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Whistleblower policy INTRODUCTION Aar Shyam India Investment Company Limited (“Company”) believes in conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. The Company is committed to develop a culture where it is safe for all employees to raise concerns about any fraudulent or unacceptable practice and any event of misconduct. Vigil Mechanism /Whistle Blower Policy (The Policy) is a device to help alert and responsible individuals to bring to the attention of the Management, promptly and directly, any unethical behavior, suspected fraud or abrasion or irregularity in the Company practices which is not in line with Code of Business Principles or the law of the land, without any fear or threat of being victimized. This Policy is issued pursuant to Section 177 of the Companies Act, 2013, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 and Regulation 27 of SEBI (Listing Obligation & Disclosure Requirement) Regulation 2015. The Company is committed to provide adequate safeguards against victimization of employees and directors or other persons who avail of such mechanism and also provide for direct access to the Chairperson of the Audit Committee or the Director nominated by the Audit Committee, as the case may be, in exceptional cases. a) Address for Communication: The
Whistle Blower shall send his/her Grievance / concern / Complaint / irregularities
(“Complaint”) by sending a mail to: Alternatively, he/she may write a letter addressed to the following:
The
Director, The Complaint raised will be placed by the Director before an appropriate Committee for investigation. The Committee will investigate the Complaint and if it finds no merit or materiality in the Complaint, the said Complaint will be closed and intimation will be sent to Whistle Blower within reasonable period and in any case not exceeding 90 days from the receipt of Complaint. The Committee shall give an opportunity of being heard to the Whistle Blower and the enquiry/investigation will be conducted following the principles of natural justice. However, if any merit is found in the Complaint, the Committee may call for an independent inquiry which may be referred to the External Auditor or any external agency. However at every stage of inquiry and before final decision is taken, the person complained against, shall be given an opportunity of being heard and such enquiry will be conducted following principles of natural justice. On receipt of the outcome of the external investigation, the Report will be placed before an appropriate authority for final order. Whistle Blower shall be communicated a final decision. In case of any criminal action that may be required/advised to be initiated, the Chairman of the Company will take a final decision. b) Protection (A) No unfair treatment will be given 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 of Whistle Blower. Complete protection will, be given to Whistle Blower against any unfair practice like threat or termination / suspension of service, disciplinary action, 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. (B) The Company will do its best to protect confidentiality of an identity of the Whistle Blower. (C) If the Whistle Blower makes an allegation in good faith, which is not confirmed by the investigation, no action will be taken against the Whistle Blower. However, if a complaint is found to be malicious or vexatious or made with any ulterior motive or mala fide intention, appropriate disciplinary action will be taken. (D) The Company will not entertain anonymous / frivolous grievance. c) 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 periodically. Details of establishment of such mechanism shall be disclosed by the company on its website, if any, and in the Board’s report. d) Coverage of Policy: The Policy covers malpractices and events which have taken place/ suspected to take place involving: a)
Abuse of authority; c)
Negligence causing substantial and specific danger to public health and
safety; f)
Criminal offense; h)
Deliberate violation of law/regulation; j)
Breach of employee Code of Conduct or Rules; and COMMUNICATION A whistle Blower policy cannot be effective unless it is properly communicated to employees. Employees shall be informed through by publishing in notice board and the website of the company. RETENTION OF DOCUMENTS All documents related to reporting, investigation and enforcement pursuant to this policy shall be kept in accordance with the Company's record retention policy and applicable law. ADMINISTRATION AND REVIEW OF THE POLICY The Board of Directors shall be responsible for the administration, interpretation, application and review of this policy. The Board also shall be empowered to bring about necessary changes to this Policy, if required at any stage with the concurrence of the Audit Committee. MODIFICATION 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 Employees and Directors unless the same is notified to them in writing. ********************************************************************************
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