Independent Director:- Policies

Terms & Conditions for Appointment of Independent Directors

1. PREFACE

Instalite Finserv Limited has adopted and established this “Whistle Blower Policy / Vigil Mechanism Policy” (“Policy”) in order to provide a mechanism to stakeholders including directors and employees of the Company, to report and freely communicate their concerns about illegal or unethical practices within the Company, to appropriate authorities.

The Company has adopted a Code of Conduct for employees (“the Code”), 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 of the Company. Such a Vigil Mechanism shall provide for adequate safeguards against victimization of persons who use such mechanism.

2. POLICY OBJECTIVES

The Company is dedicated to following the highest ethical, moral, and legal standards in its business operations. To uphold these standards, employees are encouraged to report any concerns about wrongdoing without fear of punishment. This reporting system, known as a Vigil Mechanism, allows employees and directors to bring up issues related to unethical behavior, fraud, or violations of codes of conduct. The mechanism ensures safeguards to prevent victimization of those using it. Employees must still maintain confidentiality, and mechanism should not be used as a route for raising malicious or unfounded allegation against people in authority and/ or colleagues in general.

3. SCOPE

The Policy covers malpractices and events which have taken place/ suspected to have taken place misuse or abuse of authority, fraud or suspected fraud, violation of Company rules, manipulation, negligence causing danger to public health and safety, misappropriation of monies, and other matters or activity on account of which the interest of the Company is affected.

4. DEFINITIONS

“Alleged wrongful conduct” shall mean violation of law, Infringement of Company’s rules, misappropriation of monies, actual or suspected fraud, substantial and specific danger to public health safety or abuse of authority.

“Audit Committee” or “Committee” shall mean a Committee of Board of Directors of the Company, constituted in accordance with the provisions of section 177 of the Companies Act 2013.

“Board” means the Board of Directors of the Company.

“Company” means Instalite Finserv Limited and all its offices.

Code means Code of Conduct for the employees adopted by the Company.

"Employee" means all the present employees and Whole-time Directors of the Company.

“Protected Disclosure” means a concern raised by an employee or group of employees of the Company, through a written communication and made in good faith which discloses or demonstrates information about an unethical or improper activity under the title “SCOPE OF THE POLICY” with respect to the Company. It should be factual and not speculative or in the nature of an interpretation/ conclusion and should contain as much specific information as possible to allow for proper assessment of the nature and extent of the concern.

“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.

“Vigilance and Ethics Officer” means an officer appointed to receive protected disclosures from whistle blowers, maintaining records thereof, placing the same before the Committee for its disposal and informing the Whistle Blower the result thereof.

“Whistle Blower” is an employee or group of employees who make a Protected Disclosure under this Policy and also referred in this policy as complainant.

5. ELIGIBILTY

All stakeholders, including directors and employee(s) of the Company are eligible to make Protected Disclosures under the Policy in relation to matters concerning the Company. They may or may not indicate their names. In case they choose to remain anonymous, the Committee can take a call for further investigation based on the details furnished which make them reasonably believe that there is an element of truth in the whistle blower’s allegations.

6. RECEIPT AND DISPOSAL OF PROTECTED DISCLOSURES

All Protected Disclosures should be reported in writing (details mentioned below) by the complainant as soon as possible after the Whistle Blower becomes aware of the same so as to ensure a clear understanding of the issues raised. An anonymous reporting of suspected wrongdoing may be made if the complainant so desires. Details of Vigilance and Ethics Officer are mention below:

Dr. A K Mehra
ak.mehra@intsalitefinserv.in

All Protected Disclosures should be addressed to the Vigilance and Ethics Officer of the Company or to the Chairman of the Committee in exceptional cases or when the complaint is against the Vigilance and Ethics Officer.
The Protected Disclosure should be submitted in a closed and secured envelope and should be super scribed as “Protected Disclosure under the Whistle Blower Policy/ Vigil Mechanism”. Alternatively, the same can also be sent through email with the subject “Protected Disclosure under the Whistle Blower Policy/ Vigil Mechanism”. In order to protect identity of the complainant, the Vigilance and Ethics Officer will not issue any acknowledgement to the Whistle Blower and they are advised neither to write their name/ address on the envelope nor enter into any further correspondence with the Vigilance and Ethics Officer. The Vigilance and Ethics Officer shall assure that in case any further clarification is required he will get in touch with the complainant.
On receipt of the protected disclosure the Vigilance and Ethics Officer/ Chairman of the Committee, as the case may be, shall make a record of the Protected Disclosure and also ascertain from the complainant whether he was the person who made the protected disclosure or not. He/She shall also carry out initial investigation either himself or by involving any other Officer of the Company or an outside agency before referring the matter to the Committee of the Company for further appropriate investigation and needful action. The record will include:
Brief facts;
Whether the same Protected Disclosure was raised previously by anyone, and ifso, the outcome thereof;
Whether the same Protected Disclosure was raised previously on the same subject;
Details of actions taken by Vigilance and Ethics Officer/ Chairman for processing the complaint
Findings of the Committee
The recommendations of the Committee/ other action(s).

7. INVESTIGATION

All Protected Disclosures under this Policy will be recorded as detailed above and thoroughly investigated. The Committee may investigate and may at its discretion consider involving any other Officer of the Company and/ or an outside agency for the purpose of investigation.
The decision to conduct an investigation is by itself not an accusation and is to be treated as a neutral fact- finding process.
Subject(s) will normally be informed in writing of the allegations at the outset of a formal investigation and have opportunities for providing their inputs during the investigation.
Subject(s) shall have a duty to co-operate with the Committee or any of the Officers appointed by it in this regard.
Subject(s) have a right to consult with a person or persons of their choice, other than the Vigilance and Ethics Officer/ Investigators and/ or members of the Committee.
Subject(s) have a responsibility not to interfere with the investigation. Evidence shall not be withheld, destroyed or tampered with and witness shall not be influenced, coached, threatened or intimidated by the subject(s).
Unless there are compelling reasons not to do so, subject(s) will be given the opportunity to respond to material findings contained in the investigation report. No allegation of wrong doing against a subject(s) shall be considered as maintainable unless there is good evidence in support of the allegation.
Subject(s) have a right to be informed of the outcome of the investigations. If allegations are not sustained, the Subject should be consulted as to whether public disclosure of the investigation results would be in the best interest of the Subject and the Company.
The investigation shall be completed normally within 90 days of the receipt of the protected disclosure and is extendable by such period as the Committee deems fit.

8. DECISION AND REPORTING

If an investigation leads the Vigilance and Ethics Officer/ Chairman of the Committee to conclude that an improper or unethical act has been committed, the Vigilance and Ethics Officer/ Chairman of the Committee shall recommend to the management of the Company to take such disciplinary or corrective action as may deem fit. It is clarified that any disciplinary or corrective action initiated against the Subject as a result of the findings of an investigation pursuant to this Policy shall adhere to the applicable personnel or staff conduct and disciplinary procedures.
The Vigilance and Ethics Officer shall submit a report to the Chairman of the Committee on a regular basis about all Protected Disclosures referred to him/her since the last report together with the results of investigations, if any.
In case the Subject is the Chairman of the Committee after examining the Protected Disclosure shall forward the protected disclosure to other members of the Committee if deemed fit. The Committee shall appropriately and expeditiously investigate the Protected Disclosure.
If the report of investigation is not to the satisfaction of the complainant, the complainant has the right to report the event to the appropriate legal or investigating agency.
A complainant who makes false allegations of unethical & improper practices or about alleged wrongful conduct of the subject to the Vigilance and Ethics Officer or the Committee shall be subject to appropriate disciplinary action in accordance with the rules, procedures and policies of the Company.

9. PROTECTION

No unfair treatment will be meted out to a Whistle Blower by virtue of his/ her having reported a Protected Disclosure under this policy. The Company, as a policy, condemns any kind of discrimination, harassment, victimization or any other unfair employment practice being adopted against Whistle Blowers. Complete protection will, therefore, be given to Whistle Blowers against any unfair practice like retaliation, threat or intimidation of termination/ suspension of service, disciplinary action, transfer, demotion, refusal of promotion 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. The Company will take steps to minimize difficulties, which the Whistle Blower may experience as a result of making the Protected Disclosure. Thus, if the Whistle Blower is required to give evidence in criminal or disciplinary proceedings, the Company will arrange for the Whistle Blower to receive advice about the procedure, etc.
A Whistle Blower may report any violation of the above clause to the Chairman of the Committee, who shall investigate into the same and recommend suitable action to the management.
The identity of the Whistle Blower/complainant shall be kept confidential to the extent possible and permitted under law. The identity of the complainant will not be revealed unless he himself has made either his details public or disclosed his identity to any other office or authority. In the event of the identity of the complainant being disclosed, the Committee is authorized to initiate appropriate action as per extant regulations against the person or agency making such disclosure. The identity of the Whistle Blower, if known, shall remain confidential to those persons directly involved in applying this policy, unless the issue requires investigation by law enforcement agencies, in which case members of the organization are subject to subpoena.
Provided however that the complainant before making a complaint has reasonable belief that an issue exists and he has acted in good faith. Any complaint not made in good faith as assessed as such by the Audit Committee shall be viewed seriously and the complainant shall be subject to disciplinary action as per the Rules/ certified standing orders of the Company. This policy does not protect an employee from an adverse action taken independent of his disclosure of unethical and improper practice etc. unrelated to a disclosure made pursuant to this policy.
The User undertakes that :

10. 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 period of 5 (five) years or such other period as specified by any other law in force, whichever is more.

11. ADMINISTRATION AND REVIEW OF THE POLICY:

The Chairman of the Committee shall be responsible for the administration, interpretation, application and review of this policy. The Chairman of the Committee also shall be empowered to bring about necessary changes to this Policy, if required at any stage with the concurrence of the Committee.

12.AMENDMENT

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.