Whistle Blower Policy

1.   Preamble

  • The Company Policy believes in leading the Company affaires in a fair and transparent manner, that will ensure high quality of trust, honesty and belief and it will help to create an ethical business environment.
  • The  Company  is  committed  to  developing  a  culture  where  it  is  safe  for  all employees to raise concerns about any poor or unacceptable practice and any event of misconduct.
  • Section 177 read with Rule 7 of The Companies (Meetings of Board and its Powers), 2014 and revised Clause 49 of the Listing Agreement, inter-alia, provides, a mandatory requirement, for all listed companies to establish a mechanism called “Vigil Mechanism(Whistle Blower Policy)” for directors and employees to report concerns about   unethical behaviour, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy.
  • The policy is a code of ethics in which governing Standards and Principles are laid down.

2.   Policy

  • This Policy is for the Directors and the Employees as defined hereinafter.
  • The Policy is to provide a path to the Directors and Employees can be confident about raising a concern about unethical business practice. The areas of concern and unethical business practice are covered by this Policy are summarized in paragraph 5.

3.   Definitions

  • “Director” means a Director on the board of the Company whether whole-time or otherwise.
  • “Disciplinary Action” means any action that can be taken on the completion of / during the investigation proceedings  including  but not limiting to a warning, imposition of fine, suspension from official duties or any such action as is deemed to be fit considering the gravity of the matter.
  • “Employee” means every employee of the Company (whether working in India or abroad) including Japanese expatriates stationed in India.
  • “Protected Disclosure” means a concern raised by a written communication made in good faith that discloses or demonstrates information that may evidence unethical or improper activity.
  • “Subject” means a person against or in relation to whom a Protected Disclosure is made or evidence gathered during the course of an investigation.
  • “Whistle  Blower”  is  someone  who  makes  a  Protected  Disclosure  under  thisPolicy.
  • “Whistle Officer” or “Committee” means an officer or Committee of persons who is nominated/appointed to conduct detailed investigation.
  • “Ombudsperson” will be the chairman of the Audit Committee  for the purpose of receiving all complaints under this Policy and ensuring appropriate action.

4.   The Guiding Principles

  • To ensure that under this Policy , the Company will assure that the concern will be acted upon seriously:
  • Ensure that the Whistle Blower and/or the person processing the Protected Disclosure is not  victimized for doing so;
  • Treat victimization as a serious matter including initiating disciplinary action on such person/(s);
  •  Ensure complete confidentiality.
  • Not attempt to conceal evidence of the Protected Disclosure;
  • Take disciplinary action, if any one destroys or conceals evidence of the Protected Disclosure made/to be made;
  • Provide an opportunity of being heard to the persons involved especially to the Subject;

5.   Coverage of Policy

  • The Policy covers malpractices and events which have taken place/  suspected to take place involving:

1. Abuse of authority

2. Breach of contract

3. Negligence causing substantial and specific danger to public health and safety

4. Manipulation of company data/records

5. Financial irregularities, including fraud, or suspected fraud

6. Criminal offence

7. Pilferation of confidential/propriety information

8. Deliberate violation of law/regulation

9. Wastage/misappropriation of company funds/assets

10. Breach of employee Code of Conduct/Ethics Policy or Rules

11. Any other unethical, biased, favoured, imprudent event

  • Policy should not be used in place of the Company grievance procedures or be a route for raising malicious or unfounded allegations against colleagues.

6.   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 under Company’s Code of Conduct.

7.   Manner in which concern can be raised

  • Employees can make Protected Disclosure to Ombudsperson, as soon as possible but not later than 30 consecutive days after becoming aware of the same.
  • Whistle Blower must put his/her name to allegations. Concerns expressed anonymously WILL NOT BE investigated.
  • If initial enquiries by the Ombudsperson indicate that the concern has no basis, or it is not a matter to be investigation pursued under this Policy, it may be dismissed at this stage and the decision is documented.
  • Where initial enquiries indicate that further investigation is necessary, this will be carried through either by the Ombudsperson alone, or by a Whistle Officer/Committee nominated by the Ombudsperson for this purpose. The investigation  would  be  conducted  in  a  fair  manner,  as  a  neutral  fact-finding process and without presumption of guilt. A written report of the findings would be made.
  • Name   of   the   Whistle   Blower   shall   not   be   disclosed   to   the   Whistle

Officer/Committee unless required for the purpose of investigation.

  • The Ombudsperson/Committee shall:

i)          Make a detailed written record of the Protected Disclosure.   The record will include:

a)  Facts of the matter

b)  Whether the same Protected Disclosure was raised previously by anyone, and if so, the outcome thereof;

c)  Whether any  Protected  Disclosure  was  raised  previously against the same Subject;

d)  Whether any loss which has been incurred / would have been incurred by the Company.

e)  Findings of Ombudsperson/Whistle Officer/Committee;

f)   The     recommendations     of     the     Ombudsperson/Whistle

Officer/Committee on disciplinary/other action/(s).

ii)         The Whistle Officer/Committee shall finalise and submit the report to        the     Ombudsperson      within      15      days      of     being nominated/appointed, unless more time is required under exceptional circumstances.

  • On submission of report, the Whistle Officer /Committee shall discuss the matter with Ombudsperson who shall either:

i)          In case the Protected Disclosure is proved, accept the findings of the Whistle Officer /Committee and take such Disciplinary Action as he may think fit and take preventive measures to avoid re- occurrence of the matter;

ii)         In  case  the  Protected  Disclosure  is  not  proved,  extinguish  the matter;

Or

ii)         Depending upon the seriousness of the matter, Ombudsperson may refer the matter to the Committee of Directors (Whole-time Directors) with proposed disciplinary action/counter measures. The Committee of Directors, if thinks fit, may further refer the matter to the Audit Committee for necessary action with its proposal. In case the Audit Committee thinks that the matter is too serious, it can further place the matter before the Board with its recommendations. The Board may decide the matter as it deems fit.

  • In exceptional cases, where the Whistle Blower is not satisfied with the outcome of  the  investigation  and  the  decision,  s/he  can  make  a  direct  appeal  to  the Chairman of the Audit Committee.

8.   Protection

  • No unfair treatment will be meted out to a Whistle Blower 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  Whistle  Blower. Complete  protection  will,  therefore,  be  given  to  Whistle  Blower  against  any unfair practice like retaliation, threat or intimidation of termination/suspension of service, disciplinary action, transfer, demotion, refusal of promotion, discrimination, any type of harassment, biased behavior or the like including any direct  or  indirect  use  of  authority  to  obstruct  the  Whistle  Blower’s  right  to continue to perform his duties/functions including making further Protected Disclosure.  The Company will  take steps  to  minimize difficulties,  which  the Whistle Blower may experience as a result of making the Protected Disclosure. Thus,  if  the  Whistle  Blower  is  required  to  give  evidence  in  criminal  or disciplinary proceedings, the Company will arrange for the Whistle Blower to receive advice about the procedure, etc.
    •  The identity of the Whistle Blower shall be kept confidential.
    • 8.3     Any  other  Employee  assisting  in  the  said  investigation  or  furnishing evidence shall also be protected to the same extent as the Whistle Blower.

9.   Secrecy/Confidentiality

The Whistle Blower, the Subject, the Whistle Officer and every one involved in the process shall:

a.   maintain complete confidentiality/ secrecy of the matter

b.   not discuss the matter in any informal/social gatherings/ meetings

c.   discuss  only  to  the  extent  or  with  the  persons  required  for  the  purpose  of completing the process and investigations

d.   not keep the papers unattended  anywhere at any time e.   keep the electronic mails/files under password

If any one is found not complying with the above, he/ she shall be held liable for such disciplinary action as is considered fit.

10.  Reporting

A quarterly report with number of complaints received under the Policy and their outcome shall be placed before the Audit Committee and the Board.