GISCO

February 18, 2016

AN ISO 9001 : 2008 COMPANY

To,
The Manager (DCS)
Mumbai Stock Exchange Limited
25th Floor, P.J. Towers,
Dalal Street, Mumbai - 400 023.
Dear Sir,
Sub:

Adoption
of Various
Policies
under SEBI (Listing
Requirements)
Regulations,
2015 (Code: 531913)

Obligation

& Disclosure

With Reference to the above subject and promulgation of SESI (Listing Obligation &
Disclosure Requirements) Regulations, 2015, Soard of directors at its meeting held on 4th
February, 2016 have inter alia adopted and approved the following Policies:
(1)

Policy for Preservation of Documents under Regulation 9 of SESI (Listing Obligation &
Disclosure Requirements) Regulations, 2015.

(2)

Policy for Soard

(3)

Disclosure Requirements) Regulations, 2015 and under part 0, Schedule II of the said
Regulation.
Policy for determining Material Subsidiaries under Regulation 16 (c) of Chapter IV of

(4)
(5)

Diversity

under

19 of SESI

(Listing

Obligations

and

SESI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Policy for Nomination and Remuneration under pursuant to part d of schedule II of
SESI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Policy for Risk Management under Regulation 17(9) (b) of SESI (Listing Obligations
and Disclosure Requirements),

(6)

Regulation

Policy for determining

Regulations 2015.

Materiality of Related party transaction

and dealing with it under

Regulation 23(1) Of Securities and EXChange Soard Of India (Listing Obligations And
Disclosure Requirements) Regulations, 2015.
(7)

Policy for whistle blowing under Regulation

Disclosure Requirements), Regulations 2015.

22 of SESI

The above mentioned policies have been uploaded on Company's

You are requested to take the same on your record.

For Gapal Ir~eelS

(Listing

Obligations

and

website www.gopaliron.in.

Co. (Guj) Limited

(Bh~;j)
Managing Director
01N - 00287559

GOPAL IRON & STEELS CO. (GUJARAT) LTD.

REGD. OFFICE & WORKS

Plot No 1401/2, G.I.D.C., Kerala Ind. Estate, N. H. No.8-A, Ta. 8avla, Dist. Ahmedabad.-382 220. Gujarat, India
Tel. +91'2714268268,268465,
+917925830475
E-mail: gisco_guj@yahoo.lnWebslte:www.gopaliron
com
CIN : L27101GJ1994PLC022876

GOPAL IRON AND STEEL COMPANY

(GUJARAT) LIMITED

BOARD DIVERSITY
POLICY
Regulation 19 of SEBf (Listing Obligations and Disclosure
Requirements) Regulations, 2015

1. Introduction
In terms of Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and under part D, Schedule II of the said Regulation, a Board
diversity Policy is framed. The Policy is approved by Nomination and Remuneration
Committee.
2. Purpose
The Board Diversity Policy (the "Policy") aims to sets out the approach to achieve
diversity on the Board of Directors (the "Board") of Gopal Iron and Steel Company
(Gujarat) Limited.
3. Scope
This Policy is applicable to the Board. It does not apply to employees.
4.

Policy Statements
With a view to achieve sustainable and balanced development,
the Company
witnesses increasing diversity at Board Level as essential element in supporting the
attainment of objectives. The company recognizes and embraces benefits of having a
diverse board and believes that a truly diverse Board will leverage differences in
thought, perspective, knowledge, skill, regional and industry, experience, cultural
geographical, background,
age, ethnicity, race and gender which will ensure
effective decision making in the company.
The Board shall have an optimum combination of executive, non executive
independent
directors in accordance with requirements
under Companies
2013, Listing agreement and SEBI Regulations.

and
Act,

The Nomination and Remuneration Committee (the "Committee") is responsible for

reviewing and assessing the composition and performance of the Board, as well as
identifying appropriately qualified persons to occupy Board positions.
5.

Measurable

Objectives

The committee will annually approve and recommend to the board for approval all
measurable objectives for achieving diversity on the board. At any given time, the
board may seek to improve one or more aspects of its diversity and measure
progress accordingly.

While recommending the appointment of directors on the Board, the Committee

shall consider the merit of the candidate and benefits of diversity. The Committee
will ensure that no candidate will. be discriminated against on grounds of
religion, race, gender, medical conditions, national origin or ancestry, marital
status, age, sexual orientation, or any other personal and physical attribute
which should not obstruct' the candidates' ability to perform as a Board
member.
6. Monitoring

and Reporting

Accordingly the Committee is responsible for:

a. Assessing the appropriate mix of diversity, skills, experience and expertise
required on the Board and assess the extent to which the required skills are
represented on the Board.
b. Making recommendations to the Board in relation to appointments, and
maintain an appropriate mix of diversity, skills, experience and expertise on the
Board, and
c. Periodically review and report to the Board requirements, if any, in relation to
diversity on the Board.

The Nomination and Remuneration Committee will report to the Board on:
a.

Initiatives undertaken by the Committee in relation to board Diversity and to

achieve the measurable objectives.
b. Progress in achieving the Measurable Objectives and to make recommendations
to the Board on the same.

The Remuneration and Nomination Committee will report annually, in the Corporate
Governance Report, on the Board's composition under diversified perspectives, and
monitor the implementation of the Policy.
7. Review of Policy

The Remuneration and Nomination Committee will review the Policy, from time to
time, to ensure the effectiveness of the Policy. The Remuneration and Nomination
Committee will discuss any revisions that may be required, and recommend any
such revisions to the Board for consideration and approval.
While reviewing board Composition, the committee will consider the benefits of all
aspects of diversity, in order to maintain balance of skills, background, experience
and knowledge on the board.

8. Disclosure

of Policy:

The policy will be uploaded on Company's. website (www.gopaliron.com)

information.

for public

For, GOPALIRON& STEEL~$

DIRECTOR

-,
Gopal Iron a~teel
(Gujarat) LIMITEQ

Company

POLICY FOR DETERMINING'!IATERIAL

SUBSIDIARIES
[Pursuant to Regulation 16 (c) of Chapter IV of~EBI
(Listing Obligations & Disclosure Requirernentsj-;
Regulations, 2015]

1. INTRODUCTION
Pursuant to Regulation 16 (c) of Chapter IV of SEBI (Listing Obligations & Disclosure
Requirements)
Regulations, 2015 the Board of directors of 'Gopal Iron and Steel Company
(Gujarat) Limited' has adopted following policy with regard to determining
material
subsidiaries. As on date of formulating this Policy, the Company has no subsidiaries and
there is no immediate applicability. However, the policy is devised in order to cater to the
needs of the company in future when the Company would own Subsidiaries. The Board may
review and amend this Policy from time to time.

2. OBJECTIVE
The Main Objective of this Policy is to determine material subsidiaries
to provide a framework for such material subsidiaries.

of the company and

3. DEFINITIONS
"Board of Directors" or "Board" in relation to a company means collective Body of Directors
of the company under section 2(10) of the companies Act, 2013.
"Policy" means this policy."
"Subsidiary shall mean a subsidiary

as defined under the Act arid Rules made there under."

"Material Non Listed Indian Subsidiary shall mean a Material Subsidiary which is
incorporated in India and is not listed on the Indian Stock Exchanges whose income or net
worth (i.e. paid-up capital and free reserves) exceeds 20 per cent of the consolidated
income or net worth respectively, of the listed holding company and its subsidiaries in the
immediately preceding financial year."
"Audit Committee means Audit Committee constituted by the Board of Directors of the
Company, from time to time, under Regulation 18 of SEBr's LODR Regulations, 2015 and
Section 177 of Companies Act, 2013."

4. CONDITIONS
A subsidiary

shall be considered

Material if any of the following conditions

is satisfied:

The investment
of the Company in the subsidiary
exceeds twenty per cent of its
consolidated net worth as per the audited balance sheet of the previous financial year; or
The subsidiary has generated twenty per cent of the consolidated income of the Company
during the previous financial year.

5. RESTRICTION ON DISPOSAL OF MATERIAL SUBSIDIARY

The Company shall not:
dispose of the shares in its material subsidiary which would reduce its shareholding (either on
its own or together with other subsidiaries) to less than 50% or cease the exercise of control
over the subsidiary without passing a special resolution in its General Meeting, except in cases
where divestment is made under a scheme of arrangement duly approved by a Court/Tribunal.
sell, dispose off and lease assets amounting to more than twenty percent of the assets of the
material subsidiary on an aggregate basis during a financial year without prior approval of
shareholders by way of special resolution, unless the sale / disposal/lease is made under a
scheme of arrangement duly approved by a Court/Tribunal.

6. CORPORATE GOVERNANCE FRAMEWORK

One Independent Director of the Company shall be a Director on the Board of the material
non-listed Indian subsidiary company.
The management should periodically bring to the attention of the Board of Directors of the
company, a statement of all significant transactions and arrangements entered into by the
unlisted subsidiary company.
The Audit Committee of Board of the Company shall review the financial statements, in
particular, the investments made by the unlisted subsidiary Company.
The minutes of the Board meetings of the unlisted subsidiary company shall be placed at the
Board meeting of the company.
The management should periodically bring to the attention of the Board of Directors of the
company, a statement of all significant transactions and arrangements entered into by the
unlisted subsidiary company.

7. DISCLOSURE OF THIS POLICY

The policy will be uploaded on Company's website (www.gopaliron.com)
information.

for public

For, GOPAL IRON & STEELS CO. (~UJ.)ff'

ffEf!r;J0/
~v~IRECTOR

Gopal Iron and Steel Company (Gujarat)

Limited
NOMINATION AND REMUNERATION POLICY

PURSUANT

TO PART D OF

SCHEDULE /I OF SEBI (LISTING

OBLIGA TlONS AND DISCLOSURE
REQUIREMENTS)

REGULATIONS,

2015 AND SECTION

178 (2) & (3)

OF THE COMPANIES ACT, 2013.

1. INTRODUCTION

Part D of Schedule II of SEBI (Listing

Regulation, 2015 provides that:

obligations

and disclosure

requirements)

"The Nomination and Remuneration Committee shall formulate the criteria for determining
qualifications, positive attributes and independence of directors and recommend to the Board, a
policy, relating to the remuneration for the directors, key managerial personnel and other
employees. "
Section 178(2) & (3) of the Companies Act, 2013 provides that:
"The Nomination and Remuneration Committee shall identify persons who are qualified to
become directors and who may be appointed in senior management in accordance with the
criteria laid down, recommend to the board of directors their appointment and removal and
shall carry out evaluation of every director's performance."
Therefore, to ensure compliance with the aforesaid Act, and Regulations, the Nomination and
Remuneration Committee (the 'Committee') the Board of directors of 'Gopal Iron and Steel
Company (Gujarat) Limited' (the 'Company') has formulated a Nomination and Remuneration
Policy (the 'Policy').

2. OBJECTIVE
The objective of this Policy is to formulate the criteria for determining qualifications, positive
attributes
and independence
for the appointment
of a Director
(Executive/NonExecutive/Independent)
and recommend to the Board policy relating to the remuneration of
the Directors, Key Managerial Personnel and other employees.
The policy reflects the Company's objectives for good corporate
sustained long - term value creation for shareholders.
3.

governance

as well as

DEFINITIONS
'Company'means

'Gopallron and Steel Company (Gujarat) Limited'.

'Committee 'means 'Nomination

and Remuneration

Committee'

as constituted

by board from

time to time.
'Regulations' means

'SEBI (Listing

obligations

and disclosure

2015'
'Policy' means 'this policy'.
'Key Managerial Personnel' means
Chief Executive Officer or Managing Director or the Manager,
Whole time director
Chief financial Officer

requirements)

Regulation,

Company secretary
And such other officer as may be prescribed

under the Act from time to time.

(SMP) means personnel

of the Company who are
members of the core management team, excluding Board of Directors and are one level
below the Executive Director including Functional Head.

'Senior

Management

Personnel'

'means any money or its equivalent given or passed to any person for
rendered by him and includes perquisites as defined under the Income-tax Act,

'Remuneration

services
1961.
4.

APPLICABILITY
The Nomination and Remuneration Policy applies to the appointment and remuneration of
Directors, Key Managerial Personnel and Company's Senior Management
and other
employees.
This Nomination & Remuneration
Policy shall apply to all future employment agreements
with members of Company's Senior Management, Key Managerial Personnel and Board of
Directors. This Policy shall be of guidance for the Nomination & Remuneration Committee
and Board of Directors.

s. APPOINTMENT CRITERIA
The Committee shall identify and ascertain the integrity, qualification, expertise and
experience of the person for appointment as Director, KMP or at Senior Management level
and recommend to the Board his/her appointment.
A person should posses adequate qualification, expertise and experience for the position
he/she is considered for appointment.
The Committee has discretion to decide whether
qualification, expertise and experience possessed by a person are sufficient /satisfactory for
the concerned position.
A person to be appointed as a Director should possess impeccable reputation for integrity,
deep expertise and insights in sectors/areas
relevant to the Company and ability to
contribute to the Company's growth.
APPOINTMENT

OF EXECUTIVE

DIRECTOR

For the purpose of appointment

of Executive Directors, the Committee shall identify
persons of integrity who possess relevant experience, domain expertise and leadership
qualities and also ensure that the incumbent fulfills such other criteria with regard to age
and qualifications as laid down under Companies Act or other applicable laws.
APPOINTMENT

OF NON EXECUTIVE DIRECTORS

APPOINTMENT OF INDEPENDENT DIRECTORS

In the case of appointment
of Independent
Directors, the Committee satisfies itself with
regard to the independent nature of the Director and considers the incumbent's qualification,
expertise and experience
in the respective
field and diversity of the Board while
recommending to the Board the candidature for appointment as Director so as to enable the
Board to discharge its function and duties effectively.
The Nomination & Remuneration Committee shall decide whether to extend or continue the
term of appointment
of the independent
director, on the basis of report of performance
evaluation of independent directors.
APPOINTMENT OF KMP ISENIOR MANAGEMENT IOTHER EMPLOYEES
To possess the required qualifications,
experience, skills and expertise to effectively
discharge their duties and responsibilities.
To practice and encourage professionalism and transparent working Environment.
To build teams and carry the team members along for achieving the goals/objectives
and
corporate mission.
6. REMUNERATION

OF DIRETORS, KEY MANAGERIAL PERSONNEL & SENIOR

MANAGEMENT
The guiding principle is that the remuneration
and the other terms of employment shall be
competitive in order to ensure that the Company can attract and retain competent
Executives/ Directors.
The appointment
and remuneration
of the Managerial Personnel shall be governed
Chapter XIII of the Companies Act, 2013 read with Schedule V and the Rules there under.
Reward

by

Policies

- Attract and retain: Remuneration packages are designed to attract high caliber executives
in a competitive global market and remunerate
executives fairly and responsibly. The
remuneration
shall be competitive
and based on the individual responsibilities
and
performance.
- Motivate and reward: Remuneration is designed to motivate delivery of our key business
strategies, create a strong performance orientated environment and reward achievement of
meaningful targets over the short-and long-term.
The principal
terms of non-monetary
benefits:
The Executives will be entitled to
customary non-monetary benefits such as company cars and company health care, telephone
etc. In addition thereto in individual cases company housing and other benefits may also be
offered.

Remuneration of Executive Directors

The remuneration
of the Executive Directors is recommended
by the Nomination and
Remuneration Committee and subsequently, the Board approves and adopts the same and
wherever necessary forwards the same for the approval of the shareholders in the General
Meetings of the Company.
Executive remuneration
is evaluated annually against performance
and a benchmark
software companies, which in size and function are similar to the Company.
The Total monthly remuneration of Managing Director/Whole-time
Director shall be
comprised, inter alia, as follows:

of

Basic Salary
House Rent Allowance
Transport Allowance
Conveyance Allowance
Reimbursement of any out of pocket expenses incurred by the Directors in discharge of
their functions/duties
on behalf of the Company.

Annual Components:
Medical reimbursement
Leave Travel Allowance

Remuneration of Non-Executive Directors

The Non-Executive Directors (NEDs) are paid remuneration
'by way of Sitting Fees. The
Articles of Association of the Company have entrusted the Board of Directors of the Company
to decide the remuneration payable to the Non-Executive Directors of the Company within the
limits permissible under the Companies Act, 2013 and Rules there under for each meeting of
the Board of Directors or Committee Meetings attended by them irrespective of the number of
days for which such meeting may continue consecutively.

Payment of Sitting Fees

The Directors
the Companies
Remuneration
per Companies
being in force.

may receive Sitting Fees for attending Board meeting as per the provisions of
Act, 2013. The amount of Sitting Fees, as recommend by Nomination and
Committee and approved by Board of Directors, shall be subject to the limits as
Act, 2013 and rules made there under and any other enactment for the time

Remuneration of KMPand Senior Management Personnel

Remuneration

of Other employees

Apart from the Directors, KMPs and Senior Management Personnel, the remuneration
for rest
of the employees is determined
on the basis of the role and position of the individual
employee, including professional
experience, responsibility,
job complexity and market
conditions.
The various remuneration
components,
basic salary, allowances, perquisites
combined to ensure an appropriate and balanced remuneration package.

etc. may be

The annual increments to the remuneration

paid to the employees shall be determined based
on the appraisal carried out by the HODs of various departments.
Decision on Annual
Increments shall be made on the basis of this appraisal
7.

POLICY REVIEW
The Nomination and Remuneration Committee shall review the Policy, from time to time, as
and when any changes are to be incorporated
in the Policy due to change in
Act/Rules/Regulations
or as may be felt appropriate
by the Committee to ensure the
effectiveness of the Policy. The Committee will discuss any revisions that may be required,
and recommend any such revisions to the Board of Directors for their consideration and
approval.

8.

DISCLOSURE
The policy will be uploaded
information.

on Company's website (www.gopaliron.com)

for public

For, GOPAL IRON & STEELS CO. (GUJ.) L

, /

. ]

Gopal Iron and Steel

Company (Gujarat) Limited

POLICY ON PRESERVATION OF
DOCUMENTS
AFDMSMjI

PURSUANT TO REGULATION 9 OF
SECURITIES
EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS
DISCLOSURE REQUIREMENTS) REGULATIONS 2015

AND
AND

1. INTRODUCTION
Pursuant

to Regulation

Regulations,

9 of the SEBI (Listing Obligations

2015 ("Listing Regulations"),

preservation of documents.
such preservation

and

Disclosure

every listed Company

shall frame

This policy inter alia provides for preservation

shall be of permanent

nature as also documents

Requirements)
a policy on

of documents where

with preservation

not less than eight years after completion of the relevant transactions

period of

to which such document

relates. Therefore to comply with the said Regulation the Board of Directors (the "Board") of
Gopallron and Steel Company (Gujarat) Limited has adopted this Policy.

2. OBJECTIVE
The policy is framed for the purpose
of systematic
identification,
categorization,
maintenance, review, retention and destruction of documents received or created in the
course of business. The policy would contain guidelines on how to identify documents that
need to be maintained, how long certain documents should be retained, how and when
those documents should be disposed of, if no longer needed and how the documents should
be accessed and retrieved when they are needed.

3. STATUTORY MANDATE
The policy on preservation
of documents and archival is mandated by the provisions of
regulation 9 of Chapter III of LODR, 2015. Under this regulation, the Company has a
strategic objective of ensuring that significant documents are safeguarded and preserved to
ensure its longevity of priority documents including its electronic resources.

4. DEFINITIONS
a) "Act" means the Companies Act, 2013 including any amendment

or modification

thereof.

b) Board: Board means Board of Directors of the Company

c) Compliance Officer: "Compliance Officer" means the Company Secretary of the Company
who is responsible to perform duties as required under section 205 of the Companies Act
2013 and Regulation 6 of the SEB! (Listing Obligations and Disclosure Requirements)
Regulations 2015.
d)

e) Employees: "Employees" shall mean the employees

including but not limited to Whole Time Directors.
f)

and office-bearers

of the Company,

Key Managerial Personnel: "Key Managerial Personnel" shall mean the officers of the
Company as defined in Section 2(51) of the Companies Act, 2013 and rules prescribed there
under.

g) Regulations:
"Regulations"
shall
Requirements) Regulations 2015.

mean

SEBI

(Listing

Obligations

and

Disclosure

h) Any other term not defined herein shall have the same meaning as defined in the SEBI
(Listing Obligations and Disclosure Requirements) Regulations 2015, Companies Act, 2013,
Securities Contract Regulation Act or any other applicable law or regulations.

5. CLASSIFICATION OF DOCUMENTS
Board of directors have classified the documents into two categories as follows(a) Documents whose preservation shall be permanent in nature.
(b) Documents with preservation period of not less than eight years after completion
relevant transactions.

of the

6. RESPONSIBILITY
The departmental
head concerned will be responsible for the' maintenance,
and destruction of records pertaining to Respective Department.

preservation

7. POLICY REVIEW
The policy will be reviewed periodically by the Top Management of the company and
amendments will be effected to subject to approval of the Board if and when practical
difficulties are encountered. The Top management may also review this policy on document
retention considering compliance requirements
under any local, state, central legislation
that may be formulated from time to time.

8. MODE OF PRESERVATION
Records or documents

may be preserved

either physically or in electronic

form.

9. DESTRUCTION OF RECORDS
The records/Documents
shall be reviewed every year or according to need by the
respective department and action shall be taken by department to destroy those records
which are due for disposal.

10. PRESERVATION PERIOD

For determining the preservation
SR. NO

period the documents are categorized as follows:

Category and description

Corporate records (certificate of
incorporation, commencement of
business,
listing agreement,
minutes
book of board, general
meeting and committees thereof,
annual reports originals, statutory
registers to be maintained under
Companies Act and SEBI regulations
Etc)

Preservation

period

Permanent

Annual Audit Reports and Financial

Statements

8 years

3
4
5
6
7
8
9
10
11
12
13
14

General Ledger
Investment Records
Insurance Claim files
Insurance Plan
Insurance settlement
Tax Exemption
Income Tax returns
Service Tax records
Excise Tax records
License & approval
Court Orders
Employee pay roll records

8 years
8 years
8 years
8 years
8 years
8 years
8 years
8 years
8 years
8 years
8 years
8 years

15
16

Research and development

Corporate social responsibility

8 years
8 years

17
18
19
20
21
22
23

Bank statements
Interim financial statements
Investment journals
Audit and adjustments
Tax bills, receipts
Contract related correspondence
ROCfilling and Stock Exchange filling in
physical and Electronic Form

8 years
8 years
8 years
8 years
8 years
8 years
8 Years from date of filling

11.SUSPENSION OF RECORD DISPOSAL

In case the Company is served with any notice for request of documents or any employee
becomes aware of a governmental investigation or commencement of any litigation against
the Company, such employee shall inform the Top Management and any further disposal of
documents shall be suspended until such time as the Top Management with the due advice
from the legal counsel determine otherwise.

i2.DISCLOSURE OF THIS POLICY

The policy will be uploaded on Company's website (www.gopaliron.com)
information.

for public

For, GOPAllRON& STEEp~

DIRECTOR

Gopal Iron and Steel Company (Gujarat) Limited

RELATED PARTY
TRANSACTION POLICY
PURSUANT TO REGULATION 23(1) OF SECURITIES AND EXCHANGE
BOARD
OF
INDIA
(LISTING
OBLIGATIONS
AND
DISCLOSURE
REQUIREMENTS) REGULATIONS, 2015

1. INTRODUCTION
,

Related party transactions can present a potential or actual conflict of interest which may
be against the best interest of the company and its shareholders.
Considering the
requirements for approval of related party transactions as prescribed under the Companies
Act, 2013 ("Act") read with Regulation 23(1) of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015. Gopal Iron and Steel
Company (Gujarat) Limited has formulated revised guidelines with regard to materiality of
Related Party Transactions and also on dealing with them.
Gopal Iron and Steel Company (Gujarat) Ltd has revised its Policy on Related
Transactions
("Policy"). This Policy has been adopted by the Board of Directors
Company based on recommendations
of the Audit Committee. Going forward, the
Committee would review and amend the Policy, as and when required, subject
approval of the Board.
2.

Party
of the
Audit
to the

OBJECTIVE
The objective of the Policy is to ensure compliance by way of proper disclosure, reporting
and approval of transactions
as applicable between the Company and any of its related
party in the best interest of the Company and its stakeholders.

3. DEFINITIONS
"Act" means the Companies Act, 2013.
"Arm's length transaction"
means a transaction between two related
conducted as if they were unrelated, so that there is no conflict of interest.

parties

that is

"Ordinary
course of business"
means the usual transactions,
customs and practices
undertaken by the Company to conduct its business operations and activities and includes
all such activities which the company can undertake as per Memorandum & Articles of
Association. The Board and Audit Committee may lay down principles for determining
ordinary course of business in accordance with statutory requirements
and other industry
practices and guidelines.
"Company"

means Gopal Iron and Steel Company (Gujarat) Ltd.

"Relative"

with reference

to a Director or KMP means the person

2(77) of the Act and rules prescribed

"Related

Party"

there under.

means an individual,

Section 2(76) of the Act.

as defined in Section

entity, firm, body corporate

or person as defined in

"Related party transaction"

is a transfer of resources, services or obligations between a
company and a related party, regardless of whether a price is charged, including but not
limited to the following:
A.
Sale, purchase or supply of any goods or materials;
B.
Selling or otherwise disposing of, or buying, property of any kind;
C.
Leasing of property of any kind;
D.
Availing or rendering of any services;
E.
Appointment
of any agent for purchase or sale of goods, materials, services or
property;
F.
Appointment to any office or place of profit in the company A transaction shall be
construed to include a single transaction or a group of transactions in a contract.
"Material Related Party Transactions"
shall mean a with a related party shall be
considered material if the transaction(s)
to be entered into individually or taken together
with previous transactions
during a financial year, exceeds ten percent of the annual
consolidated turnover of the listed entity as per the last audited financial statements of the
listed entity.
"Key Managerial Personnel"
shall mean the officers/employees
in Section 2(51) of the Companies Act, 2013.
"Employees"

shall mean the employees

and office-bearers

of the Company as defined

of the Company, including but

not limited to Directors.

"Director"

means a person as defined in Section 2(34) of the Companies Act, 2013.

"Audit Committee"

means the Committee of the Board formed under section 177 of the Act

and Regulation 18 ofSEBI (LODR) Regulations, 2015.

Any other term not defined herein shall have the same meaning as defined in the
Companies Act, 2013, SEB! (LODR) Regulations, 2015 or any other applicable regulation.

4. RELATED PARTY TRANSACTION POLICY

All Related Party Transactions must be reported to the Audit Committee

approval by the Committee in accordance with this Policy.
ROLE OF AUDIT COMMITTEE

1.

2.

and referred

for

a. Specific approval, in case of each RPT, where the RPT is non-repetitive

in nature; and

b. Omnibus approval, in case of such RPTs which are repetitive in nature. However such
omnibus approval must be given by the Audit Committee subject to the requirements
under Regulation 23(3) of the Regulations and the criteria lay down by the Audit
Committee with respect to granting of the omnibus approval.
OMNIBUS APPROVAL BY AUDIT COMMITTEE

The Audit Committee may grant omnibus approval for Related Party Transactions
proposed to be entered into by the company subject to the following conditions:
'a. The Audit Committee shall lay down the criteria for granting the omnibus approval in
line with the policy on Related Party Transactions of the company and such approval
shall be applicable in respect of transactions which are repetitive in nature.
b. The Audit Committee shall satisfy itself the need for such omnibus approval and that
such approval is in the interest of the company;
c. Such omnibus approval shall specify (i) the name/s of the related party, nature of
transaction, period of transaction, maximum amount of transaction that can be entered
into, (ii) the indicative base price / current contracted price and the formula for
variation in the price if any and (iii) such other conditions as the Audit Committee may
deem fit; Provided that where the need for Related Party Transaction
cannot be
foreseen and aforesaid details are not available, Audit Committee may grant omnibus
approval for such transactions
subject to their value not exceeding Rs.l crore per
transaction.
d. Audit Committee shall review, at least on a quarterly basis, the details
entered into by the company pursuant to each of the omnibus approval given.
e. Such omnibus approvals shall be valid for a period not exceeding
require fresh approvals after the expiry of one year."
Role of the Board of Directors

of RPTs

one year and shall

of the Company

- The Board must monitor and manage any potential conflicts of interest of management,
board members and shareholders, including misuse of corporate assets and abuse in RPTs.
- The Board must comply with the provisions
the RPTs within the meaning of that Act.

of the Companies Act, 2013, with respect to

- The Board must coordinate with the Audit Committee

provisions relating to the RPT.

for effective compliance

of the

5. RELATED PARTY TRANSACTIONS NOT APPROVED UNDER THIS POLICY

In the event the Company becomes aware of a Related Party Transaction with a Related
Party that has not been approved under this Policy prior to its consummation, the matter
shall be reviewed by the Committee. The Committee shall consider all of the relevant facts
and circumstances regarding the Related Party Transaction, and shall evaluate all options
available to the Company, including ratification, revision or termination of the Related Party
Transaction. The Committee shall also examine the facts and circumstances
pertaining to
the failure of reporting such Related Party Transaction to the Committee under this Policy,
and shall take any such action it deems appropriate.
In any case, where the Committee determines not to ratify a Related Party Transaction that
has been commenced
without approval, the Committee, as appropriate
may direct
additional actions including, but not limited to, immediate discontinuation
or rescission of
the transaction.
In connection with any review of a Related Party Transaction,
the
Committee has authority to modify or waive any procedural requirements
of this Policy.
All material related party transactions shall require approval of the shareholders through
resolution and the related parties shall abstain from voting on such resolutions whether the
entity is a related party to the particular transaction or not.
A transaction
transactions
transactions
the annual
statements

with

a related

party

is considered

material

if the

transaction

to be entered into, either individually

or taken together with previous
with such related party during a financial year, exceeds ten percent of
consolidated
turnover
of the Company as per the last audited financial
of the company.

6. DISCLOSURE:
All Directors/KMP
interested

are required

in prescribed

to disclose the parties

in which they are deemed to be

form .

Further, each Director and KMP of the Company shall promptly notify the Secretarial
Department of any material transaction or Relationship that could reasonably be expected
to give rise to a conflict of interest.
Every related party transaction, if required under law lListing Agreement shall be referred
to in the Board's report along with the justification for entering into such contract or
arrangement. The Company shall also maintain Register in the prescribed form.
The company shall disclose the policy on dealing with Related Party Transactions
website (www.gopaliron.com)
and a web-link thereto shall be
Report.

on its

7. WHISTLE BLOWER FOR ANY RELATED PARTY TRANSACTION ENTERED BY

COMPANY IN NON-COMPLIANCE

OF SUCH POLICY:

Any officer or employee, can approach access / approach

Secretary to report a fraudulent related party transaction.

8. GUIDANCE

PRINCIPLES

FOR

APPROVAL

TRANSACTION BY THE BOARD/COMMITTEE

the vigil mechanism

OF

or Company

RELATED

PARTY

THEREOF:

To review a Related Party Transaction, the Board/Committee

will be provided with all
relevant material information of the Related Party Transaction, including the terms of the
transaction, the business purpose of the transaction, the benefits to the Company and any
other relevant matters. In determining whether to approve or a Related Party Transaction,
the Board/Committee
will consider the following factors, among others, to the extent
relevant to the Related Party.
Transaction:
../ Whether

the terms of the Related Party Transaction

apply on the same basis if the transaction

../ Whether there are any compelling business reasons

Related Party Transaction and the nature of alternative
../ Whether

the Related Party Transaction

Independent

are fair to the Company and would

did not involve a Related Party;

for the Company to enter
transactions, if any;

would impair the independence

into the

of an otherwise

Director or Nominee of a Director;

../ Whether the Related Party Transaction

would present

an improper

any Director, Nominee for Director or KMP of the Company,

the transaction, the overall interest of the Director, Nominee
or other Related Party, the direct or indirect nature of the
Officer's or other Related Party's interest in the transaction

conflict of interest

for

taking into account the size of

for Director, Executive Officer
Director's Nominee, Executive
and the ongoing nature of any

proposed relationship and any other factors the Board/Committee

deems relevant. In any
case where either the Board/Committee
determines
not to ratify a Related Party
Transaction
that has been commenced
without approval, the Board/Committee,
as
appropriate,
may direct additional actions including, but not limited to, immediate
discontinuation
or rescission of the transaction, or modification of the transaction to make
it acceptable for ratification. In connection with any review of a Related Party Transaction,
the Board/Committee
has authority to modify or waive any procedural requirements of this
Policy.

For, GOPAL IRON

s STEELS

CO, (GUJ,

,...

y.
DIRECTOR

Gopal Iron and Steel Company (Gujarat)

Limited
Risk Management Policy
Pursuant to Regulation 17(9) (b) of SEBI(Listing Obligations and Disclosure
Requirements), Regulations 2015

1.

INTRODUCTION

In terms of Regulation 17 (9) (b) of SEBI (Listing Obligations and Disclosure Requirements),
Regulations 2015 and Section 134 (3) (n) as well as Section 177 (4) of the Companies Act, 2015 the
company is required to develop and implement a Risk Management Policy. This document lays
down the framework of risk management at 'Gopal Iron and Steel Company (Gujarat) Limited' (the
'Company') and defines the policy for the same.
2. OBJECTIVE
The main objective of this Policy is to ensure Sustainable business growth and to develop an
approach in evaluating, resolving and reporting of risk associated with the company. This Policy is a
guide to make decisions related to risk management and risk related issues.
3.

DEFINITIONS

"Audit committee" means the Committee constituted under Section 177 of the Companies Act, 2013
and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.
"Board of Directors" or "Board" in relation to a company means collective Body of Directors of the
company under section 2(10) of the companies Act, 2013.
"Policy" means Risk Management

Policy.

4.

GOVERNANCE FRAMEWORK

a.

Under Companies Act, 2013

Provisions

ofthe Section 134(3)

There shall be attached to financial statements

by its Board of Directors, which shall include -

laid before a company in general meeting, a report

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?
Provisions

of the Section 177(4)

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 internal financial controls and risk management systems.

b.

Under SEBIListing Regulations, 2015

Regulation

4 (2) (ii) Key Functions

of the Board

The Board should fulfill certain key functions, including:

Reviewing and guiding corporate strategy, major plans of action, risk policy, annual budgets
and business plans, setting performance objectives, monitoring implementation
and
corporate performance, and overseeing major capital expenditures, acquisitions and
divestments.
Ensuring the integrity of the listed entity's accounting and financial reporting systems,
including the independent audit, and that appropriate systems of control are in place, in
particular, systems for risk management, financial and operational control, and compliance
with the law and relevant standards.
Regulation 17 (7) - Minimum
Schedule II)

Information

to be placed before

Board of Directors

(Part A of

Quarterly details of foreign exchange exposures and the steps taken by management
risks of adverse exchange rate movement, if material.
Regulation

18 Role of Audit Committee

(Part C of Schedule

to limit the

II)

The role of the Audit Committee shall include the following:

- Evaluation of internal financial controls and risk management
Regulation

systems;

17- Board of Directors

The company shall lay down procedures to inform Board members

assessment and minimization procedures.
The Board shall be responsible for framing, implementing
management plan for the company.

5. CONSTITUTION OF RISK MANAGEMENT

about the risk

and monitoring

the risk

COMMITTEE

Risk Management Committee shall be constituted by the Board, as and when required under the
applicable Statutes, consisting of such number of directors (executive or non-executive)
as the
Board thinks fit.
The Board shall define the roles & responsibilities
of the Risk Management Committee & may
delegate monitoring & reviewing of the risk management plan to the Committee & such other
functions as it may deem fit

6. RISK PROFILE
Risk management Process would include
a.
b.
c.
d.
e.

Risk Identification
Assessment of identified risk
Risk mitigation
Monitoring of the risk mitigation plan
Risk reporting and disclosures

Risk Identification
In order to indentify and access business risk, the company Defines Material risk on which it
presently focuses.
Material risk on which Company presently focuses can be broadly divided into following:
1. Internal Risk
2. External Risk

RISK ASSESSMENT
To meet the objectives of the Company, the Management shall consider expected and
unexpected events, pursuant to which it is imperative to make effective strategies for exploiting
opportunities. Accordingly, the Company shall identify key risks and develop plans for
managing the same.

RISK MITIGATION
To mitigate the risk following are the strategy which the company may follow:
a. Risk Acceptance
b. Risk Limitations
c. Risk Transference
d. RiskAvoidance

RISK MONITORING
Generally every staff member of the Organization is responsible for the effective management
of risk including the identification of potential risks. The Head of Departments and other
Senior Management Persons in the Company at organizational levels under the guidance of
the Board /Audit Committee are responsible for the development of risk mitigation plans and
the implementation of risk reduction strategies.

RISK REPORTING
The Board of Directors and the Audit Committee in their meeting shall at least once in every
year review the risk management framework and effectively address the emerging challenges
in a dynamic business environment and ensure that it meets the requirements of the applicable
Laws and the needs of the Organization.
The Audit Committee and Board of Directors shall have the power to modify, amend or replace
this Policy in part or full as may be thought fit from time to time in their absolute discretion as
far as it is not in contravention of SEB! (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

7.

DISCLOSURE OF THIS POLICY

The policy will be uploaded
information.

on Company's website (www.gopaliron.com)

for public

for, GOPAllRON & STEELS CO.IGUJ~

~!'

Gopallron and Steel Company

(Gujarat) Limited

[WHISTLE BLOWER POLICY]

PURSUANT TO REGULATION 22 or SEBI (LISTING OBLIGATIONS AND mSCLOSURE
RFQIJJR[ME .
TS), REGULATIONS 2015 ,,"ND ~ECTION 177 OF COMPA'\IIES AfT, 2013

1.

INTRODUCTION
Section 177(9) of the Companies Act, 2013 prbvides that:

'Every listed company or such class or classes of companies, as may be prescribed, shall
establish a vigil mechanism for directors and employees to report genuine concerns in such
manner as may be prescribed'

SEBI (Listing obligations and disclosure requirements),

2015 provides that:

Regulation 22 of

'The listed entity shallformulate

genuine concerns.'

Regulations

a vigil mechanism for directors and employees to report

Therefore, to ensure compliance with the aforesaid Act, and regulation, the Company
has revised its policy on Whistle Blower. This policy has been adopted by the Board of
Director and Audit Committee.
2. POLICY OBJECTIVES
The Vigil (Whistle Blower) Mechanism aims to provide a channel to the directors and
employees to report genuine concerns or grievances about unethical behavior, actual or
suspected fraud or violation of the Code of Conduct or policy. The Company is committed to
adhere to the highest standard s of ethical, moral and legal conduct of business operations
and in order to maintain these standards,

the Company encourages

its employees

genuine concerns or grievances about suspected misconduct to come forward

these concerns or grievances without fear of punishment or unfair treatment.

who have

and express

The mechanism provides for adequate safeguards against victimization of Directors and
employees to avail of the mechanism and also provide for direct access to the Chairman of
the Audit Committee in exceptional cases.
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 about a
personal situation
3.

DEFINITIONS
"Protected Disclosure" means a written communication of a concern made in good faith,
which discloses or demonstrates
information that may evidence an unethical or improper
activity under the title "SCOPE OF THE POLICY" with respect to the Company. It should be
factual and not speculative and should contain as much specific information as possible to
allow for proper assessment of the nature and extent of the concern.
"Subject" means a person or group of persons against or in relation to who~f\cilrrcl~
Disclosure is made or evidence gathered during the course of an investigatio
'+:J.c,
~

"Vigilance Officer/Vigilance Committee or Committee" is a person or Committee of

persons, nominated/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.
"Whistle Blower" is a Director or employee who makes a Protected
Policy and also referred

Disclosure

under this

in this policy as complainant.

"Alleged wrongful conduct shall mean violation of law, Infringement

misappropriation
of money, actual suspected
public health and safety or abuse authority."

fraud, substantial

of Companies Rules
and specific danger to

"Board means the Board of directors of the company."

"Code means Code of Conduct for Directors and Executives adopted by the Gopal Iron and
Steel Company (Gujarat) Ltd."

"Disciplinary Actions means action or measures

taken against the Subject by the Vigilant

Officer or Audit Committee which shall be per the prevailing Service Rules of the Company
and Civil/ Criminal Law as, be applicable."

4.

ELIGIBILITY;
All Directors and Employees of the Company are eligible to make Protected
under the Policy in relation to matters concerning the Company.

Disclosures

5. SCOPE
The Policy is an extension of the Code of Conduct for Directors & Senior Management
Personnel and covers disclosure of any unethical and improper or malpractices and events
which have taken place/ suspected to take place involving:
1. Breach of the Company's Code of Conduct
2. Breach of Business Integrity and Ethics
3. Breach of terms and conditions
4. Intentional

of employment

Financial irregularities,

and rules thereof

including fraud, or suspected

fraud

5. Deliberate violation of laws/regulations

6. Gross or Willful Negligence causing substantial
environment
7. Manipulation
8. Perforation

and specific danger to health, safety and

of company data/records
of confidential/propriety

9. Gross Wastage/misappropriation

information
of Company funds/assets.

6. ROLE OF COMPLAINTANT
1. The complainant's role is that a reporting party with reliable information.
2. The complainant is not required or expected to conduct any investigations on his own.
3. The complainant may also be associated with the investigations, if the case so warrants.
However, he/she shall not have a right to participate.
4. Protected Disclosure will be appropriately dealt with by the Competent Authority.
5. The complainant shall have a right to be informed of the disposition of his disclosure
except for overriding legal or other reasons.

7. PROTECTION OF COMPLAINANT

(i)
(ii)
(iii)
(iv)
(v)

The identity of the complainant shall not be revealed.

The Complainant shall not be subject to victimization due to the fact that he had
filed a Complaint under this mechanism.
If the Complainant is required to submit evidence in legal or any other proceeding
under this Mechanism, arrangements towards his travel, etc will be made.
Protection under this mechanism does not mean protection against disciplinary
action arising out of any false, motivated or vexatious Complaint.
Any other employee assisting in the investigation or furnishing evidence with
regard to a Complaint shall also be protected.

8. PROCEDURE FOR FILING A COMPLAINT

All Protected Disclosures should be reported in writing by the complainant as soon as
possible, not later than 30 days after the Whistle Blower becomes aware of the same and
should either be typed or written in a legible handwriting
in English. The Protected
Disclosure should be submitted under a covering letter signed by the complainant in a
closed and secured envelope and should be super scribed as "Protected
disclosure under
the Whistle Blower policy" or 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, the protected
disclosure will be dealt with as if a normal disclosure. Protected Disclosures should be
addressed to the Vigilance Officer of the Company or to the Chairman of the Audit
Committee in exceptional cases.
The contact details of the Vigilance Officer are as under:Name and Address - MR. BHAVESHBHAI PATEL
MANAGING DRECTOR AND CFO
GOPAL IRON AND STEEL COMPANY (GUJARAT) LIMITED
C-301, REGENCY TOWER, BH. MANAGEMENT ENCLAVE
VASTRAPUR AHMEDABAD- 380015
E-mail gisco_guj@yahoo.in

In order to protect the identity of the complainant, the Vigilance Officer will not issue any
acknowledgement
to the complainants and they are not advised neither to write their name
/ address on the envelope nor enter into 'any further correspondence
with the Vigilance
Officer.
Anonymous / Pseudonymous

disclosure

shall not be entertained

by the Vigilance Officer.

On receipt of the protected disclosure the Vigilance Officer shall detach the covering letter
bearing the identity of the Whistle Blower and process only the Protected Disclosure.

9. INVESTIGATION
All Protected Disclosures under this policy will be recorded and thoroughly investigated.
The Vigilance Officer will carry out an investigation either himself/herself
or by involving
any other Officer of the Company/Committee
constituted for the same Ian outside agency
before referring the matter to the Audit Committee of the Company.
The Audit Committee, if deems fit, may call for further information or particulars from the
complainant and at its discretion, consider involving any other/additional
Officer of the
Company and/or Committee and/ or an outside agency for the purpose of investigation. The
investigation by itself would not tantamount to an accusation and is to be treated as a
neutral fact finding process.
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. Any member
of the Audit Committee or other officer having any conflict of interest with the matter shall
disclose his/her concern /interest forthwith and shall not deal with the matter.

10. ROLE OF INVESTIGATOR~

1.

Investigators(s)
are required to conduct a process towards fact finding and analysis.
Investigator(s)
shall derive their authority from Competent Authority when acting
within the course and scope of their investigation. The Investigator(s)
shall submit
his/their report to the Competent Authority.
2. All Investigators
shall perform their role in an independent
and unbiased manner;
Investigators have a duty of fairness, objectivity, thoroughness,
ethical behaviors and
observance of professional standards.
3. All Investigators are authorized to take reasonable steps including reprimand against
the Whistle blower in case of repeated frivolous complaints

11. DECISION AND REPORTING:

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.
A quarterly report with number of complaints received under the Policy and their outcome
shall be placed before the Audit Committee and the Board.
A complainant who makes false allegations of unethical & improper practices or about
alleged wrongful conduct of the Subject to the Vigilance Officer or the Audit Committee shall
be subject to appropriate disciplinary action in accordance with the rules, procedures and
policies of the Company.

12. DISQUALIFICATIONS:
While it will be ensured that genuine Whistle Blowers are accorded complete protection
from any kind of unfair treatment as herein set out, any abuse of this protection will
warrant disciplinary action.
Protection under this Policy would not mean protection from disciplinary action arising out
of false or bogus allegations made by a Whistle Blower knowing it to be false or bogus or
with a mala fide intention. Whistle Blowers, who make any Protected Disclosures, which
have been subsequently found to be mala fide, frivolous, or malicious, shall be liable to be
prosecuted.

13.ACCESS TO CHAIRMAN OF THE AUDIT COMMITTEE:

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.

14. DISCLOSURE OF THE POLICY:

Directors and Employees shall be informed of the Policy by publishing
and the website (www.gopaliron.com) for public information.

on the notice board

For, GOPAllRON & STEELS CO, (GU~

~;;---