VIGIL MECHANISM/ WHISTLE BLOWER POLICY OF IRM ENERGY PRIVATE LIMITED

1.0 Background

IRM Energy Private Limited (“the Company” or “IRMEPL”) believes in the conduct of the affairs to be fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior.

As per the requirements of the Section 177 of the Companies Act, 2013, the Company is required to establish Vigil Mechanism through whistle blower policy forDirectors and Employees to report the genuine concerns as per the provisions of the section 177 of the Act in such manner as may be prescribed.

Accordingly, this Whistle Blower Policy (“the Policy”) has been formulated with a view to provide a mechanism to employees, customers, and/or third-party intermediaries such as agents and consultants, vendors of the Company to submit confidential and/or anonymous complaints.

2.0 OBJECTIVE OF THE POLICY

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

To maintain the standards and objectives mentioned above, the Company encourages its Directors and Employees who have genuine concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment.

A Vigil (Whistle Blower) Mechanism provides a channel to the Employees and Directors to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the Codes of Conduct or Policy or leak of unpublished price sensitive information pertaining to the Company. The mechanism provides for adequate safeguards against victimization of Employees and Directors to avail of the mechanism and also provide for direct access to the Chairperson of the Audit Committee in exceptional cases.

3.0 DEFINITIONS

The definitions of the key terms used in this Policy are given below. [Terms not defined herein below shall have the meaning assigned to them under the Policies/ Act.]

“Director” means a director as defined under Section 2 (34) of the Companies Act, 2013.

“Employee” means every employee of the Company (whether working in India or abroad), including the Directors in the whole-time employment of the Company.

“Investigators” means those persons authorized, appointed, consulted or approached by the Chairman of the Company or Chairman of the Audit Committee or the Auditors of the Company and the Police.

“Investigators” means those persons authorized, appointed, consulted or approached by the Chairman of the Company or Chairman of the Audit Committee or the Auditors of the Company and the Police.

“Protected Disclosure” means any communication made in good faith that discloses or demonstrates information that may evidence illegal or unethical behaviour, actual or suspected fraud or violation of the Company’s Codes or Policies or any improper activity.

“Subject” means a person against or in relation to whom a Protected Disclosure has been made or evidence gathered during the course of an investigation.

“Whistle Blower” means a Director or Employee making a Protected Disclosure under this Policy.

4.0 SCOPE OF THE POLICY

The Policy covers any concern with respect to unlawful or unethical or improper practice or act or activity that could have grave impact on the operations, performance of the business or reputation of the Company and may include, but is not limited to, any of the following:

  • (i) Abuse of authority by an employee or biased or favored approach or behavior;
  • (ii) Breach of contract with the company;
  • (iii) Negligence causing substantial and specific danger to public health and safety and the environment;
  • (iv) Manipulation of company data /records;
  • (v) Disclosure of confidential / proprietary information to unauthorized personnel;
  • (vi) Financial irregularities, including fraud, or suspected fraud;
  • (vii) Criminal activity or offence affecting operations or functioning of the Company;
  • (viii) Unauthorized disclosure of confidential information;
  • (ix) Deliberate violation of law/regulation/ legal obligation;
  • (x) Wastage/misappropriation of company funds/assets; and
  • (xi) Any other unethical, biased, favored or fraudulent activity.
5.0 ELIGIBILITY

All the Directors and Employees of the Company are eligible to make Protected Disclosures under the Policy. The Protected Disclosures may be in relation to matters concerning the Company.

6.0 PROCEDURE FOR REPORTING

(a) All Protected Disclosures should be addressed to the Chairman of the Company or Chairman of the Audit Committee of the Board of Directors of the Company.

(b) The contact details of the Chairman of the Company and Chairman of the Audit Committee are as under:

The Chairman,
IRM Energy Private Limited
4th Floor, Block 8, Magnet Corporate Park,
Nr, Zydus Hospital, S G Highway,
Ahmedabad – 380054, Gujarat.

The Chairman of Audit Committee,
IRM Energy Private Limited
4th Floor, Block 8, Magnet Corporate Park,
Nr, Zydus Hospital, S G Highway,
Ahmedabad – 380054, Gujarat.

(c) If a protected disclosure is received by any Executive(s) of the Company other than the Chairman of the Company or Chairman of the Audit Committee, the same should be forwarded to the Chairman of the Company or Chairman of the Audit Committee for further appropriate action.

Appropriate care must be taken to keep the identity of the Whistle Blower(s) confidential.

(d) Protected Disclosures should be reported in writing so as to ensure a clear understanding of the issues raised, be typed in English, Hindi or in the Regional Language of the place of employment of the Whistle Blower(s).

(e) The Protected Disclosure should be forwarded under a covering letter which shall bear the identity of the Whistle Blower(s). The Chairman of the Company or Chairman of the Audit Committee as the case may be, shall detach the covering letter and forward only the Protected Disclosure to the Investigators for investigation.

(f) Protected Disclosures should be factual and not speculative or in the nature of a conclusion, and should contain as much specific information as possible to allow for proper assessment of the nature and extent of the concern.

7.0 INVESTIGATION

(a) All Protected Disclosures reported under this Policy would be thoroughly investigated by the Investigators who would investigate/oversee the investigations.

(b) The Investigators may at his/its discretion, consider involving any Investigators for the purpose of investigation.

(c) The decision to conduct an investigation taken by the Investigators is by itself not an accusation and is to be treated as a neutral fact-finding process. The outcome of the investigation may or may not support the conclusion of the Whistle Blower that an improper or unethical act was committed.

(d) The identity of a Subject and the Whistle Blower would be kept confidential to the extent possible given the legitimate needs of law and the investigation.

(e) Subjects would normally be informed of the allegations at the outset of a formal investigation and have opportunities for providing their inputs during the investigation.

(f) Subjects shall have a duty to co-operate with the Investigators during investigation to the extent that such co-operation will not compromise self-incrimination protections available under the applicable laws.

(g) Subjects have a right to consult with a person or persons of their choice, other than the Chairman of the Company / Chairman of the Audit Committee /Investigators / the Whistle Blower(s).

(h) Subjects have a responsibility not to interfere with the investigation. Evidence shall not be withheld, destroyed or tampered with and witnesses shall not be influenced, coached, threatened or intimidated by the Subjects.

(i) Unless there are compelling reasons not to do so, Subjects would be given the opportunity to respond to material findings contained in an investigation report. No allegation of wrongdoing against a Subject shall be considered as maintainable unless there is good evidence in support of the allegation.

(j) Subjects have a right to be informed of the outcome of the investigation.

(k) The investigation shall be completed normally within 45 days of the receipt of the Protected Disclosure.

8.0 INVESTIGATORS

(a) Investigators are required to conduct a process towards fact-finding and analysis. Investigators shall derive their authority and access rights from this Policy when acting within the course and scope of their investigation.

(b) Technical and other resources may be drawn upon as necessary to augment the investigation. All Investigators shall be independent and unbiased both in fact and as perceived. Investigators have a duty of fairness, objectivity, thoroughness, ethical behaviour and observance of legal and professional standards.

(c) Investigations would be launched only after a preliminary review by the Chairman of the Company or Chairman of the Audit Committee as the case may be, which establishes that:

  • the alleged act constitutes an improper or unethical activity or conduct; and
  • the allegation is supported by information specific enough to be investigated or in cases where the allegation is not supported by specific information, it is felt that the concerned matter is worthy of Management review
9.0 PROTECTION
  • The identity of the Whistle Blower shall be kept confidential to the extent possible and permitted by law.
  • A Whistle Blower will not be at a disadvantage or treated unfairly or discriminated against for the reason of such whistle blow. The Company, as a policy, condemns any kind of discrimination, harassment, victimization or any other unfair employment practice being adopted against Whistleblowers. Complete protection will, therefore, be given to Whistleblowers against any unfair practice like retaliation, threat or intimidation of termination/suspension of service, transfer, demotion etc.
  • Any other person assisting in the investigation arising out of whistle blow will also be protected to the same extent as the Whistle Blower.
  • An employee who retaliates against someone who has reported a violation in good faith is subject to disciplinary action up to and including termination of employment specific information, it is felt that the concerned matter is worthy of Management review.
10.0 DECISION

If an investigation leads the Chairman of the Company or Chairman of the Audit Committee to conclude that an illegal or unethical behavior, actual or suspected fraud or violation of the Company’s Codes or Policies or any improper activity has taken place/has been committed, the Chairman of the Company or Chairman of the Audit Committee shall recommend to the Management of the Company to take such disciplinary or corrective action as the Chairman of the Company or Chairman of the Audit Committee may deem fit.

11.0 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 minimum period of three years.

12.0 AMENDMENT

Subject to the review of the amendment by the Audit Committee, the Board of Directors of the Company shall have the authority to amend or modify this Policy in whole or in part, at any time without assigning any reason, whatsoever and communicating the same to the Employees or any other stakeholders of the Company.