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Security Notice

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Whistle Blower Policy

• DEFINITIONS

India Factoring and Finance Solutions Private Limited (“Company”/ “IFFS”)

Represents IFFS, including all its offices and branches in India.

FIMBank Group

Represents FIMBank plc as the parent, including all subsidiaries and affiliates, locally and abroad.

Contract of Service

An agreement whether oral or in writing, in any form, whereby a person binds himself to render service or to do work for an employer, in return for remuneration.

Detrimental Action

For the purpose of this policy, detrimental action is defined as:

• Action causing injury, loss or damage; and, or

• Victimisation, intimidation or harassment; and, or

• Occupational detriment; and, or

• Malicious accusations and, or;

• Civil or criminal proceedings or disciplinary proceedings;

Employee

For the purpose of this policy, employee is defined as:

• Any person who has entered into or works under contract of service with IFFS and includes a contractor or a subcontractor who performs work or supplies a service or undertakes to perform any work or to supply services; and, or

• Any person who has undertaken personally to execute any work or service for, and under the immediate direction and control of another person, including an outworker but excluding work or service performed in a professional capacity to which an obligation of professional secrecy applies; and, or

• Any former employee; and, or

• Any person who is or was seconded by FIMBank; and, or

• Any candidate for employment who gets information concerning a serious threat to the public interest constituting an improper practice and the information has been acquired during the recruitment process or at another pre-contractual negotiating stage.

Improper Practice

For the purpose of this policy, improper practice is defined as:

• A person has failed, is failing or is likely to fail to comply with any legal obligation to which he is subject; or

• Conduct involving substantial risk to the public health or safety or the environment that would, if proven, constitute:

  • criminal offence;
  • reasonable grounds for dismissing or dispensing with, or otherwise terminating the services of an employee who was, or is, engaged in that conduct;
  • A corrupt practice has occurred or is likely to occur or to have occurred; or

• A criminal offence has been committed, is being committed or is likely to be committed; or

• A miscarriage of justice that has occurred, is occurring or is likely to occur; or

• Bribery has occurred or is likely to occur or to have occurred; or

• Information tending to show any matter falling within any one of the preceding paragraphs has been, is being or is likely to be deliberately concealed

Minor or trivial matters shall not fall under the protection of this policy

Occupational Detriment

For the purpose of this policy, occupational detriment is defined as:

• Being subjected to any disciplinary action including for breach of ethics or confidentiality;

• Being dismissed, suspended or demoted except where administratively or commercially justifiable for organisational reasons;

• Being transferred against his will or being refused transfer or promotion except where administratively or commercially justifiable for organisational reasons;

• Being subjected to a term or condition of employment or retirement which is altered or kept altered to his disadvantage;

• Being refused a reference or being provided with an adverse reference from his employer except where justifiable on the basis of performance;

• Being denied appointment to any employment, profession or office; or

• Being otherwise adversely affected in respect of his employment, profession or office, including employment opportunities and work security;

Whistleblower

An employee who makes a disclosure to a Whistleblowing Reporting Officer.

Whistleblowing Reporting Officer (“WBRO”)

The WBRO serves as an independent point of contact for any employee who has a concern about an integrity related issue. All cases of improper practices as set out in this policy should be reported to the WBRO. IFFS appointed the persons listed in APPENDIX I to this policy as WBRO.

• INTRODUCTION

Section 177 of the Companies Act, 2013 and the Rules thereunder, prescribes that (a) every listed company, (b) the Companies which accepts deposits from the public and (c) the Companies which have borrowed money from banks and public financial institutions in excess of Rupees Fifty Crores, shall establish a Whistle Blower policy/Vigil Mechanism for the directors and employees to report genuine concerns or grievances in relation to unethical behavior, actual or suspected fraud or violation of the company’s Code of Conduct or Ethics Policy. Such a vigil mechanism shall provide for adequate safeguards against victimization of directors and employees who avail of such mechanism and also make provisions for direct access to the Chairperson of the Audit Committee in exceptional cases.

IFFS has borrowed funds in excess of Rupees Fifty Crores, in compliance with the aforesaid provisions of the Companies Act, 2013 and the rules made thereunder, proposed to establish a Whistleblower Policy/ Vigil Mechanism and to formulate a policy for the same.

IFFS is committed to honesty and integrity and conducts its business in line with these expectations and in accordance with applicable laws and regulations. The Company recognises the value and importance of staff reporting suspected incidents and strongly supports these disclosures.

This policy is designed as a mechanism for individuals to voice concerns internally in a respectable and effective manner whenever they discover some information that might show improper practices being carried out by their employers or by employees employed by their employers.

The Whistleblowing policy will ensure that all employees are aware of the Whistle Blowers Protection Act, 2011 and amendments and how it applies.

• PURPOSE

The aim of this policy is to improve the systems and procedures and enhance the overall integrity and performance of the organisation through transparent policies and effective procedures. It will also encourage all employees to report improper practices without fear of retaliation from IFFS and in a way that would allow the WBRO to conduct an independent investigation into the matter. This policy will also allow IFFS to take appropriate action and consider reporting to the authorities.

• SCOPE OF POLICY

This policy does not apply to complaints associated with unsatisfactory probation and / or performance evaluations, work assignments or equal employment opportunities, unless in the view of the whistleblower, they are being used in retaliation to a disclosure. This policy shall not be used for raising malicious or unfounded allegations against other employees. This policy is applicable to all IFFS employees.

• ROLES & RESPONSIBILITIES

o Employees

All IFFS employees have a responsibility to report any known or suspected activity as defined under this policy. Employees must not undertake any action that is perceived to be victimisation or harassment of the whistleblower.

o Whistle Blowing Reporting Officer (“WBRO”) ? 

  • Provide general advice about the interpretation of the policy to any person wishing to make a disclosure of misconduct and/or improper practice as defined under this policy; ? 
  • Act as a point of contact for employees to handle queries, provide assistance or support during the disclosure process; ? 
  • Receive all phone calls, emails and letters from employees seeking to make a disclosure; ? 
  • Make arrangement for a disclosure to be made privately and discreetly, and if necessary outside the work environment;

• Receive any disclosure made verbally and/or in writing as defined under the procedures of this policy;

• Commit to writing disclosures made verbally;

• Impartially assess the allegation and determine whether it is a disclosure made in accordance with the procedures set in this policy;

• Take all necessary steps to ensure the identity of the whistleblower and the identity of the person/s subject to the allegation remain confidential;

• Liaise with the appropriate authorities if necessary;

• Carrying out the necessary investigation resulting from a disclosure;

• Keeping the whistleblower informed as to the progress of the investigation into the disclosed matter;

• Establishing and maintaining a confidential filing system;

• Taking all the necessary steps to ensure the private disclosure process is fair and just;

• If a disclosure leads to the detection of an improper practice which constitutes a crime or a contravention under any applicable law, the WBRO may refer the report to the police for investigation; and

• Should the subject matter of the report be rectified, there is no obligation on the WBRO to report such a matter.

• Internal Audit

Internal Audit will monitor the appropriate execution of this policy and its procedures.

• Protected Disclosure

Protected disclosures are internal or external disclosures made in writing related to misconduct or dishonest activities if:

• They are made in good faith;

• The whistleblower, at the time of the disclosure, truly believes that the information disclosed and any allegations contained in it are substantially true and demonstrate that the employee being reported committed a misconduct or improper practice;

• The disclosure is not made for personal gain.

Disclosures will not be considered as protected disclosures if and not limited to:

• the employee knowingly discloses information which he knows or ought to reasonably know is false;

• the information disclosed is protected by legal professional privilege

• the disclosure is made anonymously

IMPORTANT:

• No detrimental action will be taken against employees who make a protected disclosure.

• A whistleblower is not liable to any civil or criminal proceedings or to a disciplinary proceeding for having made a protected disclosure.

• If the perceived threat on which the disclosure was made did not materialise, or the whistleblower did not fully respect the procedures outlined in this policy, it will still be considered as a protected disclosure if the above conditions are met.

• No immunity can be offered to a whistleblower if he/she was the perpetrator or an accomplice to an improper practice.

• It is a criminal offence to provide false information.

• WBROs to whom a protected disclosure is made or referred to cannot disclose information that identifies or may lead to the identification of the whistleblower unless the whistleblower expressly consents in writing to the disclosure of that information.

• No court may order the disclosure of the identity of any whistleblower without his/her consent.

• A protected disclosure remains protected even when it is referred to another authority or to the police.

• Anonymous disclosures are strongly discouraged.

INTERNAL DISCLOSURE

Each IFFS employee has a responsibility to act with honesty and integrity and, as such, to report any failure or suspected failure that may come to their attention in the normal course of their duties. A disclosure is only a protected disclosure if it is made to the WBRO / Chairman of the Audit Committee as set out in the policy.

The WBRO serves as an independent point of contact for any member of staff who has a concern about an integrity related issue. All cases of failure (actual or suspected) as set out in this policy should be reported to him. All official reports have to be done by sending an email.

A Whistle Blower policy cannot be effective unless it is properly communicated to employees. The policy should be published on the website of the company.

Note - Should the Whistleblower have reasonable grounds to suspect that either of the WBROs is involved or associated with the person(s) committing improper practice, he/she can report to the Chairman of the Audit Committee. In these circumstances the Whistle Blower shall have right to access Chairman of the Audit Committee directly in appropriate or exceptional cases and the Chairman of the Audit Committee is authorized to prescribe suitable directions in this regard.

In case of a suspicion of Money Laundering and/or Terrorist Financing, one must still refer to the AML procedures and report to the MLRO.

• INVESTIGATION & ACTION

Investigations of failures or suspected failures will be investigated in an ethical, cost-effective and timely fashion and in compliance with relevant laws, regulations and internal guidelines governing enquiries of this nature.

Investigations of failures may subsequently result in appropriate action being taken. This may include the termination of contract with the employee and referral of the matter to the relevant authority for criminal, civil or disciplinary procedures.

The WBRO will inform the whistleblower of the status of the report within a reasonable time unless it is apparent that action has been taken in order to rectify the failure. In case the failure constitutes an illegal practice under any applicable law but has been rectified, the WBRO is under no obligation to report the failure to the authorities.

• PROTECTIONS & REMEDIES

  • An employee who can evidence being mistakenly identified as a whistleblower and consequently being subjected to detrimental action, shall also report this to the WBRO with all available supporting documentation to be reviewed for remedial action.
  • Upon the receipt of any complaint related to any detrimental action, the WBRO shall immediately initiate an investigation and take interim remedial action as suitable.
  • Protection under this Policy shall not mean protection from disciplinary action arising out of false allegations made by the whistleblower knowing it to be false or with mal-intention.
  • Disciplinary action, as per IFFSL policies shall be applied to participants deliberately disclosing wrongful information and / or participating in the Fraud, Corruption, or any misconduct/improper practice as specified in this Policy.

• RELATED DOCUMENTS

This policy should be read in conjunction with the following IFFS documents:

• Code of Conduct

• Employee Handbook

• REVIEW DATE

This policy shall be reviewed and approved by the board on an annual basis.