VIGIL MECHANISM / WHISTLE-BLOWER POLICY
1.  OUR PHILOSOPHY

The Company always strives to maintain the highest standards of ethical, moral and legal conduct in its operations. The Company encourages its employees and the directors to report their concerns about suspected misconduct, unethical behaviour, actual or suspected fraud or violation of the Code of Ethics or this Policy.

This Policy provides a channel to the employees and the directors to report their concerns to the management without fear of punishment or unfair treatment. Any actual or potential violation, howsoever insignificant or perceived as such, is a matter of serious concern for the Company. Such a vigil mechanism shall provide for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provides for direct access to the chairperson of the Audit Committee in exceptional circumstances.

2.  SCOPE AND EXCLUSIONS
  • 2.1) This Vigil Mechanism and Whistle-blower Policy (the “Policy”) sets out the procedure to be followed when making a disclosure.

  • 2.2) This Policy applies to all employees or directors, regardless of their location. Violations will result in appropriate disciplinary action. The employees are required to familiarize themselves with this Policy, and seek advice from the Group Head/HR of the Company, if any questions arise.

  • 2.3) The Policy has been established with a mandate to cover professional misconduct and/or events which have taken place or are anticipated to take place which include but are not limited to the following:

  • 2.3.1)  misuse or abuse of authority

  • 2.3.2)  fraud or suspected fraud

  • 2.3.3)  violation of the Company rules or laws and regulations

  • 2.3.4)  negligence causing substantial danger to public health and safety

  • 2.3.5)  misappropriation and/or wastage of monies/company funds/assets

  • 2.3.6)  manipulation of company data/records

  • 2.3.7)  misuse/stealing of confidential information of the Company

  • 2.3.8)  breach of code of conduct/ethics of the Company or

  • 2.3.9)  violation of applicable law.

3. RESPONSIBILITY TO REPORT
  • a)  Disclosures are to be made whenever an employee becomes aware of a Reportable Matter. The Protected Disclosure should be made promptly upon the employee becoming aware of the Reportable Matter.

  • b)  The role of a Whistle-blower is limited to making a Protected Disclosure. A Whistle blower should not engage in investigations concerning a Reportable Matter that is the subject of a Protected Disclosure. Neither should a Whistle-blower become involved in determining the appropriate corrective action that might follow from the submission of a Protected Disclosure

  • Explanation: “Protected Disclosure” means a written communication of a concern made in good faith, which discloses or demonstrates information that may evidence an unethical or improper activity with respect to the Company. It should be factual and not speculative and should contain as much specific information as possible to allow for proper assessment of the nature and extent of the concern.

4. REPORTING MECHANISM
  • a) The Ethics & Compliance Task Force is entrusted with the responsibility to process and investigate Protected Disclosures. The Ethics & Compliance Task Force operates under the supervision of the Audit Committee. Protected Disclosures are to be made to the Ethics & Compliance Task Force as under:

  • (i) by email to ethics@bajajcapital.com; or

  • (ii) by telephone to 011-41693000/67000000 Extn 222

  • (iii) by letter addressed to the Ethics & Compliance Task Force, marked “Private and Confidential”, and delivered at 5th Floor Bajaj House, 97, Nehru Place, New Delhi

  • b) Moreover, in exceptional cases, employees have a right to make Protected Disclosures directly to the Chairman of the Audit Committee as follows:

  • (i) by email to audit.committee@bajajcapital.com; or

  • (ii) by letter addressed to the Audit Committee, marked "Private and Confidential", and delivered at 5th Floor Bajaj House, 97, Nehru Place, New Delhi.

  • c) To enable the proper investigation of any Reportable Matter, a Protected Disclosure should include as much information as possible concerning the Reportable Matter. To the extent possible, the following information should be provided:

  • (i) the nature of the Reportable Matter

  • (ii) the names of the employees to which the Reportable Matter relates

  • d) To enable further investigation of Reportable Matters, Whistle blowers are strongly encouraged to provide their name and contact details whenever they make a Protected Disclosure under this Policy.

  • e) All Protected Disclosures are taken seriously and will be promptly scrutinized and investigated by the Company.

5.  PROTECTION OF WHISTLE-BLOWERS
  • a) If a Whistle-blower does provide his or her name when making a Protected Disclosure, the Company will treat as confidential the identity of the Whistle-blower and the fact that a Protected Disclosure has been made, except as otherwise required by law and to the extent possible while allowing an investigation to proceed.

  • b) A Whistle-blower may make a Protected Disclosure without fear of retaliation or intimidation. The Company prohibits its employees from engaging in retaliation or intimidation that is directed against a Whistle-blower. Employees who engage in retaliation or intimidation in violation of this Policy will be subject to disciplinary action, which may include dismissal from employment.

  • c) If a Whistle-blower has been found to have made a deliberately false Protected Disclosure that Whistle-blower may be subject to disciplinary action, which may include dismissal.

6.  ROLE OF THE AUDIT COMMITTEE
  • a)  The Audit Committee is responsible for supervising the development and implementation of this Policy, including the work of the Ethics & Compliance Task Force. The Audit Committee shall periodically review the Policy to consider whether amendments are necessary, and, if so, it shall communicate any such amendments to all employees as soon as possible.

  • b) The Audit Committee shall receive reports from the Ethics & Compliance Task Force concerning the investigation and resolution of Protected Disclosures made pursuant to the Policy on a quarterly basis as per the guidelines given by the Audit Committee. In addition, the Audit Committee shall have responsibility for coordinating the investigation of any serious Protected Disclosures concerning the alleged violation of laws or regulations that apply to the Company.

7.  CONFLICTS OF INTEREST

Where a Protected Disclosure concerns any member of the Ethics & Compliance Task Force or the Audit Committee, that member of the Ethics & Compliance Task Force or the Audit Committee shall be prevented from acting in relation to that Protected Disclosure. In case of doubt, the Chairman of the Board of Directors shall be responsible for determining whether a member of the Ethics & Compliance Task Force or the Audit Committee must recuse himself or herself from acting in relation to a Protected Disclosure.

8.   COMMUNICATION

For effectiveness of the Policy it should be properly communicated to employees and directors of the Company. Details of the Policy shall be informed by way of circular and by publishing on the website of the Company.

9.   REVISION/AMENDMENT OF POLICY

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.