All Directors & Employees                                                     

WHISTLE BLOWER  POLICY FOR VIGIL MECHANISM                                                           

BACKGROUND

Keeping in line with the philosophy of Open Communication and Transparency practiced by the Company, this Policy is formulated to provide an opportunity to the directors and employees of the Company to approach the Audit Committee in good faith, when they suspect or observe unethical or wrongful practices, malpractices, non-compliance of company policies etc.

The directors and employee(s) may approach the audit committee in the first instance or after bringing it to the attention of the management and not being addressed to concerned persons satisfaction.

 APPLICABILITY

This Policy is applicable to all directors and employees of the Company.

TRIGGER OF VIGIL MECHANISM

The Whistle Blower Policy can be triggered by an employee or director who in good faith has evidence of or believes any of the following:

1. Violation of any laws
2. Non-disclosure of conflict of interest or taking benefit of the same.
3. Misappropriation of Company assets
4. Manipulation of Company data/records whether financial or otherwise.
5. Leaking confidential information
6. Flouting the Insider Trading norms
7. Violating business ethics including encouraging corruption, fraud etc.
8. Discrimination or harassment

The above list is only illustrative and not an exhaustive one.

PROCESS

1. An employee or director shall disclose to the Audit Committee in writing, any unethical or improper practices as illustrated above. Confidentiality of the employee and director i.e. the Whistle Blower’s shall be maintained to the greatest extent possible. The name, address and contact no. of the Chairman of the Audit Committee is given below:

2.       The Audit Committee shall have the discretion not to entertain retaliation/retribution/counterclaim against any director or employee who raises an issue in good faith.

3.       If any director or employee uses the Whistle Blower Policy for Vigil Mechanism by making allegations in bad faith, then he/she may be subjected to disciplinary action.

4.       The Audit Committee shall investigate the Vigil Mechanism reports expeditiously. The Audit Committee may appoint such person(s) as it may deem fit to investigate the matter(s). The Audit Committee or   such person(s) shall have the right to call for any information/document(s) during the course of investigation.

5.       The Audit Committee shall approve of the final report of investigation and would appropriately decide the matter(s).

6.       No adverse action shall be taken against any director or employee who makes a good faith disclosure to the Audit Committee of any unethical or wrongful conduct. This shall not be applicable if the director or employee himself/herself is guilty of any unethical or wrongful conduct.

7.       In case any director or employee files a frivolous complaint, the Chairman of the Audit Committee at his discretion shall take suitable action against the concerned director or employee including reprimand or termination of service for such complaint.

DISCLOSURE

The Policy would be hosted on the Intranet of the Company and would be sent to all the directors as well as employees in the field. Whenever, a new director/employee joins, this policy would be made available to him/her.

This Whistle Blower Policy has been framed as per the Companies Act, 2013 and Rules formed therein.

CONCLUSION

This Mechanism has been approved by the Board of Directors at their meeting held on 30/05/2014  and may be modified from time to time at the discretion of the Board.