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Sexual Harassment Policy

Prevention of Sexual Harassment Policy

Background
Vintage Coffee And Beverages Limited (hereinafter referred to as the “Company)
provides equal opportunity and a harassment free workplace notwithstanding race,
caste, religion, color, ancestry, marital status, gender, sexual orientation, age,
nationality, ethnic origin or disability, as the case may be. Thus in order to create
such a safe and conducive work environment, this Policy has been framed, in line
with the provisions of the “Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013” of India (hereinafter referred to as the “Act”1)
and existing rules framed thereunder namely the “Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Rules, 2013 (hereinafter referred
to as the “Rules”2).
Purpose & Scope
Purpose of this policy is to provide protection against sexual harassment of women
at workplace and the prevention and redressal of complaints of sexual harassment
and matters related to it.
This policy extends to all employees including individuals coming to the workplace
for employment or for any other purpose whatsoever including but not limited to
visitors, vendors, contractual resources, seconded and applies to any alleged act of
sexual harassment against persons at workplace, whether the incident has occurred
during or beyond office hours.
Important definitions
(a)“Aggrieved Individual” means in relation to a workplace, a person, of any age,
whether employed or not, who alleges to have been subject to any act of sexual
harassment by the respondent and includes contractual, temporary employees and
visitors.
(b) “Complainant” is any aggrieved individual (including a representative as more fully
described under Rule 6 of the said Rules, if the aggrieved individual is unable to make a
complaint on account of his/her physical or mental incapacity or death or otherwise) who
makes a complaint alleging Sexual Harassment under this Policy.
(c)“Complainant” is any aggrieved individual (including a representative as more fully
described under Rule 6 of the said Rules, if the aggrieved individual is unable to make a
complaint on account of his/her physical or mental incapacity or death or otherwise) who
makes a complaint alleging Sexual Harassment under this Policy.
(d) “Employer” means person who are responsible for management, supervision and
control of the workplace including appointment/removal/termination of employees and
will include ‘Director and General Manager’, ‘Chief People Officer (CPO)’ and ‘Chief
Operating Officer (COO)’.
(e)“Internal Committee” means and includes an Internal Complaints Committee
(hereinafter referred to as the “committee”).
(f) “Presiding officer” means the presiding officer of the IC and shall be a woman
employed at a senior level at the workplace amongst the employees.
(g)‘Respondent” means a person against whom a complaint of alleging sexual
harassment has been made under this policy.
(h) “Parties” means collectively the complainant and the respondent.
(i) Sexual harassment may be one or a series of incidents involving unsolicited and
unwelcome sexual advances, requests for sexual favours, or any other verbal or physical
conduct of sexual nature.
a. Sexual Harassment at the workplace includes:
b. unwelcome sexual advances (verbal, written or physical),
c. demand or request for sexual favors,
d. any other type of sexually-oriented conduct,
e. verbal abuse or ‘joking’ that is sex-oriented
f. any conduct that has the purpose or the effect of interfering with an individual’s work
performance or creating an intimidating, hostile or offensive work environment.
g. Inappropriate conduct could also be a joke, a prank or even a compliment. These
gestures also lead to harassment although the intention of the individual might not be to
offend the other person.
(j) “Workplace” means establishments, enterprises, institutions, offices, branches,
premises, locations or units established, owned, controlled by the Company or places
visited by the employees out of or during the course of employment including
accommodation, transportation provided by the employer for undertaking such journey.
Responsibilities Regarding Sexual Harassment:
All employees of the Company have a personal responsibility to ensure that their
behavior is not contrary to this policy.
All employees are encouraged to reinforce the maintenance of a work environment
free from sexual harassment.
Raising of complaint
(1)Any aggrieved individual may make in writing, a complaint of sexual harassment
to the Human Resources (HR) or Administration/personnel Department (through
respective Lines of Service HR) or through Company’s Ethics Office within a period
of three (3) months from the date of incident and in case of more than one incident,
within a period of three (3) months from the date of last incident unless the time
period is extended.
(2) The complaint should clearly mention name and available details of both the
aggrieved person and the respondent. Anonymous or pseudonymous complaints will
not be investigated.
(3) Where the aggrieved individual is unable to make the complaint on account of
her/his physical or mental incapacity or death or otherwise, his/her representative, as
more fully described under Rule 6 of the said Rules, may make a complaint.
(5) The complainant shall submit six copies of the complaint accompanied by
available supporting documents and relevant details concerning the alleged act of
sexual harassment(s) including names and address of witnesses, if any which the
complainant believes to be true and accurate.
Prohibition on disclosure of information
This policy prohibits any person from publishing, communicating or making known
to the public, press and media in any manner, contents of the complaint, the identity
and addresses of the aggrieved person, respondent and witnesses, any information
relating to conciliation and inquiry proceedings during the proceedings under the
provisions of the Act. Any violation thereto shall also be subject to applicable
disciplinary action as outlined in Employee Handbook.
Protection to Complainant
The Company is committed to ensuring that no employee who brings forward a
harassment concern is subject to any form of reprisal. Any reprisal will be subject to
disciplinary action. The Company will ensure that the victim or witnesses are not
victimized or discriminated against while dealing with complaints of sexual
harassment.
Conclusion:
In conclusion, the Company reiterates its commitment to providing its employees, a
workplace free from harassment/ discrimination and where every employee is
treated with dignity and respect.

RISK MANAGEMENT POLICY

Background and Context Applicability:
Business constantly involves taking calculated risks with a view to maximize shareholder wealth
while being a good/ responsible corporate citizen for the society and environment alike. The
Board of Directors and the management, in their fiduciary capacity, are expected to ensure that
uncertainties impacting the Company’s strategies, objectives and goals are identified and adequate
proactive steps taken to ensure sustainable growth.
Recent changes in regulations have attempted to formalize this role of the management and Board
of Directors and prescribed the role of the Boards, the structure and composition of the apex body
in the Company to address risks followed with necessary disclosure requirements.
Key Compliance Requirements and Legal Framework:
Risk Management is a key aspect of Corporate Governance Principles and Code of Conduct
which aims to improvise the governance practices across the business activities of any
organization. The new Companies Act, 2013 and SEBI (LODR) Regulations, 2015, have also
incorporated various provisions in relation to Risk Management policy, procedure and practices.
The provisions of Section 134(3)(n) of the Companies Act, 2013 necessitate that the Board’s
Report should contain a statement indicating development and implementation of a risk
management policy for the Company including identification therein of elements of risk, if any,
which in the opinion of the Board may threaten the existence of the Company. Further, the
provisions of Section 177(4)(vii) of the Companies Act, 2013 require that every Audit
Committee shall act in accordance with the terms of reference specified in writing by the Board
which shall inter alia include evaluation of risk management systems. In line with the above
requirements, it is therefore, required for the Company to frame and adopt a “Risk Management
Policy” (this Policy) of the Company.
Key Definitions:
“Risk” is the effect of uncertainty on objectives and Risk Management is the coordinated activities
to direct and control an organization with regard to risk.
The Company recognizes that risk is an integral and inevitable part of business and is fully
committed to managing the risks in a proactive and efficient manner. The Company has a
disciplined process for continuously assessing risks, in the internal and external environment,
along with the cost of minimizing the impact of risks and incorporates risk mitigation plans in its
strategy and business/ operational plans.
The Company, through its risk management process, strives to contain and minimize the negative
effect of an uncertainty within the risk appetite as agreed from time to time with the Board of
Directors and strives to capitalize on the positive effect of any uncertainty. The Company realizes
that some variables in the external environment may not be fully controllable.
The Company treats risks by either eliminating/ reducing the likelihood and/ or impact of its
occurrence, transfer/ share the risks if possible or avoid the risks. In doing so the Company
consciously balances the cost and benefits of the risk treatment options and also the business
opportunity in taking a particular risk.
 Risk Assessment –
The systematic process of identifying and analysing risks. Risk Assessment consists of a detailed
study of threats and vulnerability and resultant exposure to various risks.
 Risk Management –
The systematic way of protecting business resources and income against losses so that the
objectives of the Company can be achieved without unnecessary interruption.
 Risk Management Process –
The systematic application of management policies, procedures and practices to the tasks of
establishing the context, identifying, analyzing, evaluating, treating, monitoring and
communicating risk.
Purpose and Scope of the Policy:
The main objective of this Policy is to ensure sustainable business growth with stability and to
promote a pro-active approach in reporting, evaluating and resolving risks associated with the
Company’s business. In order to achieve the key objective, this Policy establishes a structured
and disciplined approach to Risk Management, in order to guide decisions on risk related issues.
The specific objectives of this Policy are:
 To ensure that all the current and future material risk exposures of the Company are
identified, assessed, quantified, appropriately mitigated, minimized and managed i.e. to ensure
adequate systems for risk management.
 To establish a framework for the company’s risk management process and to ensure its
implementation.
 To enable compliance with appropriate regulations, wherever applicable, through the
adoption of best practices.
 To assure business growth with financial stability.
Risk Management and key Activities:
Risk management, by and large involves reviewing the operations of the organization followed
by identifying potential threats to the organization including cyber security and the likelihood of
their occurrence, and then taking appropriate actions to address the most likely threats.
The basic activities in any risk management system are.
 Risk identification.
 Risk assessment.
 Risk control.
Each of the risk needs to be assessed by the enterprise for its impact on profit and cash flow.
Likelihood of occurrence and scope for mitigation or reduction including those relating to cyber
security.

The risks, which the Company may be exposed to, are classified broadly in the following
categories:
a) Business Risk
Business risk is impacted by several factors such as demand sales volume, per-unit price, input
costs, competition, overall economic climate and government regulations. The risk exists when
the company has lower than anticipated profits, or experiences a loss rather than a profit.
b) Financial Risk
The risk that exists when the Company’s cash flows are not enough to pay creditors and fulfill
other financial responsibilities. The more debt a Company owes, the more likely it is to default
on its financial obligations. Taking on higher levels of debt or financial liability therefore
increases a Company’s level of financial risk.
c) Foreign exchange risk
The risk that exists when a financial transaction is denominated in a currency that is different
from the base currency of the Company. There may be an adverse movement in the exchange
rate of the denomination currency in relation to the base currency before the date of completion
of the transaction.
d) Contractual risk
The risk assessment to be carried out before the Company enters into contract and stipulate such
terms in the agreement that will ensure that the contracting party has adequately protected the
Company against the threat of financial loss. Its application can reduce the potential risk and
financial consequences arising from the negligent acts of others while commercial activity is
carried out for the contracting party.
e) Asset Protection Strategy
It is a strategy used for protecting assets of the Company from civil money judgments, natural
calamities and strife and other causes of unrest.
Composition of Risk Management Committee shall be as mentioned below, wherever it is
applicable and otherwise the Risk Management shall be directly dealt with by the Board.
1. Risk Management Committee will be of All Working Directors, One Member from
Technical Experts, one Member from Finance and Company Secretary who will be convener of
the meeting.
2. The Chairman of the Committee will be elected from the members.
3. The Risk Management Committee will meet at least Once in a year.
4. The Risk Management Policies are based on philosophy of achieving substantial growth
while mitigating and managing risks involved.
Scope of Risk Management Committee: The Risk Management Committee formed by the Board
of Directors, is bound by the charter drawn up by the Board of Directors of the Company which
lays down the rights, duties and responsibilities of the Risk Management Committee. The Risk
Management Committee is inter alia responsible for oversight of the overall risk management
process of the Company and to ensure that key strategic and business risk are identified and
addressed by the management. Specifically, RMC is concerned with the identification of internal
and external risks faced by the Company, including financial, operational, sectoral,
sustainability (particularly, ESG related risks), information, cyber security risks, business
continuity or any other risk, as may be identified from time to time and ensure that appropriate
methodology, processes and systems are in place to monitor and evaluate risks associated with
the business of the Company.
Compliance and Control:
All the Senior Executives under the guidance of the Chairman and Board of Directors has the
responsibility for over viewing management’s processes and results in identifying, assessing and
monitoring risk associated with Organization’s business operations and the implementation and
maintenance of policies and control procedures to give adequate protection against key risk. In
doing so, the Senior Executive considers and assesses the appropriateness and effectiveness of
management information and other systems of internal control, encompassing review of any
external agency in this regards and action taken or proposed resulting from those reports.
Review:
This Policy shall be reviewed at least every year to ensure it meets the requirements of
legislation and the needs of organization.
Amendment:
This Policy can be modified at any time by the Board of Directors of the Company.