Whistle Blower Policy

1. Preface

1.1The Corporation believes in the conduct of its affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior.

1.2The Corporation is committed to developing a culture where it is safe for all employees to raise concerns about any poor or unacceptable practice and any event of misconduct.

1.3DPE guidelines issued on Corporate Governance vide OMNo.18(8)/2005-GM dated 14th May, 2010 provides to establish a mechanism for employees to report to the management, concern about unethical behaviors, actual or suspected fraud, or violation of the company's General guidelines on conduct or ethics policy. This mechanism could also provide for adequate safeguards against victimization of employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases.

1.4The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects employees wishing to raise a concern about serious irregularities within the Corporation.

1.5The 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.

2. Policy

2.1 This Policy is for the Employees as defined hereinafter.

2.2The Policy has been drawn up so that Employees can be confident about raising a concern. The areas of concern covered by this Policy are summarized in paragraph 5.

3. Definitions

3.1‘Disciplinary Action' means any action that can be taken on the completion of/ during the investigation proceedings including but not limiting 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.

3.2‘Corporation' means ‘National Handloom Development Corporation Ltd.'

3.3‘Employee' means all permanent employees of the Corporation.

3.4‘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.

3.5‘Subject' means a person against or in relation to whom a Protected Disclosure is made or evidence gathered during the course of an investigation.

3.6‘Whistle Blower' is someone who makes a Protected Disclosure under this Policy.

3.7‘Whistle Officer' or ‘Committee' means an officer or Committee of persons who is nominated/appointed to conduct detailed investigation.

3.8‘Compliance Officer' means Company Secretary of the corporation.

3.9‘Ombudsperson' will be the Managing Director for the purpose of receiving all complaints under this Policy and ensuring appropriate action.

4. The Guiding Principles

4.1To ensure that this Policy is adhered to, and to assure that the concern will be acted upon seriously, the corporation will:

i.Ensure that the Whistle Blower and/or the person processing the Protected Disclosure is not victimized for doing so;

ii.Treat victimization as a serious matter including initiating disciplinary action on such person/(s);

iii.Ensure complete confidentiality.

iv.Not attempt to conceal evidence of the Protected Disclosure;

v.Take disciplinary action, if any one destroys or conceals evidence of the Protected Disclosure made/ to be made;

vi.Provide an opportunity of being heard to the persons involved, especially to the Subject;

5. Coverage of Policy

5.1The 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

6.) Criminal offence

7.) Pilferage of confidential/ propriety information

8.) Deliberate violation of law/ regulation

9.) Wastage/ misappropriation of company funds/ assets

10.) Breach of employee Code of Conduct or Rules

11.) Any other unethical, biased, favoured, imprudent event

5.2Policy should not be used in place of the corporation's grievance procedures including but not limited to compensation, increment, promotion, job location, job profile, immunities, leaves and training or other privileges or be a route for raising malicious or unfounded allegations against colleagues/ seniors.

6. Disqualifications

6.1While it will be ensured that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment as herein set out, any abuse of this protection will warrant disciplinary action.

6.2Protection under this Policy would not mean protection from disciplinary action arising out of false or bogus allegations made by a Whistle Blower knowing it to be false or bogus or with a mala fide intention.

6.3Whistle Blowers, who make any Protected Disclosures, which have been subsequently found to be mala fide, frivolous or malicious shall be subject to disciplinary action, up to and including termination of employment, in accordance with corporation's 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 of information by him and for legitimate reasons or cause under corporation's rules and policies.

7. Manner in which concern can be raised:

7.1Employees can make Protected Disclosure to Ombudsperson, as soon as possible but not later than 30 consecutive days after becoming aware of the same.

7.2Whistle Blower must put his/ her name to allegations. Concerns expressed anonymously WILL NOT BE investigated.

7.3If initial enquiries by the Ombudsperson indicate that the concern has no basis, or it is not a matter of investigation under this Policy, it may be dismissed at this stage and the decision is documented.

7.4Where initial enquiries indicate that further investigation is necessary, this will be carried through either by the Ombudsperson alone, or by a Whistle Officer/ Committee nominated by the Ombudsperson for this purpose. The investigation would be conducted in a fair manner, as a neutral fact-finding process and without presumption of guilt. A written report of the findings would be made.

7.5Ombudsperson/ Whistle Officer/ Committee shall have right to call for any information/document and examination of any employee of the Corporation or other person(s), as they may deem appropriate for the purpose of conducting investigation under this policy.

7.6Name of the Whistle Blower shall not be disclosed to the Whistle Officer/ Committee.

7.7The Ombudsperson/ Whistle Officer/ Committee shall:

i)Make a detailed written record of the Protected Disclosure. The record will include:

a)Facts of the matter

b)Whether the same Protected Disclosure was raised previously by anyone, and if so, the outcome thereof;

c)Whether any Protected Disclosure was raised previously against the same Subject;

d)The financial/ otherwise loss which has been incurred/ would have been incurred by the Company.

e)Findings of Ombudsperson/ Whistle Officer/ Committee;

f)The recommendations of the Ombudsperson/ Whistle Officer/ Committee on disciplinary/ other action/(s).

g)The Whistle Officer/ Committee shall finalize and submit the report to the Ombudsperson within 15 days of being nominated/ appointed.

7.8On submission of report, the Whistle Officer/ Committee shall discuss the matter with Ombudsperson who shall either:

i)In case the Protected Disclosure is proved, accept the findings of the Whistle Officer/ Committee and take such Disciplinary Action as he may think fit and take preventive measures to avoid reoccurrence of the matter;

ii)In case the Protected Disclosure is not proved, extinguish the matter;

iii)Depending upon the seriousness of the matter, Ombudsperson may refer the matter to the Audit Committee of Directors with proposed disciplinary action/ counter measures. In case the Audit Committee thinks that the matter is too serious, it can further place the matter before the Board with its recommendations. The Board may decide the matter as it deems fit.

7.9In exceptional cases, where the Whistle Blower is not satisfied with the outcome of the investigation and the decision, s/he can make a direct appeal to the Chairman of the Audit Committee.

8. Protection

8.1No unfair treatment will be meted out to a Whistle Blower by virtue of his/her having reported a Protected Disclosure under this Policy. The corporation, as a policy, condemns any kind of discrimination, harassment, victimization or any other unfair employment practice being adopted against Whistle Blower. Complete protection will, therefore, be given to Whistle Blower against any unfair practice like retaliation, threat or intimidation of termination/ suspension of service, disciplinary action, demotion, refusal of promotion, discrimination, any type of harassment, biased behavior 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.

8.2The identity of the Whistle Blower shall be kept confidential.

8.3Any other Employee assisting in the said investigation or furnishing evidence shall also be protected to the same extent as the Whistle Blower.

9. Secrecy/ Confidentiality

The Whistle Blower, the Subject, the Whistle Officer and every one 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)discuss only to the extent or with the persons required for the purpose of completing the process and investigations

d)not keep the papers unattended anywhere at any time

e)keep the electronic mails/files under password If any one is found not complying with the above, he/ she shall be held liable for such disciplinary action as is considered fit.

10.Reporting

A quarterly report with number of complaints received under the Policy and their outcome shall be placed before the Audit Committee and Board.

11. Interpretation:

Terms that have not been defined in this Policy shall have the same meaning as assigned to them in the Companies Act, 1956 and/or DPE guidelines on the subject from time to time.

12. Notification

All the departmental heads at Head Office and Regional/ Zonal Incharge at all the offices under them including branch offices are required to notify & communicate the existence and contents of this policy to the employees of their department. Every Departmental Head/ Regional Incharge/ Zonal Incharge shall submit a certificate duly signed by him to the Compliance Officer that this policy was notified to each employee of his department/ office. The new employees shall be informed about the policy by the Personnel department and statement in this regard should be periodically submitted to the Compliance Officer.

This policy as amended from time to time shall be made available at the Website of the Corporation.

13. Amendment

The Board of Director of the corporation has the right to amend or modify this Policy in whole or in part, at any time without assigning any reason, whatsoever.

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