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Whistle Blower Policy / Vigil Mechanism
(pursuant to section 177(9) of the Companies Act, 2013 & Clause 49 of the Listing Agreement)

Many a violation does not affect an individual directly, but is detrimental to the organisation's interest. Individuals hesitate to report such violations out of fear or indifference. The Whistle Blower's policy / Vigil Mechanism provide a mechanism for an individual to report violations without fear of victimisation.

When the director/employee sees violations of integrity norms, he may not be directly aggrieved, but may have information that organisational interests are being compromised. This may be unethical behaviour, suspected or actual fraud, violation of the Code of Conduct etc.

Some examples are persons taking bribes, confidential information being leaked out, misuse of company's resources, favours shown or demanded from business associates/partners, violation of statutory requirements, etc. Violation of integrity norms may also include instances of leak of UPSI under the SEBI (Prohibition of Insider Trading) Regulations, 2015.

Before reporting such events, the director/employee has to ascertain that a violation has actually occurred and that the act is not based on what can be termed as a normal business decision.

In all such cases, the director/employee will address the complaint to any member of the Enforcement Committee along with the available details and evidence to the extent possible. In case, the complaint is received by a person, other than a enforcement committee member, the same will be forwarded by him to the enforcement committee.

As a rule, anonymous complaints will not be entertained. The identity of the complainant will be protected and will be known only to the Enforcement Committee.

The Enforcement Committee may meet the complainant, if necessary. They may also appoint any suitable person or group of persons to investigate the case, but will ensure that the identity of the complainant is protected.

Whistle Blower will be protected from any kind of discrimination, harassment, victimization or any other unfair employment practice.

The Enforcement Committee will decide the case and recommend action within four weeks to the Chairman. The final action to be taken will be decided by the Chairman.

The analysis of the case and the action to be taken may not be communicated to the original complainant

The director in all cases & employee in appropriate or exceptional cases will have direct access with the Chairman of the Audit Committee.

Enforcement Committee will consist of:

(a) Shri Sanjiv Bajaj
(b) Shri Kevin D'sa

The Enforcement Committee will report to the Chairman of the Audit Committee.

Any grievance against any member of the Enforcement Committee should be addressed to the Chairman.

The director in all cases & employee in appropriate or exceptional cases will have direct access with the Chairman of the Audit Committee.

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