint by the respondent. It is a practical mechanism through which issues are resolved or misunderstandings cleared.

In case a settlement is arrived at, the committee records & reports the same to the employer for taking appropriate action. Resolution through conciliation happens within 2 weeks of receipt of complaint.

The committee provides copies of the settlement to complainant & respondent. Where, a settlement is arrived as mentioned hereinabove, no further enquiry shall be conducted by the Internal Complaints Committee.

9. Resolution Procedure through Formal Inquiry - Conducting Inquiry

The committee initiates inquiry in the following cases:

• No conciliation is requested by aggrieved woman
• Conciliation has not resulted in any settlement
• Complainant informs the committee that any terms or condition of the settlement arrived through conciliation, has not been complied with by respondent

The Committee proceeds to make an inquiry into the complaint within a period of 1 week of its receipt of the original complaint/closure of conciliation/repeat complaint.

10. Manner of Inquiry into Complaint

Complainant should submit the complaint along with supporting documents, if any and the names of the witnesses, if any.

Upon receipt of the complaint, the committee sends 1 copy of the complaint to respondent within 7 working days.

Respondent replies with all supporting documents within 10 working days of receiving the copy of the complaint.

No legal practitioner can represent any party at any stage of the inquiry procedure.

The Complaints Committee makes inquiry into the complaint in accordance with the principles of natural justice.

In conducting the inquiry, a minimum of three committee members including the presiding officer should be present.

11. Interim Relief

During pendency of the inquiry on a written request made by the complainant, the committee may recommend to the employer to:

• Transfer the complainant or the respondent to any other workplace
• Grant leave to the aggrieved woman of maximum 3 months, in addition to the leave she would be otherwise entitled
• Prevent the respondent from assessing complainant’s work performance
• Grant such other relief as may be appropriate

Once the recommendations of interim relief are implemented, the employer will inform the committee regarding the same.

12. Termination of Inquiry

Internal Complaints Committee at DESIGNTREE.COM LIMITED may terminate the inquiry or give ex-parte decision, if complainant or respondent respectively is absent for 3 consecutive hearings, without reason. 15 days written notice to be given to the party, before termination or ex-parte order.

13. Inquiry Procedure

All proceedings of the inquiry are documented. The Internal Complaints Committee interviews the respondent separately and impartially. Committee states exactly what the allegation is and who has made the allegation. The respondent is given full opportunity to respond and provide any evidence etc. Detailed notes of the meetings are prepared which may be shared with the respondent and complainant upon request. Any witnesses produced by the respondent are also interviewed & statements are taken.

If the complainant or respondent desires to cross examine any witnesses, the Internal Complaints Committee facilitates the same and records the statements.

In case complainant or respondent seeks to ask questions to the other party, they may give them to the committee which asks them and records the statement of the other party.

The Internal Complaints Committee must complete its investigation within a period of 90 days from the date on which the inquiry is commenced. The inquiry procedure ensures absolute fairness to all parties.

14. Considerations While Preparing Inquiry Report

While preparing the findings/recommendations, following are considered:

• Whether the language used (written or spoken), visual material or physical behavior was of sexual or derogatory nature
• Whether the allegations or events follow logically and reasonably from the evidence
• Credibility of complainant, respondent, witnesses and evidence
• Other similar facts, evidence, e.g. if there have been any previous accounts of harassment pertaining to the respondent
• Both parties have been given an opportunity of being heard

A copy of the proceedings were made available to both parties enabling them to make representation against the findings. A copy of the final findings is shared with the complainant and the respondent to give them an opportunity to make a representation on the findings to the committee.

15. Action to Be Taken After Inquiry

Post the inquiry the committee submits its report containing the findings and recommendations to the employer, within 10 days of completion of the inquiry.

The findings and recommendations are reached from the facts established and are recorded accurately.

If the situation so requires, or upon request of the complainant, respondent or witness, management at DESIGNTREE.COM LIMITED may decide to take interim measures such as transfer, changing of shift, grant of leave etc. to protect against victimization or distress during or subsequent to the course of inquiry, pending the final outcome.

16. Complaint Unsubstantiated

Where the committee arrives at the conclusion that the allegation against the respondent has not been proved, it recommends to the employer that no action is required to be taken in this matter. Further, the committee ensures that both parties understand that the matter has been fully investigated, that the matter is now concluded and neither will be disadvantaged within the company.

17. Complaint Substantiated

Where the committee arrives at the conclusion that the allegation against the respondent has been proved, it recommends to the employer to take necessary action for sexual harassment as misconduct, in accordance with the applicable service rules and policies, and this may include:

• Counseling
• Censure or reprimand
• Apology to be tendered by respondent
• Written warning
• Withholding promotion and/or increments
• Rescinding of bonus
• Transfer from present location
• Suspension
• Termination
• Legal action under the criminal code
• Or any other action that the management may deem fit

The employer at DESIGNTREE.COM LIMITED shall act upon the recommendations within 60 days and confirm to the committee. Post implementation of the actions, follow up with the complainant occurs to ascertain whether the behavior has in fact stopped, the solution is working satisfactorily and if no victimization of either party is occurring. This follow up is undertaken by the complainant’s Line Manager supported by HR Department.

18. Penal Consequences of Sexual Harassment

In case the committee finds the degree of offence coverable under the Indian Penal Code, then this fact shall be mentioned in its report and appropriate action shall be initiated by the employer, for making a police complaint. Under the Indian Penal Code (IPC) the newly introduced section (S.354A) which deals with Sexual Harassment has made this a ‘cognizable offence’ i.e. a person charged with sexual harassment may be arrested without a warrant.

19. Malicious Allegations

Where the committee arrives at the conclusion that the allegation against the respondent is malicious or the aggrieved woman or any other person making the complaint has made the complaint knowing it to be false or the aggrieved woman or any other person making the complaint has produced any forged or misleading document, it may recommend to the employer to take action against the woman or the person making the complaint.

While deciding malicious intent, the committee should consider that mere inability to substantiate a complaint need not mean malicious intent. Malicious intent must be clearly established through a separate inquiry.

20. Confidentiality

The identity of the complainant, respondent, witnesses, statements and other evidence obtained in the course of inquiry process, recommendations of the committees, action taken by the employer is considered as confidential materials, and not published or made known to public or media.

21. Appeal

Any party not satisfied or further aggrieved by the implementation or non-implementation of recommendations made, may appeal to the appellate authority in accordance with the Act, within 90 days of the recommendations being communicated.

22. Awareness

Awareness sessions are to be organized to:

• Formulate and widely disseminate an internal policy or resolution or declaration for prohibition, prevention and redressal of sexual harassment at the workplace intended to promote gender sensitive safe spaces and remove underlying factors that contribute towards a hostile work environment against women
• Carry out orientation programs and seminars for the members of the IC
• Conduct capacity building and skill building programs for the Members of the IC
• Declare the names and contact details of all the Members of the IC
• Use modules developed by the State Governments to conduct workshops and awareness programs for sensitizing the employees with the provisions of the Act

23. Legal Compliance

The IC shall in each calendar year prepare, in such format as may be prescribed, an annual report and submit the same to the employer and the District Officer (as defined in the Act). The report shall have the following details:

• Number of complaints of sexual harassment received in the year
• Number of complaints disposed of during the year
• Number of cases pending for more than 90 days
• Number of workshops or awareness program against Sexual Harassment carried out
• Nature of action taken by the employer or District Officer

24. 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. The revised policy shall be uploaded on the Company’s website as and when amended.