Whistle Blower Policy

1. Introduction

This policy seeks to define and establish a framework for reporting instances of unethical/ improper conduct, to provide adequate safeguards against victimization of employees and directors who avail the vigil mechanism, to provide for direct access to the director, Mr. Rahul Bahri (“Director”), nominated to play the role of audit committee of the Company and for taking suitable action to investigate and remedy the aforesaid within the Company (“Policy”).
This Policy has been drafted in line with the requirements of the provisions of the Companies Act, 2013 read with rules framed thereunder (“Companies Act”).

2. Scope and Coverage

(a) Procedure to disclose any suspected unethical and/or improper practice taking place anywhere in the Company.
(b) Protection available to the person making such Disclosure in good faith.
(c) Mechanism for taking action and reporting on such Disclosures to the Director.
(d) Relevant authority and its powers to review Disclosures and direct corrective action relating to such Disclosures.

3. Objective

(a) The Company seeks to maintain the highest ethical and business standards in the course of conduct of its business by promoting transparency and ethical conduct in all spheres of business operations/activity.
(b) This Policy seeks to provide a mechanism for the Company’s stakeholders including its directors, employees, staff, to disclose any unethical and/or improper practice(s) taking place in the Company, for appropriate action and reporting. Through this Policy, the Company provides the necessary safeguards to all Whistle-Blowers for making Disclosures in good faith.

4. Definitions

The definitions of some of the key terms used in this Policy are given below:
(a) “Board” means the board of directors of the Company.
(b) “CEO” means chief executive officer of the Company.
(c) “Company” means Respo Financial Capital Private Limited.
(d) “Disclosure” means any communication in relation to an Unethical Practice (including anonymous disclosures, by any means) made in good faith by the Whistle-Blower to the designated authority under this Policy.
(e) “Subject” means a person who has engaged in, or is subjected to Unethical Practice, against or in relation to whom a Disclosure is made under this Policy.
(f) “Unethical Practice” means and includes, but is not limited to, the following suspected activities / improper practices being followed in the Company:

(i) Manipulation of Company’s data / records.
(ii) Abuse of authority at any defined level in the Company.
(iii) Disclosure of confidential / proprietary information to unauthorized persons.
(iv) Any violation of applicable laws and regulations by the Company, thereby exposing the Company to penalties/ fines.
(v) Any instances of misappropriation of Company assets.
(vi) Activity violating any laid-down Company Policy.
(vii) Indulging in corrupt practices, misappropriation, fraudulent conversion and the like breaching/subverting the rules and procedures for personal gain committed singly or in concert.
(viii) Gender-related misconduct/harassment of any kind including physical/mental abuse.
(ix) Malicious acts, slander, libel and such acts as may cause injury to the reputation or business interests of the Company.
(x) Any other activities whether unethical or improper in nature and injurious to the interests of the Company.

(g) “Whistle-Blower” means any employee, director or staff of the Company, making a Disclosure under this Policy.

5. Applicability

This Policy is applicable to the following:
(a) All employees, staff and directors of the Company.

6. Procedure for Reporting

(a) Any stakeholder of the company, including employee and directors, of the Company may make a Disclosure under this Policy, duly addressed to the person identified below:

Name: Mr. Rahul Bahri

Address: 2nd Floor Dyna Business Park, MIDC, Andheri (East), Chakala MIDC, Mumbai, Maharashtra, India, 400093

Email ID: [email protected]

(b) Any Disclosures under this Policy to be made against the person identified above may be addressed to the person identified below:

Name: Mr. Yogi Sadana, chief executive officer

Address: 2nd Floor Dyna Business Park, MIDC, Andheri (East), Chakala MIDC, Mumbai, Maharashtra, India, 400093

Email ID: [email protected]

(c) The complaints addressed to the above email will be reviewed by the Director nominated by the Board or the person identified above, in case the Disclosure under this Policy is made against the Director.

(d) The Director nominated by the Board may form a committee or identify a person to carry out investigation for resolution of complaints/Disclosure under this Policy.

(e) If the Director or any other director, or any of the members of the committee formed by the Director have a conflict of interest in a given case, they should recuse themselves and the other members of the committee or such other persons identified by the non-conflicted members/ directors would deal with the matter on hand.

7. While making the Disclosure, the Whistle-Blower should take into consideration the applicable rules articulated under this Policy:

(a) It is strongly advised that the Whistle-Blower discloses his/her identity in a covering letter addressed to the Director of the Company to ensure timely resolution of the issue and also to ensure that adequate protection is granted to him/her under the relevant provisions of this Policy.

(b) The Whistle-Blower must address the following issues while reporting any Disclosures under this Policy:
(i) The Disclosures made should bring out a clear understanding of the issue being raised.
(ii) The Disclosures made should not be merely speculative in nature but should be true and based on actual facts.
(iii) The Disclosure made should not be in the nature of a conjecture and should contain as much specific information as possible to allow for proper conduct of the inquiry/investigation.
(iv) The Disclosure made must be bona fide and Disclosures with mala fide intent will be rejected.

(c) The Whistle-Blower having made a Disclosure will not prevaricate there from under pressure or otherwise and such acts will be construed as infidelity.

(d) Protection to Whistle-Blower: The following will be ensured to protect the Whistle-Blower:
(i) The identity of the Whistle-Blower, Subject and any other employee assisting the inquiry/investigation will be kept confidential at all times, except during the course of any legal proceedings, or if required under applicable laws, where a Disclosure/statement is required to be made/ filed. Where Disclosure is made on the basis of anonymity, the Company will rely only on the evidence gathered during the investigation process.
(ii) The Company, as a Policy, strongly condemns any kind of discrimination, harassment or any other unfair employment practice being adopted against the Whistle-Blowers for Disclosures made under this Policy. No unfair treatment will be meted out to the Whistle-Blower by virtue of his/her having reported a Disclosure under this Policy and the Company will ensure that full protection has been granted to him/her against:
• Unfair employment practices like retaliation, threat or intimidation of termination/suspension of services, etc;
• Disciplinary action including transfer, demotion, refusal of promotion, etc.;
• Direct or indirect abuse of authority to obstruct the Whistle-Blowers right to continue performance of his duties/functions during routine daily operations, including making further Disclosures under this Policy.

(e) The Whistle-Blower may also report any violation of the above clause to the person identified herein (who may direct an investigation into the matter and recommend suitable action to the management of the Company). Employees of the Company may report genuine concerns directly to Mr. Yogi Sadana, chief executive officer , in exceptional cases.

8. Management Action on False Disclosures

(a) If an employee knowingly makes false Disclosures under this Policy, such employee will be subject to disciplinary action on the terms deemed fit by the management of the Company.
(b) In case of repeated frivolous complaints being filed by a director or an employee, the Director may take suitable action against the concerned director or employee including reprimand.

9. Reporting

(a) If an investigation leads to a conclusion that a malpractice, misconduct, illegal or improper conduct, Unethical Practice or act has been committed, the committee/person conducting the investigation will submit the report of the investigation to Mr. Yogi Sadana, chief executive office (“Approving Authority”). The Approving Authority will decide on the disciplinary or corrective action, if any, that needs to be taken.

(b) All instances of Disclosures noted as part of this Policy, including the findings/status of all the inquiries made / investigations initiated against such Disclosures will be documented and a final report will be submitted to the Board on a quarterly basis, highlighting the following:
(i) The nature of reported Disclosures made under this Policy for the present quarter and the action proposed/taken thereon.
(ii) The status of prior and current period reported Disclosures and the action taken thereon and reasons for delay with respect to pending cases.
(iii) The results/status of any investigations/inquiries in reference to the Disclosures; and
(iv) Any other matter.

10. Rewards to Whistle-Blower

For significant Disclosures, management of the Company at their sole discretion may offer rewards to the Whistle-Blower’ in the form of monetary awards and/ or career path advancement, based on skills and capability.

11. Retention of documents

All Disclosures made by the Whistle-Blower or documents obtained during the course of the inquiry/investigation along with the results of the investigation relating thereto will be retained by the Company for a minimum period of eight years under the custody of the company secretary.

12. Administration and Review of the Policy

The Director will be responsible for the administration, interpretation, application and review of this Policy. Further, the Director will ensure that the stakeholders, including directors and employees of the Company are aware of such Policy.

13. Amendments

The Company reserves the right to amend, modify or revise this Policy at any time with approval of Board. Where any amendment is required by way of any change in law, such change in law will be deemed to be incorporated into this Policy until the required amendment of this Policy is made.

14. Disclosures

The details of establishment of such mechanism/ the Policy will be disclosed by the company on its website and in the Board’s report.