Be A Whistle Blower

JAY BHARAT MARUTI LIMITED

WHISTLE BLOWER POLICY

If you suspect any inappropriate activity such as loss to company’s property, corruption, fraud
or violation of Company’s Code of Conduct, we request you to inform your suspicions or
concerns by promptly informing us at the following address:

e-mail: [email protected] or Letter: The Vigilance Officer

Jay Bharat Maruti Limited
601, Hemkunt Chambers,
89, Nehru Place,
New Delhi – 110019.

Note: Identity of the Whistle Blower would be kept confidential

Be a well wisher of Jay Bharat Maruti Limited

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 JAY BHARAT MARUTI LIMITED

WHISTLE BLOWER POLICY

1. Preface:
As a part of effective Corporate Governance, Whistle Blower Policy has been
mooted in terms of which Jay Bharat Maruti Limited has established a vigil
mechanism for staff members and Directors of the Company to report, in good
faith, to the Audit Committee, concerns about the unethical behavior, actual
or suspected fraud or violation of the Company’s code of conduct.

The Company is committed to develop a culture where it is safe for all

employees to raise concerns about any poor or unacceptable practice and any
event of misconduct.

Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies
(Meetings of Board and its powers) Rules, 2014, Regulation 22 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“LODR
Regulations”) and Regulation 9A of SEBI (Prohibition of Insider Trading)
Regulations, 2015 (“PIT Regulations”), requires every listed company to
establish a vigil mechanism for its shareholders, including individual
employees, their representative bodies and the directors to report genuine
concerns, and to freely communicate their concerns about illegal and unethical
practices.

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 The policy provides adequate safeguards against victimization of the
employees and Directors who avail of the vigil mechanism also provide for
direct access to the Chairman of the Audit Committee.

The policy neither releases employees from their duty of confidentiality in the
course of their work, nor is it a route for taking up a grievance about a
personal situation.

This policy provide a platform for employees of the Company to raise concerns
or complaints to the management of the Company of any incident or violation,
in relation to actual or suspected violations of applicable laws and regulations
including Company’s Code of Conduct for prevention of insider trading.

2. Objective:
i. Compliance with Rules and Regulations: Our Organization has
responsibility to all its stakeholders to conduct its affairs in compliance with
the laws and regulations to which it is subject. Following ethical practices
besides compliance with the laws and regulations, instills confidence in its
employees, customers and others who conduct business with us.

ii. Promoting Honesty & Integrity: In our Organization, we do the business

with integrity of our products, services and personal character. We don’t
seek business by trying to corrupt the judgment of our customers. We act
with honesty, fairness, respect & safety furthering a culture of
unquestioned integrity, which in turn strengthens relationship across
businesses and functions.
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 iii. Promoting Culture of openness: Whistle-Blower policy is a vigil mechanism,
which will encourage employees and directors disclosing fraud or
corruption to the Audit Committee thereby encouraging a culture of
openness within the organization.

3. Applicability:
This policy is applicable for all the employees and Directors of the Company
including expatriates in India and abroad.

4. Scope of the Policy:

The policy covers malpractices and events, which have taken place/suspected
to take place involving:-
i. Abuse of Authority
ii. Breach of Contract
iii. Negligence causing substantial and specific danger to public health and
safety
iv. Manipulation of Company data/records
v. Financial irregularities, including fraud, or suspected fraud
vi. Criminal offence
vii. Pilferage of confidential / propriety information
viii. Deliberate violation of laws /regulations
ix. Wastage/misappropriation of company funds/assets
x. Breach of employee Code of Conduct or Rules
xi. A breach of Code of conduct for insider trading
xii. Any kind of communication, allowing access to or procurement of unpublished
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 price sensitive information as referred under Regulation 3 of the PIT
Regulations and any other act which may amount to misuse of unpublished
price sensitive information or is prohibited under the PIT Regulations; and Any
other unethical, biased, favoured, imprudent events

5. Responsibility:
The Vigilance Department of the Company will be responsible for the purpose
of receiving all complaints under this policy and ensuring appropriate action.

6. Whistle Blower:
An employee or a Director making a disclosure, about an improper practice,
under this policy is referred to as a whistle blower.

The whistle blower’s role is that of a reporting party. He/She is not an

investigator or fact finder, nor does he/she determine the appropriate
corrective or remedial action that may be warranted.

7. Process Guidelines:-

Mode of Reporting
· Employees/Directors can make Protected Disclosure to Ombudsperson,
as soon as possible but not later than 30 consecutive days after
becoming aware of the same in the format as per Annexure -1 attached.
· Protected disclosure can be made by letter/ e-mail, telephonically or in
person. However, all reports are encouraged to be made in
writing/email, so as to ensure clear understanding of the issues raised.
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 Oral or telephonic conversation should be followed by e-mail or by a
letter.
· Concerns can be e-mailed to:
[email protected]

Or
· Can be addressed to the Ombudsperson by a letter to the below
mentioned Address:

Mr. Anand Swaroop

M/s Jay Bharat Maruti Ltd.
601, Hemkunt Chambers
89, Nehru Place, New Delhi – 110019.

· Whistle Blower must put his/her name to allegations. Concerns expressed

anonymously WILL NOT BE investigated.

· If initial enquiries by the Ombudsperson indicate that the concern has no

basis, or it is not a matter to be investigated/ pursued under this Policy,
it may be dismissed at this stage and the decision is documented.

· Where initial enquiries indicate that further investigation is necessary,

this will be carried through either by the Ombudsperson alone, or by a
Whistle Officer nominated by the Ombudsperson for this purpose. The
investigation would be conducted in a fair manner, as a neutral fact
finding process and without presumption of guilt. A written report of the
findings would be made.

· The letter of disclosure will not form part of the evidence to be adduced

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 in a Domestic inquiry, to be initiated against the staff members in a
departmental inquiry.

· Name of the Whistle Blower shall not be disclosed to the Investigation

Committee.

8. Actions to be taken by the Investigation Committee:

The Investigating Officer shall have the right to access all the information and
records, maintained both in the hard and soft copies, inclusive of the
Desktops, Laptops, etc.

The Committee shall make a detailed written record of the Protected

Disclosure. The record will include the following:

· Facts of the matter;

· Whether the same protected disclosure was raised previously by anyone,

and if so, the outcome thereof;

· Whether any protected disclosure was raised previously against the same
investigation subject. The financial/ otherwise loss which has been
incurred / would have been incurred by the Company.

· Findings of the Committee;

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 · The recommendations of the Committee on disciplinary/other action(s).

· The Committee shall finalize and submit the report to the Audit Committee
within 15 days of being nominated/appointed.

· On submission of report, the Committee shall discuss the matter with the
Audit Committee which shall:-

- In case the Protected Disclosure is proved, accept the findings of the

Committee and recommend to Chairman of the Audit Committee such
disciplinary action as it may think fit and take preventive measures to
avoid re-occurrence of the matter;

- In case the Protected Disclosure is not proved, extinguish the matter;

or
- Depending upon the seriousness of the matter, the Investigation
committee may refer the matter to the Audit Committee with
proposed disciplinary action/counter measures. In case the Audit
Committee thinks that the matter is too serious, it can further place
the matter before the Chairman of the Audit Committee with its
recommendations. The Chairman may decide the matter as it deems
fit.

9. Protection & Rights and Responsibilities of Whistle Blower:

· No unfair treatment will be meted out to a Whistle Blower by virtue of

his/her having reported a Protected Disclosure under this Policy.
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· The Company, as a policy, condemns any kind of discrimination,
harassment, victimization or any other unfair employment practice being
adopted against Whistle Blower.

· Complete protection will, therefore, be given to Whistle Blower against any

unfair practice like retaliation, threat or intimidation of termination /
suspension of service, disciplinary action, transfer, demotion, refusal of
promotion, discrimination, any type of harassment, biased behavior 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.

· The motive of the whistle blower is not relevant for consideration of the
validity of the disclosure. Rather the disclosure is relevant. However, the
intentional filing of a false report by the whistle blower is considered an
irregular practice and the Audit Committee has a right to take appropriate
disciplinary action.

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 · The identity of the Whistle Blower shall be kept confidential. However,
whistle blower needs to be cautioned that his identify may become
known for reasons beyond the control of the designated Authority or the
Investigators.

· Any other employee assisting in the said investigation or furnishing

evidence shall also be protected to the same extent as the whistle blower.
· A whistle blower shall not ventilate to outsiders the disclosure made under
the Policy.

10. Prevention of misuse of Policy:

· The protected disclosure made by the Whistle Blower must be genuine

with adequate supporting proof. The information provided by the whistle
blower should be on the basis of a direct first-hand experience of the
whistle blower. It should not be based on any secondary source such as
grapevine or any other form of informal communication.

· It is advised that matters related to interpersonal issues, service conditions,

organizational policies etc. should not be reported under this policy as
they are covered under the existing organization channels. The Whistle
Blower Policy should be used for grave and serious violations of the
Company’s Code of Conduct.

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 · Any employee of the Company who has earlier made any protected
disclosure, which have been subsequently found to be mala fide or
malicious, will be disqualified from reporting further protected disclosures
under this Policy.

11. Legitimate Employment Action:

This Policy shall not be used as defense by a staff member / Director, against
whom an adverse personal action has been initiated for legitimate reasons or
cause, under the Company’s Rules and Regulations. It shall not be a violation
of this Policy to take adverse personal action against an employee / Director
whose conduct or performance warrants action independent of his / her role
as a whistle blower.

12. Secrecy / Confidentiality

The Whistle Blower, the Whistle Officer and every one involved in the
process shall:

i. maintain complete confidentiality / secrecy of the matter.

ii. not discuss the matter in any informal / social gathering / meetings.

iii. discuss only to the extent or with the persons required for the purpose of
completing the process and investigations.

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 iv. not keep the paper unattended anywhere at any time.

v. keep the electronic mails / files under password.

If anyone found not complying with the above, he/she shall be held liable for
such disciplinary action as is considered fit.

13. Reporting:
A quarterly report with number of complaints received under the Policy and
their outcome shall be placed before the Chairman of the Audit Committee.

14. Review of the Policy:

The Policy shall be reviewed based on further regulatory guidelines and
operational experience. The Management has the right to amend or modify
this Policy in whole or in part, at any time without assigning any reason,
whatsoever.

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 Annexure – 1

Disclosure of actual or suspected fraud / malpractice or violation of the

Company’s Code of Conduct:
1 Name of the employee(s) / Director(s)
indulging in violation
2 His/ her/ their Designation
3 Name of the office he/she is /they
are working
4 Details of violation
5 If the disclosure is made earlier, date of
such disclosure
6 Name of the whistle blower
7 Designation
8 Signature
9 Date

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 PROCESS FLOW CHART OF WHISTLE BLOWER POLICY

Complaints-by
Whistle Blowers

Information
(By e-mail / letter)
Qualifying Case Non Qualifying Case
Vigilance Department

Vigilance Case Information Closure

Vigilance Department Submission of Matter to be closed,

(Investigation and findings) decision documented
Investigation Report to
Management

Non Vigilance Case

Document the inference for

correction in the system
Matter referred to the concerned
Department and Documented

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