INDIANOIL PETRONAS PRIVATE LIMITED

(VIGIL MECHANISM POLICY)

1.BACKGROUND

As per Sub section (9) and ( 10) of section 177 of Companies Act, 2013 read with Rule 7 of (Companies Meeting of Board and Its Power) Rules, 2014. Every Listed Company and the Companies which accept deposits from the public and the Companies which have borrowed money from banks and public financial institutions in excess of fifty crore rupees shall establish a Vigil Mechanism in the Company.

2.POLICY OBJECTIVES.

A Vigil mechanism provides a channel to the employees to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the Codes of conduct or policy. The mechanism provides for adequate safeguards against victimization of employees to avail of the mechanism and also provide for direct access to the director nominated to play the role of Audit Committee, as provided in Rule 7, in appropriate or exceptional cases.

3.SCOPE OF THE POLICY.

This Policy covers reporting by whistle blowers the malpractices and events which have taken place or suspected to have taken place, misuse or abuse of authority, fraud or suspected fraud, manipulations, negligence causing danger to public health and safety, misappropriation of monies, assets and other matters or activity on account of which the interest of the Company is affected.

4.DEFINITIONS.

4.1."Alleged wrongful conduct" shall mean violation of law, misappropriation of monies, actual or suspected fraud, substantial and specific danger to public health and safety or abuse of authority".

4.2. "Nominated Director" means a Director Nominated by the Board of Directors of the Company to play the role of audit committee for purpose of vigil mechanism to whom other directors and employee may report their concerns.

4.3. "Board" means the Board of Directors of the Company

4.4. "Company" means IndianOil Petronas Private Limited.

4.5. "Employee" means all the present employees and Directors of the whole time employment of the Company.

4.6. "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. However, the Protected Disclosures should be factual and not speculative or in the nature of an interpretation I conclusion and should contain as much specific information as possible to allow for proper assessment of the nature and extent of the concern.

4.7. "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.

4.8. "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. RECEIPT AND DISPOSAL OF PROTECTED DISCLOSURES.

5.1. Protected Disclosures should be reported in writing by the complainant after he / she / they become(s) aware of the same. The complainant should have clear understanding of the issues raised and should either be typed or write in a legible handwriting in English or in Hindi.

5.2. The Protected Disclosure should be submitted in a closed and secured envelope and should be super scribed as "Protected disclosure under the vigil mechanism policy", If the complaint is not super scribed and closed as mentioned above it will not be possible for the Director Nominated to protect the complainant and the protected disclosure will be dealt with as if a normal disclosure.

In order to protect the identity of the complainant, the Nominated Director will not issue any acknowledgement to the complainant and the complainant are advised neither to write the name / address of the complainant on the envelope nor to enter into any further correspondence. However, Nominated Director will get in touch with the complainant in case any further clarification is required.

5.3. Anonymous / Pseudonymous disclosure shall not be entertained by the Nominated Director.

5.4. The Protected Disclosure should be forwarded under a covering letter signed by the complainant. The Nominated Director shall detach the covering letter bearing the identity of the whistle blower and process only the Protected Disclosure.

5.5. All Protected Disclosures should be addressed to the Nominated Director of the Company Mr. Sukhendu Majumdar who has been nominated by the Board of Directors of the Company at its Meeting held on or by way of Circular Resolution passed on 6th January 2015.

5.6 On receipt of the protected disclosure Nominated Director shall make a record of the Protected Disclosure and also ascertain from the complainant whether he / she / they was / were the person who made the protected disclosure or not before referring for investigation and needful action. The record will include:

  • a) Brief facts;
  • b) Whether the same Protected Disclosure was raised previously by anyone, and if so, the outcome thereof;
  • c) Findings of the Nominated Director;
  • d) The recommendations of the Nominated Director / other action(s).

5.7 The Nominated Director if deemed fit may call for further information or particulars from the complainant.

6. INVESTIGATION

6.1. All protected disclosures under this policy will be recorded and thoroughly investigated. The Nominated Director may investigate himself or through his nominated person / committee.

6.2. The decision to conduct an investigation taken by the Nominated Director is by itself not an accusation and is to be treated as a neutral fact finding process.

6.3. 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.

6.4. Subject(s) shall have a duty to co-operate with the Nominated Director in this regard to the extent that such cooperation will not compromise self incrimination protections available under the applicable laws.

6.5. 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).

6.6. The investigation shall be completed normally within 30 days of the receipt of the protected disclosure and is extendable by such period as the Nominated Director deems fit and as applicable.

7. DECISION AND REPORTING'

7.1. Nominated Director after examination matter will take further appropriate action in this regard or shall close the matter, for which he shall record the reasons. Copy of above decision shall be addressed to the complainant and the subject.

7.2. A complainant who makes false allegations of unethical & improper practices or about wrongful conduct of the subject to the Nominated Director shall be subject to appropriate disciplinary action in accordance with procedures and policies of the Company from time to time. In case of repeated frivolous complaints made by an employee, the Nominated Director may take suitable action against the employee including reprimand.

8. SECRECY / CONFIDENTIALITY.

The complainant, Nominated Director, the Subject and everybody involved in the process shall

  • (a) Maintain confidentiality of all matters under this Policy
  • (b) Discuss only to the extent or with those persons as required under this policy for completing the process of investigations.
  • (c) Not keep the papers unattended anywhere at any time
  • (d) Keep the electronic mails / files under password.

9. PROTECTION.

9.1. 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 to obstruct the Whistle Blower's right to continue to perform his duties / functions including making further Protected Disclosure.

9.2. Any other Employee assisting in the said investigation shall also be protected to the same extent as the Whistle Blower.

10. RETENTION OF DOCUMENTS.

All Protected disclosures documented along with the results of Investigation relating thereto, shall be retained by the Nominated Director for a period of 3 (three) years or such other period as specified by and other law in force, whichever is more.

11. TENURE OF NOMINATED DIRECTOR

The tenure of Nominated Director will be till the cessation of his directorship in the Company or for a period of 3 years (three) years from the date of his nomination whichever is earlier. Thereafter, the Company Secretary will put agenda to the Board for its approval for fresh nomination of Director.

12. ADMINISTRATION AND REVIEW OF THE POLICY.

The Nominated Director shall be responsible for the administration, interpretation, application and review of this policy. The Nominated Director also shall be empowered to bring about necessary changes to this Policy with the approval of the Board.