The Whistle Blower’s role is that of reporting the incidents with reliable information only. They should not act, on their own, as investigator(s) and conduct any investigation. They do not have a right to participate in any investigations other than as requested by the designated chairperson of the Audit Committee.

• 1. deliberate or unintentional non – compliance of the applicable laws;
• 2. misconduct, improper and unlawful practices;
• 3. cases of frauds;
• 4. financial and accounting irregularities;
• 5. misappropriation of Company’s funds;
• 6. theft of Company’s property(ies);
• 7. conflict of interest;
• 8. corruption, bribery and money laundering;
• 9. discrimination if any form;
• 10. violation of company policies.

All matters not covered under this Vigil Mechanism Policy can be reported directly to Whistle Blower’s one over manager or Human Resources contact. The reports/complaints concerning personal grievances, such as professional development issues or employee compensation, shall not be covered for the purposes of this Vigil Mechanism Policy.

• protection of Whistle Blower and its witness, if any, against any unfair treatment/practice, harassment and victimization;
• complete confidentiality of the Whistle Blower’s identity. The identity of the Whistle Blower will not be revealed without the Whistle Blower’s consent or unless the Whistle Blower himself/herself has made the details of the complaint either public or disclosed his/her identity to any other office or authority;
• protection of any other employee assisting in the investigation or furnishing evidence, to the same extent as the Whistle Blower;
• protected disclosure is acted upon within specified timeframes and no evidence is concealed or destroyed;
• investigation is conducted honestly, neutrally and in an unbiased manner;
• the subject against whom the disclosure / reporting is made (“Subjects”) or other involved persons in relation with the protected disclosure be given an opportunity to be heard; and
• disciplinary actions are taken against anyone who conceals or destroys evidences related to protected disclosures made under this mechanism.

The protection to Whistle Blower under this Vigil Mechanism Policy shall be provided only if:
i. The disclosure/ complaint has been made in good faith;
ii. The Whistle Blower is not acting for personal gain; and
iii. The Whistle Blower reasonably believes that information or any allegation contained
in the complaint / disclosure, is substantially true.

A Whistle Blower may report any violation of the above clause to the chairperson of the Audit Committee. The chairperson shall decide who shall investigate into the same and recommend suitable action to the board of Directors.

• While the Company ensures that genuine Whistle Blowers will be accorded complete protection from any kind of unfair treatment, if any abuse of this protection by any employee / Director is done by filing any false and bogus allegations/complaint with malafide intentions shall warrant disciplinary action.
• The Audit Committee shall take suitable action against the complainant for any such frivolous complaint.
• Any complainant, who makes any disclosure/reporting, which is subsequently found to be mala fide, frivolous, baseless or malicious shall be disqualified from further reporting under this Vigil Mechanism Policy.

The Ethics Helpline will prepare the incident report based on the information provided by the Whistle Blower and will share the incident report with board of Directors in next 2 (two) business days. The incident report must contain, to the extent possible, the following along with the accompanying evidence, to enable proper investigation of the reported incident

a) the date of occurrence and nature of the reportable matter;
b) the names of the employees to whom the reportable matter relates;
c) the relevant factual background concerning the reportable matter; and
d) the basis of such disclosure/reporting.

The investigation shall be completed normally within 15 days from the receipt of the disclosure/ reporting.

In case the Audit Committee is the Subject of the complaint or has perceived conflict of interest, the incident report would be sent to the remaining members of the board of Directors.

The Audit Committee, or member of the board of Directors formed to investigate any complaint who may have a perceived conflict will recuse themselves from further discussions or meetings on the subject.

The Whistle Blowers may also directly report concerns to the board of Directors.

For any complaints made to the Board of Directors directly, it is mandatory for the Whistle Blower to disclose their identity and provide their contact information. The Board of Directors may choose to discuss the matter with the Whistle Blower prior to initiating any review or investigation.

Any or all the provisions of this Vigil Mechanism Policy would be subject to revision/amendment in accordance with the guidelines on the subject as may be issued by Government, from time to time. The Company also reserves the right to amend or modify, suo moto, this Vigil Mechanism Policy in whole or in part, at any point of time. Any amendment to the Policy shall take effect from the date when it is approved by the Audit Committee and Board of Directors of the Company

The conditions or terms of this Vigil Mechanism Policy can be modified/ amended, cancelled or added in writing with the approval of Board of the Company. However, in the event of any conflict between the contents of this Vigil Mechanism Policy and the Act, the provisions of the Vigil Mechanism Policy shall supersede so long as there is no non-compliance with the provisions of the Act.

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