Governance

Date: ____________

To, 

ID Details

Dear ____,

We are pleased to inform you that upon approval of Board of Directors vide Resolution dated _____, you are being appointed as an Additional Director (Independent Director) on the Board of the Company w.e.f. ________ for a period of five years. The appointment is governed by the provisions of Companies Act, 2013. Further, the appointment is subject to regularization by the Shareholders in its ensuing General Meeting. This letter sets out the terms and conditions of your appointment.

The broad terms and conditions of appointment of Independent Director are hereunder:

1. Appointment 
   1. The appointment as an Independent Director (ID) on the Board will be effective from ________ and for a period of five consecutive years with effect from _______ to _________.
   2. The Board may, if it deems fit, invite ID for being appointed on one or more existing Board Committees or any such Committee that is set up in the future. The appointment on such Committee(s) will be subject to applicable law.
2. Expectations, Roles, Functions and Duties
   1. ID is expected to bring objectivity and independence of view to the Board’s discussions and to help provide the Board with effective inputs in relation to the Company’s strategy, performance and risk management as well as ensuring high standards of financial probity and corporate governance. ID is also expected to observe and comply with applicable laws, the charter documents of the Company and the rules, regulations and policies of the Company, in relation to his/her directorship and the business of the Company.
   2. The role, functions and duties of ID will be as provided under the applicable law, including the Act and in conformity with Sec on 149(8) read with Schedule IV of the Act, including in relation to attendance of meetings, maintenance of confidentiality, safeguarding the interests of the stakeholders, bringing objective judgement, asking clarifications, etc.
   3. In addition, the conduct of ID will be governed by applicable law, including the guidelines for professional conduct set out under the Code of Independent Directors, as provided in Sec on 149(8) read with Schedule IV of the Act, the duties of directors as set out under Sec on 166 of the Act. 
3. Remuneration and Reimbursement of Expenses
   1. ID will be paid such remuneration by way of sitting fees for attending meetings of the Board and its Committees as may be decided by the Board from time to time in compliance with applicable law. The remuneration shall be subject to applicable taxes and the Company may withhold there from any amounts as are required to be withheld pursuant to applicable law. Any tax liability arising in respect of payments made pursuant to remuneration to ID shall be borne solely by them. 
   2. The Company has Directors’ and Officers’ liability insurance in accordance with its holding Company and it is intended that the Company will assume and maintain such cover for the full term of appointment of ID. 
   3. In addition to the remuneration described above the Company will, for the period of appointment, reimburse ID for travel, hotel and other incidental expenses incurred by them in the performance of their role and duties
4. Conflict of Interest
   • It is accepted and acknowledged that ID may have business interests other than those of the Company. As a condition precedent to commencement of the appointment, ID is required to declare to the Company any such directorships, appointments and interests to the Board. Thereafter ID is required to declare to the Company whenever there is any change in the circumstances which may affect her status as an ID.  
5. Other Terms and Conditions 
   1. Evaluation 
      • The performance of ID will be evaluated as per the requirements of the Act. 
   2. Termination 
      • (i) ID may resign from their position at any time by serving a reasonable written notice on the Board stating out the reason for resignation. Further, appointment of ID may be terminated in accordance with applicable law.
      • (ii) Continuation of appointment of ID is contingent on their willingness to continue as an ID and getting re-appointed by the shareholders in accordance with applicable law. ID will not be entitled to compensation if the shareholders of the Company do not re- appoint her at any time. 
   3. Confidentiality
      • All information in relation to the Company acquired by ID during the appointment and tenure as an ID is confidential and should not be disclosed to third parties unless required by law.  
   4. Liability 
      • Subject to applicable law, for any breach of duties, ID will be liable to consequence prescribed under applicable law and in relation to the Company, ID would be liable for such acts of omission or commission by the Company which had occurred with their knowledge, attributable through Board processes, and with their consent or connivance, or where ID has not acted diligently.
6. Miscellaneous
   1. The appointment of ID is also subject to the maximum permissible directorships that one can hold under applicable law, including as per the provisions of the Act and Rules. 
   2. ID will not be in employment of the Company.
   3. ID will be invited to attend ongoing training and familiarization sessions, including briefings from management and site visits, if any 

It is a pleasure to have you on Board and we are confident that your association, expertise and advice will immensely benefit the Company and the Board.

Best Regards,

For Novel Jewels Limited

____________________

Director

ACCEPTED

____________________ 

(Name of the ID)

Novel Jewels Limited ("the Company"), as a part of Aditya Birla Group (“ABG”) abide by the Group Values of Integrity, Commitment, Passion, Seamlessness, and Speed which form foundation for all actions and decisions we take. They set standards for the organization and for employees' conduct.

1.  PREFACE

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. 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, if any, in appropriate or exceptional cases.

1.1. As per Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, a company which has borrowed money from banks and public financial institutions in excess of Rs. 50 Crore is required to have a Vigil Mechanism.

In view of above, the Board of Directors of Novel Jewels Limited (“the Company”) at its meeting held on June 5, 2024, had approved the Vigil Mechanism (Whistle Blower) Policy (“the Policy”).

2.  POLICY OBJECTIVES

2.1   The purpose of this Policy is to articulate the Company's point of view on whistle blowing, the process, and the procedure to strengthen whistle blowing mechanism at the Company.

2.2   This Policy:

-  Provides a platform and mechanism for the Employees and Directors to voice genuine concerns or grievances about unprofessional conduct without fear of reprisal.

-  It provides an environment that promotes responsible and protected whistle blowing. It reminds Employees and Directors about their duty to report any suspected violation of any law that applies to the Company and any suspected violation of the Group Values or Aditya Birla Group's Code of Conduct.

-   Above all, it is a dynamic source of information about what may be going wrong at various levels within the Company, and which will help the Company in realigning various processes and take corrective actions as part of good governance practice. 

3.   COVERAGE

This policy is applicable to all the Stores/ Offices of Company in India, including all Employees and Directors.

4.   DEFINITIONS

4.1    “Audit Committee” means a committee constituted by the Board of Directors of the Company in accordance with the provisions of Companies Act, 2013.

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

4.3    “Director” means a Director appointed to the Board of the Company.

4.4    “Company” means Novel Jewels Limited.                                                   

4.5 “Employee” means all the present employees of the Company (includes off roll, interns, management trainees, third party employees, consultants)

4.6  “Values Standard Committee” means a Committee formed under this Policy to investigate complaints of violation of Company's Code of Conduct or Group Values and take appropriate disciplinary action.

 

5  WHO IS WHISTLE BLOWER?  Any Employee or Director who discloses or demonstrates evidence of an unethical activity or any conduct that may constitute breach of the Company's Code of Conduct or Group Values. This whistleblower has come to the decision to make a disclosure or express a genuine concern/ grievance/ allegation, after due assessment of the facts of the matter. 

6   PROTECTION

The process is designed to offer protection to the whistleblower (employees and Directors) provided that the disclosure made/concern raised/allegations made ("complaint") by a whistleblower is in good faith and the alleged action or non-action constitutes a genuine and serious breach of what is laid down in the Group Values and/or Company's Code of Conduct and Aditya Birla Group policy.

The Company affirms that it will not allow any whistleblower to be victimised for making any complaint. Any kind of victimisation of the whistleblower brought to the notice of the Values Standard Committee will be treated as an act warranting disciplinary action and will be treated so.

As a Company, we condemn any kind of discrimination, harassment, victimisation, or any other unfair employment practice adopted against the whistleblowers. Complete protection will be given to the whistleblowers against any unfair practices like retaliation, threat or intimidation or 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 in a free and fair manner.

7     REPORTING IN GOOD FAITH

Every whistleblower is expected to read and understand this policy and abide by it. It is recommended that any individual who wishes to report, should do so after gathering adequate facts/data to substantiate the complaint and not complain merely based on hearsay or rumour. This also means that no action should be taken against the whistleblower, if the complaint was made in good faith, but no misconduct was confirmed on subsequent investigation.

However, if a complaint, after an investigation proves to be frivolous, malicious or made with an ulterior intent, the Values Standard Committee shall take appropriate disciplinary or legal action against the concerned whistleblower.

8     LIST OF EXCLUSIONS

The following types of complaints will ordinarily not be considered and taken up:

1. Complaints that are Illegible, if handwritten.

2. Complaints that are vague, with pseudonyms.

3. Complaints that are trivial or frivolous in nature.

4. Matters which are pending before a court of Law, State, National Human Rights Commission, Tribunal or any other judiciary or sub judiciary body.

5. Any matter that is very old from the date on which the act constituting violation, is alleged to have been committed.

6. Issue raised, relates to service matters or personal grievance (such as increment, promotion, appraisal etc.) or also any customer/product related grievance.

9  DEALING WITH ANONYMITY

A whistleblower may choose to keep his/her identity anonymous. In such cases, the complaint should be accompanied with strong evidence and data.

10  CONFIDENTIALITY

The Values Standard Committee will treat all complaints in a confidential and sensitive manner. In specific cases where the criticality and necessity of disclosing the identity of the whistleblower is important, it may be disclosed, on a 'need-to-know-basis', during the investigation process and only with the prior approval of the whistleblower.  

11  WHO IS A WHISTLE BLOWER OFFICER?

For the purpose of this policy, the Company Secretary (or in his/her absence, the Legal Head) would act as Secretary of the relevant Values Standard Committee and is also known as a Whistle Blower Officer.

12  PROCEDURE FOR RAISING A COMPLAINT 

A whistleblower can make complaint in multiple ways:

1. Can write to the Values Standard Committee. The information about name of members and list of Values Standards Committee (VSC) at various levels, their email id are available on the site that can be accessed from Poornata or the Group IntranetOnestream.   

2. By writing to Company Secretary or Legal Head, as these officials are the Whistle Blower Officers, are duty bound to share the complaints with the Ethics Hotline. The letter to be addressed and marked as “Private and Confidential”, and delivered to Company Secretary/Legal Head, Novel Jewels Limited A-1, Aditya Birla Centre, 1st Floor, S.K. Ahire Marg, Worli, Mumbai 400 030. 

3. By writing to Chief Executive Officer (“CEO”). The letter to be addressed and marked as “Private and Confidential”, and delivered to CEO, Novel Jewels Limited A-1, Aditya Birla Centre, 1st Floor, S.K. Ahire Marg, Worli, Mumbai 400 030. 

4. A whistle blower can send a complaint to an independent third-party vendor by providing details on a link https://abgethicshelpline.integritymatters.in/ or by sending the email on abg.ethicshelpline@integritymatters.in or on a toll-free number 1800 102 6969. This is operated by an independent third-party vendor.   

5.  In exceptional cases, the complaint can directly report his/ her complaint  to the chairperson of the Company’s Audit Committee by an email to dilip.gaur@adityabirla.com  or by a letter addressed to the Audit Committee, marked “Private and Confidential”, and delivered to the Chairman of the Audit Committee, Novel Jewels Limited A-1, Aditya Birla Centre, 1st Floor, S.K. Ahire Marg, Worli, Mumbai 400 030.

13  REPORTING PROCESS 

Quarterly report will be prepared by the Values Standard Committee of which copies will be placed before the Audit Committee of the Company.

14  GUIDELINES FOR COMMUNICATION AND IMPLEMENTATION OF THIS POLICY

An ethics hotline is made available. This toll-free number will be available for reporting any violation or misconduct. A communication mechanism should be put in place to create awareness about this Policy with the existing employees and for new joiners in all Stores/ Offices and sites operating in India.

It is the responsibility of the Chief Human Resource Officer/Head HR of the Company to ensure that the updated names and email id of the Values Standard Committee are made available to all employees through the local intranet and/or any other communication mechanism they may adopt.

A separate, detailed Operationalizing Guideline will be made available to Values Standard Committee to ensure that this Policy is implemented in letter and spirit.