Whistle Blower Policy

VIGIL MECHANISM & WHISTLEBLOWER POLICY

PREFACE  The Company has adopted the Tata Code of Conduct, which lays down the principles and standards that should govern the actions of the Company and its employees. Any actual or potential violation of the Code, howsoever insignificant or perceived as such, would be a matter of serious concern for the Company. The role of employees in pointing out such violations of the Code cannot be undermined. Accordingly, this Whistleblower Policy (“the Policy”) has been formulated with a view to provide a mechanism for employees of the Company to raise concerns on any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports etc.

Clause 25 of the Tata Code of Conduct specifies –

“Every employee of a Tata Company shall promptly report to the management, and or third party ethics helpline, when she/he becomes aware of any actual or possible violation of the Code or an event of misconduct, act of misdemeanor or act not in the Company’s interest. Such reporting shall be made available to suppliers and partners, too.

Any Tata employee can choose to make a protected disclosure under the whistleblower policy of the Company, providing for reporting to the Chairperson of the Audit Committee or the Board of Directors or specified authority. Such a protected disclosure shall be forwarded when there is reasonable evidence to conclude that a violation is possible or has taken place, with a covering letter, which shall bear the identity of the whistleblower.

The Company shall ensure protection to the whistleblower and any attempts to intimidate her/him would be treated as a violation of the Code.”

Section 177 (9) of the Companies Act, 2013 mandates the following classes of companies to constitute a vigil mechanism –

• Every Listed Company;
• Every other Company which accepts deposits from the public;
• Every Company which has borrowed money from Banks and public financial institutions in excess of Rs. 50 Crores.

OBJECTIVE
The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. This policy aims to provide an avenue for employees to raise concerns on any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc.

POLICY
The Whistleblower policy intends to cover serious concerns that could have grave impact on the operations and performance of the business of the Company. The policy neither releases employees from their duty of confidentiality in the course of their work, nor is it a route for taking up a grievance about a personal situation

DEFINITIONS

“Company” means, “Amalgamated Plantations Private Limited.”

“Disciplinary Action” means any action that can be taken on the completion of /during the investigation proceedings including but not limited to a warning, imposition of fine, suspension from official duties or any such action as is deemed to be fit considering the gravity of the matter.

“Employee” means every employee of the Company (whether working in India) .

“Good Faith”: An employee shall be deemed to be communicating in „good faith‟ if there is a reasonable basis for communication of unethical and improper practices or any other alleged wrongful conduct. Good Faith shall be deemed lacking when the employee does not have personal knowledge on a factual basis for the communication or where the employee knew or reasonably should have known that the communication about the unethical and improper practices or alleged wrongful conduct is malicious, false or frivolous.

“Policy or This Policy” means, “Whistleblower Policy of Amalgamated Plantations Private Limited.” “Protected Disclosure” means a concern raised by a written communication made in good faith that discloses or demonstrates information that may evidence unethical or improper activity. Protected Disclosures should be factual and not speculative in nature.

“Subject” means a person or group of persons against or in relation to whom a Protected Disclosure is made or evidence gathered during the course of an investigation under this Policy.

“Whistleblower” is someone who makes a Protected Disclosure under this Policy.

“Whistle Officer” or “Whistle Committee” or “Committee” means an officer or Committee of persons who is/are nominated/ appointed to conduct detailed investigation of the disclosure received from the whistleblower and recommend disciplinary action. The Committee should include Head – HR, Consultant - Internal Audit and a representative of the Division/ Department where the alleged malpractice has occurred.

SCOPE - Various stakeholders of the Company are eligible to make Protected Disclosures under the Policy. These stakeholders may fall into any of the following broad categories:

Employees of the Company

 Employees of other agencies deployed for the Company’s activities, whether working from any of the Company’s offices or any other location

Contractors, vendors, suppliers or agencies (or any of their employees) providing any material or service to the Company

Customers of the Company

Any other person having an association with the Company

A person belonging to any of the above mentioned categories can avail of the channel provided by this Policy for raising an issue covered under this Policy.

The Policy covers malpractices and events which have taken place/ suspected to take place involving:

1. Abuse of authority;
2. Breach of contract;
3. Negligence causing substantial and specific danger to public health and safety;
4. Manipulation of company data/records;
5. Financial irregularities, including fraud or suspected fraud or Deficiencies in Internal Control and check or deliberate error in preparations of Financial Statements or Misrepresentation of financial reports;
6. Any unlawful act whether Criminal/ Civil;
7. Pilferation of confidential/propriety information’
8. Deliberate violation of law/regulation;
9. Wastage/misappropriation of company funds/assets;
10. Breach of Company Policy or failure to implement or comply with any approved Company Policy;

Policy should not be used in place of the Company grievance procedures or be a route for raising malicious or unfounded allegations against colleagues.

GUIDING PRINCIPLES To ensure that this Policy is adhered to, and to assure that the concern will be acted upon seriously, the Company will:

1. Ensure that the Whistleblower and/or the person processing the Protected Disclosure is not victimized for doing so
2. Treat victimization as a serious matter, including initiating disciplinary action on person/(s) indulging in victimisation
3. Ensure complete confidentiality
4. Not attempt to conceal evidence of the Protected Disclosure
5. Take disciplinary action, if any one destroys or conceals evidence of the Protected Disclosure made/to be made
6. Provide an opportunity of being heard to the persons involved especially to the Subject

ANONYMOUS ALLEGATION

Whistleblowers must put their names to allegations as follow-up questions and investigation may not be possible unless the source of the information is identified. Disclosures expressed anonymously will ordinarily NOT be investigated.

PROTECTION TO WHISTLEBLOWER

1. If one raises a concern under this Policy, she/he will not be at risk of suffering any form of reprisal or retaliation. Retaliation includes discrimination, reprisal, harassment or vengeance in any manner. Company’s employee will not be at the risk of losing her/ his job or suffer loss in any other manner like transfer, demotion, refusal of promotion, or the like including any direct or indirect use of authority to obstruct the Whistleblower's right to continue to perform his/her duties/functions including making further Protected Disclosure, as a result of reporting under this Policy. The protection is available provided that:
1. The communication/ disclosure is made in good faith
2. She/he reasonably believes that information, and any allegations contained in it, are substantially true; and
3. She/he is not acting for personal gain

Anyone who abuses the procedure (for example by maliciously raising a concern knowing it to be untrue) will be subject to disciplinary action, as will anyone who victimizes a colleague by raising a concern through this procedure. If considered appropriate or necessary, suitable legal actions may also be taken against such individuals. However, no action will be taken against anyone who makes an allegation in good faith, reasonably believing it to be true, even if the allegation is not subsequently confirmed by the investigation.

2. The Company will not tolerate the harassment or victimization of anyone raising a genuine concern. As a matter of general deterrence, the Company shall publicly inform employees of the penalty imposed and disciplinary action taken against any person for misconduct arising from retaliation. Any investigation into allegations of potential misconduct will not influence or be influenced by any 5 disciplinary or redundancy procedures already taking place concerning an employee reporting a matter under this policy.

Any other Employee/business associate assisting in the said investigation shall also be protected to the same extent as the Whistleblower.

ACCOUNTABILITIES – WHISTLEBLOWERS

1. Bring to early attention of the Company any improper practice they become aware of. Although they are not required to provide proof, they must have sufficient cause for concern. Delay in reporting may lead to loss of evidence and also financial loss for the Company;
2. Avoid anonymity when raising a concern;
3. Follow the procedures prescribed in this policy for making a Disclosure;
4. Co-operate with investigating authorities, maintaining full confidentiality;
5. The intent of the policy is to bring genuine and serious issues to the fore and it is not intended for petty Disclosures. Malicious allegations by employees may attract disciplinary action;
6. A whistleblower has the right to protection from retaliation. But this does not extend to immunity for involvement in the matters that are the subject of the allegations and investigation; g) Maintain confidentiality of the subject matter of the Disclosure and the identity of the persons involved in the alleged Malpractice. It may forewarn the Subject and important evidence is likely to be destroyed; and
7. In exceptional cases, where the whistleblower is not satisfied with the outcome of the investigation carried out by the Committee, she/he can make a direct appeal to the Chairman – Audit Committee of the Company.

ACCOUNTABILITIES – WHISTLE COMMITTEE

1. Conduct the enquiry in a fair, unbiased manner;
2. Ensure complete fact-finding;
3. Maintain strict confidentiality;
4. Decide on the outcome of the investigation, whether an improper practice has been committed and if so by whom;
5. Recommend an appropriate course of action - suggested disciplinary action, including dismissal, and preventive measures; and
6. Record Committee deliberations and document the final report.

RIGHTS OF A SUBJECT

1. Subjects have the right to be heard and the Whistle Committee must give adequate time and opportunity for the subject to communicate his/her say on the matter
2. Subjects have the right to be informed of the outcome of the investigation and shall be so informed in writing by the Company after the completion of the inquiry/ investigation process

MANAGEMENT ACTION ON FALSE DISCLOSURES

An employee who knowingly makes false allegations of unethical & improper practices or alleged wrongful conduct shall be subject to disciplinary action, up to and including termination of employment, in accordance with Company rules, policies and procedures. Further this policy may not be used as a defense by an employee against whom an adverse personnel action has been taken independent of any disclosure made by him and for legitimate reasons or cause under Company rules and policies.

PROCEDURE FOR REPORTING & DEALING WITH DISCLOSURES

For more details, refer to the procedure for reporting & dealing with disclosures given in Annexure A. For more details, refer to the representation of the process flow given in Annexure B.

ACCESS TO REPORTS AND DOCUMENTS

All reports and records associated with “Disclosures‟ are considered confidential information and access will be restricted to the Whistleblower and the Whistle Committee. “Disclosures‟ and any resulting investigations, reports or resulting actions will generally not be disclosed to the public except as required by any legal requirements or regulations or by any corporate policy in place at that time.

RETENTION OF DOCUMENTS

All Protected Disclosures in writing or documented along with the results of investigation relating thereto shall be retained by the Company for a minimum period of 07 years.

REPORTS

A quarterly status report on the total number of complaints received during the period, with summary of the findings of the Whistle Committee and the corrective actions taken will be sent to the Board of Directors of the Company.

COMPANY’S POWERS

The Company is entitled to amend, suspend or rescind this policy at any time. Whilst, the Company has made best efforts to define detailed procedures for implementation of this policy, there may be occasions when certain matters are not addressed or there may be ambiguity in the procedures. Such 7 difficulties or ambiguities will be resolved in line with the broad intent of the policy. The Company may also establish further rules and procedures, from time to time, to give effect to the intent of this policy and further the objective of good corporate governance.

Annexure A

PROCEDURE FOR REPORTING & DEALING WITH DISCLOSURES

1. How should a Disclosure be made and to whom?
   
   A Disclosure should be made in writing. Letters can be submitted by hand-delivery, courier or by post addressed to the Chairman of the Whistle Blower Committee appointed by the Company. Emails can be sent to the email id: whistleblower@amalgamated.in. Whilst, a disclosure should normally be submitted to the Whistle Officer, it may also be submitted directly to the Chairman of the Audit Committee (via email at the email id: roopenroy@sumantra.org), when the Whistleblower feels it necessary under the circumstances.

2. Is there any specific format for submitting the Disclosure?
   
   While there is no specific format for submitting a Disclosure, the following details MUST be mentioned: (a) Name, address and contact details of the Whistleblower (including Employee Code, if the Whistleblower is an employee). (b) Brief description of the Malpractice, giving the names of those alleged to have committed or about to commit a Malpractice. Specific details such as time and place of occurrence are also important. (c) In case of letters, the disclosure should be sealed in an envelope marked “Whistle Blower” and addressed to the Chairman of the Whistle Blower Committee OR Chairman of the Audit Committee, depending on position of the person against whom disclosure is made.

3. What will happen after the Disclosure is submitted?
   
   (a) The Chairman of the Whistle Blower Committee shall acknowledge receipt of the Disclosure as soon as practical (preferably within 07 days of receipt of a Disclosure), where the Whistleblower has provided her / his contact details.
   
   (b) The Chairman of the Whistle Blower Committee will proceed to determine whether the allegations (assuming them to be true only for the purpose of this determination) made in the Disclosure refer the same to the Whistle Blower Committee. If the Committee determines that the allegations do not constitute a Malpractice, she/he will record this finding with reasons and communicate the same to the Whistleblower.
   
   (c) If the Chairman of the Whistle Blower Committee determines that the allegations constitute a Malpractice, she/he will proceed to investigate the Disclosure with the assistance of the Whistle Committee comprising of Head of HR Function, Consultant - Internal Audit and a representative of the Division/ Department where the breach has occurred. If the alleged Malpractice is required by law to be dealt with under any other mechanism, the Whistle Officer shall refer the Disclosure to the appropriate authority under such mandated mechanism and seek a report on the findings from such authority.
   
   (d) Subjects will normally be informed of the allegations at the outset of a formal investigation and have opportunities for providing their inputs during the investigation.
   
   (e) The investigation may involve study of documents and interviews with various individuals. Any person required to provide documents, access to systems and other information by the Whistle Officer or Whistle Committee for the purpose of such investigation shall do so. Individuals with whom the Chairman of the Whistle Blower Committee or Whistle Committee requests an interview for the purposes of such investigation shall make themselves available for such interview at reasonable times and shall provide the necessary cooperation for such purpose.
   
   (f) If the Malpractice constitutes a criminal offence, the Chairman of the Whistle Blower Committee will bring it to the notice of the Managing Director / Chairman / Board of Directors and take appropriate action including reporting the matter to the police.
   
   (g) The Managing Director of the Company may, at his/her discretion, participate in the investigations of any Disclosure.
   
   (h) The Chairman of the Whistle Blower Committee shall conduct such investigations in a timely manner and shall submit a written report containing the findings and recommendations to the Managing Director / Chairman / Board of Directors as soon as practically possible and in any case, not later than 45 days from the date of receipt of the Disclosure. The Managing Director / Chairman / Board of Directors may allow additional time for submission of the report based on the circumstances of the case.
   
   (i) Whilst it may be difficult for the Whistle Officer to keep the Whistleblower regularly updated on the progress of the investigations, she/he will keep the Whistleblower informed of the result of the investigations and its recommendations subject to any obligations of confidentiality.
   
   (j) The Chairman of the Whistle Blower Committee will ensure action on the recommendations of the Whistle Committee and keep the Whistleblower informed of the same. Though no timeframe is being specified for such action, the Company will endeavor to act as quickly as possible in cases of proved Malpractice.

4. What should I do if I face any retaliatory action or threats of retaliatory action as a result of making a Disclosure?
   
   If you face any retaliatory action or threats of retaliatory action as a result of making a Disclosure, please inform the Whistle Officer in writing immediately. She/he will take cognizance of each and every such complaint/feedback received and investigate the same accordingly and may also recommend appropriate steps to protect you from exposure to such retaliatory action and ensure implementation of such steps for your protection.