1. Preface

a.  The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour. Towards this end, the Company is desirous of adopting a Whistleblower Policy & Vigil Mechanism (“the Policy”), which lays down the principles and standards that should govern the actions of the Company, its stakeholders and its employees. Any actual or potential violation of the Policy, howsoever insignificant or perceived as such, would be a matter of serious concern for the Company. The role of the Directors, Employees and stakeholders in pointing out such violations of the Policy cannot be undermined.

b.  Section 177(9)  of  the  Companies Act,  2013  (“the  Act”) mandates the following classes of companies to constitute a vigil mechanism:

• Every listed company;
• Every other company which accepts deposits from the public;
• Every company which has borrowed money from banks and public financial institutions in excess of ₹ 50 crore.

Accordingly, this Whistleblower Policy and Vigil Mechanism has been formulated with a view to provide a mechanism for directors, employees as well as other stakeholders of the Company to approach the Chairman of the Audit Committee of the Company.

c.  The Audit Committee shall review the functioning of the Whistleblower mechanism, at least once in a financial year.

d.  The Whistleblower Policy & Vigil Mechanism will be displayed on the website of the Company.

2. Definitions

The definitions of some of the key terms used in this Policy are given below.

a. “Audit Committee” means the Audit Committee of Directors constituted by the Board of Directors of the Company, in accordance with the Act.

b.  “Employee” means every employee of the Company, including contractual employees and the directors in the employment of the Company.

c.  “Director” means every Director of the Company, past or present.

d.  “Investigators” mean those persons authorised, appointed, consulted or approached by the Chairman of the Audit Committee and includes the auditors of the Company and the police.

e.  “Protected Disclosure” means any communication made in good faith that discloses or demonstrates information that may evidence unethical or improper activity.

f.  “Stakeholders” means and includes consultants, contractors, vendors, suppliers, lenders, customers, business associates, trainee and others with whom the Company has any financial or commercial dealings.

g.  “Subject” means a person against or in relation to whom a Protected Disclosure has been made or evidence gathered during the course of an investigation.

h.  “Whistleblower” means an Employee or director or any stakeholder making a Protected Disclosure under this Policy.

3. Scope

a.  The Whistleblower’s role is that of a reporting party with reliable information. They are not  required or expected to act as investigators or finders of facts, nor would they determine the appropriate corrective or remedial action that may be warranted in a given case.

b.  The employees of the Company can also report instances of leak of sensitive information under the mechanism provided in the Policy.

c.  Whistleblowers should not act on their own in conducting any investigative activities, nor do they have a right to participate in any investigative activities other than as requested by the Chairman of the Audit Committee or the Investigators.

d.  Protected Disclosure will be appropriately dealt with by the the Chairman of the Audit Committee.

4. Eligibility

All Employees, Directors and stakeholders of the Company are eligible to make Protected Disclosures under the Policy.

5. Disqualifications

a.  While it will be ensured that genuine Whistleblowers are accorded complete protection from any kind of unfair treatment as herein set out, any abuse of this protection will warrant strict disciplinary action.

b.  Protection under this Policy would not mean protection from disciplinary action arising out of false or bogus allegations made by a Whistleblower knowing it to be false or bogus or with a mala fide intention.

c.  The Company/Audit Committee would reserve its right to take/recommend appropriate disciplinary action against Whistleblowers who make Protected Disclosures, which have been subsequently found to be mala fide, frivolous, baseless, malicious, or reported otherwise than in good faith.

6. Procedure

a. All Protected Disclosures regarding any matters pertaining to the Company should be addressed to the Chairman of the Audit Committee of the Company for investigation.

b.  The contact details of the Chairman of the Audit Committee are as under:

Mr. Anand Bordia

Chairman (Audit Committee of Directors)

Email : anand.bordia@gmail.com

c.  If a Protected Disclosure is received by any executive of the Company other than the Chairman of Audit Committee, the same should be forwarded to the Chairman of the Audit Committee for further appropriate action. Appropriate care must be taken to keep the identity of the Whistleblower confidential.

d.  Protected Disclosures should preferably be reported in writing so as to ensure a clear understanding of the issues raised and should either be typed or written in a legible handwriting in English, Hindi or in the regional language of the place of employment of the Whistleblower.

e.  The Protected Disclosure should be forwarded under a covering letter which shall bear the identity of the Whistleblower. The Chairman of the Audit Committee shall detach the covering letter and forward only the Protected Disclosure to the Investigators for investigation.

f.  Protected Disclosures should be factual and not speculative or in the nature of a conclusion, and should contain as much specific information as possible to allow for proper assessment of the nature and extent of the concern and the urgency of a preliminary investigative procedure.

g.  The Whistleblower must disclose his/her identity in the covering letter forwarding such Protected Disclosure. Anonymous disclosures are not favoured as it would not be possible to interview the Whistleblowers. However, when an anonymous Whistleblower provides specific and credible information that supports the complaint, such as alleged perpetrators, location and type of incident, names of other personnel aware of the issue, specific evidence, amounts involved etc. while choosing to maintain anonymity, then there are often sufficient grounds for the Company to consider an investigation into the complaint.

7. Investigation

a.  All Protected Disclosures reported under this Policy will be thoroughly investigated by the Chairman of the Audit Committee of the Company, who will investigate / oversee the investigations under the authorization of the Audit Committee. If any member of the Audit Committee has  a  conflict  of  interest  in  any  given  case,  then  he/she  should  recuse himself/herself and the other members of the Audit Committee should deal with the matter on hand. The Chairman of the Audit Committee may at their discretion, consider involving any Investigators for the purpose of investigation.

b.  The decision to conduct an investigation taken by the Chairman of the Audit Committee is by itself not an accusation and is to be treated as a neutral fact-finding process. The outcome of the investigation may not support the conclusion of the Whistleblower that an improper or unethical act was committed.

c.  The identity of a Subject will be kept confidential to the extent possible given the legitimate needs of law and the investigation.

d.  Subjects will normally be informed of the allegations at the outset of a formal investigation and have opportunities for providing their inputs during the investigation.

e.  Subjects shall have a duty to co-operate with the Chairman of the Audit Committee or any of the Investigators during investigation to the extent that such co-operation will not compromise self-incrimination protections available under the applicable laws.

f.  Subjects have a right to consult with a person or persons of their choice, other than the Investigators and/or members of the Audit Committee and/or the Whistleblower. Subjects shall be free at any time to engage counsel at their own cost to represent them in the investigation proceedings.

g.  Subjects have a responsibility not to interfere with the investigation. Evidence shall not be withheld, destroyed or tampered with, and witnesses shall not be influenced, coached, threatened or intimidated by the Subjects.

h.  Unless there are compelling reasons not to do so, Subjects will be given the opportunity to respond to material findings contained in an investigation report. No allegation of wrongdoing against a Subject shall be considered as maintainable unless there is good evidence in support of the allegation.

i.  Subjects have a right to be informed of the outcome of the investigation. If allegations are not sustained, the Subject should be consulted as to whether public disclosure of the investigation results would be in the best interest of the Subject and the Company.

j.  The investigation shall be completed normally within 45 days of the receipt of the Protected Disclosure.     

8. Protection

a.  No unfair treatment will be meted out to a Whistleblower by virtue of his/her having reported a Protected Disclosure under this Policy. The Company, as a policy, condemns any kind of discrimination, harassment, victimization or any other unfair employment practice being adopted against Whistleblowers. Complete protection will, therefore, be given to Whistleblowers against any unfair practice like retaliation, threat or intimidation of termination/suspension of service, disciplinary action, transfer, demotion, refusal of promotion, or the like including any direct or indirect use of authority to obstruct the Whistleblower’s right to continue to perform his/her duties/functions including making further Protected Disclosure. Reasonable out-of-pocket expenses as per the company policy will be reimbursed on submission of actual receipts. The Company will take steps to minimize difficulties, which the Whistleblower may experience as a result of making the Protected Disclosure. Thus, if the Whistleblower is required to give evidence in criminal or disciplinary proceedings, the Company will arrange for the Whistleblower to receive advice about the procedure, etc.

b.  A Whistleblower may report any violation of the above clause to the Chairman of the Audit Committee, who shall investigate into the same and recommend suitable action to the management.

c.  The identity of the Whistleblower shall be kept confidential to the extent possible and permitted under law. Whistleblowers are cautioned that their identity may become known for reasons outside the control of the Chairman of the Audit Committee (e.g. during investigations carried out by Investigators).

d.  Any other Employee, Stakeholder or Director assisting in the said investigation shall also be protected to the same extent as the Whistleblower.

 

9. Investigators

a.  Investigators are required to conduct a process towards fact-finding and analysis. Investigators shall derive their authority and access rights from the Audit Committee when acting within the course and scope of their investigation.

b.  Technical and other resources may be drawn upon as necessary to augment the investigation. All Investigators shall be independent and unbiased both in fact and as perceived. Investigators have a duty of fairness, objectivity, thoroughness, ethical behaviour, and observance of legal and professional standards.

 

c.  Investigations will be launched only after a preliminary review which establishes that:

      i.  the alleged act constitutes an improper or unethical activity or conduct, and

      ii.  either the allegation is supported by information specific enough to be investigated, or matters that do not meet this standard may be worthy of management review, but investigation itself should not be undertaken as an investigation of an improper or unethical activity.

10. Decision

If an investigation leads the Chairman of the Audit Committee to conclude that an improper or unethical act has been committed, the management shall recommend appropriate disciplinary or corrective action to the Chairman of the Audit Committee for his consideration and approval. It is clarified that any disciplinary or corrective action initiated against the Subject as a result of the findings of an investigation pursuant to this Policy shall adhere to the applicable personnel or staff conduct and disciplinary procedures.

11. 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. However, no such amendment or modification will be binding on the directors, employees and stakeholders unless the same is notified to  the Directors and Employees in writing and displayed on the website in case of stakeholders.