WHISTLE BLOWER POLICY & VIGIL MECHANISM

PURPOSE

As a part of the Company’s integrity, the Company follows the outlined whistleblower policy which is designed to allow the complainant / Whistleblower to give voice to his / her concerns without any fear of reprisal / victimisation from the superiors / management.

SCOPE

The whistleblower can be any stakeholder, whether employee, dealer, vendor, customer, shareholder, contractors and their personnel and other connected persons, Provided, that such personnel do not have ongoing or anticipated claims or legal proceedings or any other litigation on the company. Further, all such complainants whose associates, relations, direct or indirect family members who have any such arbitration with the company are not eligible to complain under this policy.

COVERAGE OF THE POLICY

The whistleblower may complain on the following areas only within the premises of the company:

1. Incorrect financial reporting.

2. Moral standards not being maintained.

3. Not in line with Company policy.

4. Illegal in nature and substance.

5. Improper conduct and conduct not becoming our company.

PROCEDURE

1. The Whistle Blower Policy (‘the Policy’) shall be administered by the Audit Committee.

2. The employee can send a written complaint to the Chairman of the Audit Committee of the Company.

3. The Whistle blowing procedure is extended to be used for serious and sensitive issues and the compliant should be specific in nature containing sufficient details to permit investigation without need for direct contact.

The complaint shall include:

• Nature and facts of the complaint

• People involved

• The impact, Monetary or otherwise on the Company

• Name, address/ work location of the Complainant.

• Supporting documents and any other evidence

4. Consistent with the Company’s philosophy, the Company would expect the complainants to put their names for investigation purposes. Anonymous applications will not be covered by the policy.

5. The process of investigation may take the help of the Head of Internal Audit or any other person. The investigation will be completed within 60 days of the receipt of the complaint. Within 60 days the decision on the complaint will be communicated to the Whistle Blower by either the Chairman of Audit Committee or any member of the audit committee.

6. For any complaint, the audit committee may constitute a small Committee to assist them with the investigation.

7. Based on their findings as recommended to the Audit Committee, appropriate course of action will be taken.

8. Only in exceptional cases, where the complaint itself is against the members of audit committee when the complainant is not satisfied with the outcome of the investigation carried out by the audit committee he can directly appeal to the Chairman of the Audit Committee. The Chairman of the Audit Committee will inform the Complainant the date, time and place where he/ she can meet. This will be communicated at least eight days in advance.

9. The Committee deliberations shall be incorporated in the minutes and documented as part of the final report.

10. Every quarter, a summary of all the complaints received will be put forward to the Chairman of the Audit Committee.

CONFIDENTIALITY

The Proceedings shall be carried out in strict confidentiality, in an unbiased manner and shall ensure thorough fact finding. The Whistle Blower-Complainant, Chairman of Audit Committee and every internal and external stakeholder 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. Not to keep papers unattended anywhere at any time

d. Keep the electronic mails / files under password

Safeguarding the Interest of the Whistle Blower

The Company will not tolerate harassment or victimization and will take action to protect the whistle blower (Complainant). The Company assures every Whistle Blower, protection against unfair termination or any other disciplinary action or unlawful discrimination or retaliation in any manner for blowing the whistle under this policy. The Company will do its best to protect whistle blower’s identity when he/she makes a complaint. It must be appreciated, however, that the investigation process may require a statement by the whistle blower as part of the evidence.

Malicious Allegations

The intent of the policy is to bring genuine and serious issues to the core. Allegations based not on reality but due to malicious intent will result in serious consequences and strong disciplinary action against the complainant concerned.

Amendments

This Policy may be amended from time to time by the Board based on the recommendation of the Audit Committee.