Vigil Mechanism/Whistle Blower Policy

PREAMBLE:

The Company had framed the Vigil Mechanism / Whistle Blower Policy (“hereinafter called the Policy”) for its Directors and Employees in compliance with the non-mandatory requirement of Clause 49 (II) (F) of the Listing Agreement and in accordance with Section 177 of the Companies Act, 2013, with a view to maintain the high standards of transparency in Corporate Governance and to enable the Directors and employees of Batliboi Ltd. (hereinafter called the “Company”) to have direct access to the Managing Director (“the MD”) or the Members (Directors) of the Audit Committee (hereinafter called the “Committee”).

Pursuant to the powers conferred under Securities and Exchange Board of India Act, 1992 and Securities Contracts Regulation Act, 1956, SEBI has vide its Notification No. SEBI/LAD-NRO/GN/2015-16/013 dated 2nd September, 2015 promulgated Listing Regulations known as Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, it shall wholly supersede the old clauses of Listing Agreement.

In compliance with the aforesaid requirement, the Board of Directors in its meeting held on 30th January, 2016, approved the replacement of the Vigil Mechanism / Whistle Blower Policy framed under Clause 49 (II) (F) of the Listing Agreement in pursuance with Regulation 22 read with Regulation 46(2) (e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 to the extent of amendments introduced.

Consequently, any future amendments / modifications shall take effect from the date stated therein.

As there is no change in the framework of the policy, the contents thereof shall remain the same and it shall be posted on the website of the Company.

However, an important aspect of accountability and transparency is a mechanism to enable Directors and Employees of the Company to voice concerns in a responsible and effective manner. Such a Vigil mechanism also provide for adequate safeguards against victimization of persons who use such mechanism.

Where an employees and Directors discovers information which he/she believes shows serious malpractice, impropriety, abuse or wrongdoing within the organization or violation of code of conduct then this information should be disclosed internally without fear of reprisal, and there should be arrangements to enable this to be done independently of the management, if desired (although in relatively minor instances the line manager would be the appropriate person to be informed).

The Company has therefore endorsed the provisions set out below so as to ensure that no employee of the Company should feel at a disadvantage in raising legitimates concerns.

SPIRIT OF THE POLICY:

Employees are often the first to realize that there may be something seriously wrong with regard to some decisions/policy of the Company where compromise has been made on issues relating to integrity within the Company or there are some other malpractices, impropriety, wrongdoings. However, the employee may be worried about raising such issues or may want to keep the concerns to himself/herself because he/she may consider that it is none of his/her business or that it is only a suspicion despite reasonable evidence. He/She may also feel that raising the matter would be disloyal to his/her colleagues, managers or his/her seniors/subordinates or to the Company itself. Also, he/she may decide to say something but find that he/she has not spoken to the right person, or he/she has raised the issue in the wrong way and are not sure what to do next.

This policy has been introduced by the Company to enable employees and Directors to raise their concerns about any malpractice, impropriety or abuse at an early stage and in the right way, without fear of victimization, subsequent discrimination or disadvantage. The policy is intended to encourage and enable the employees and Directors to raise concerns within the Company than overlooking the issues keeping the organizations’ interest in mind. It should be emphasized that this policy is intended to assist employees and Directors who believe they have discovered malpractice, impropriety or abuse. It is not designed to question financial or business decisions taken by the Company or any decision taken by the Company with regard to the employees’ increment/promotion unless there is apparent malpractice seen in such increments/promotions nor should it be used to reconsider any matters, which have already been addressed pursuant to disciplinary or other procedures of the Company. Policy should also be not used for raising malicious or unfounded allegations against colleagues.

In case of repeated frivolous complaints being filed by an employee or a director the committee may take suitable action against the concerned director or employee including reprimand.

SCOPE OF THE POLICY:

This Policy is designed to enable employees and Directors of the Company to raise concerns internally and at a high level and to disclose information, which the individual believes shows malpractice, impropriety, abuse or wrongdoing that could have grave impact on the operations and performance of the business of the Company. This policy is intended to deal with concerns which are at least initially to be investigated separately but might then lead to the invocation of other procedures e.g. disciplinary.

APPLICABILITY OF THE POLICY AND ITS EFFECTIVE DATE:

This policy applies to all permanent employees of the Company including those who are on probation and becomes effective with effect from June 25, 2007.

ASSURANCES UNDER THE POLICY:

If an employee raises genuine concern under this policy, he/she will not be at risk of losing his/her job nor will he/she be suffering from any form of retribution as a result. If one is acting in good faith it does not matter if one is mistaken.

The Company will not tolerate any harassment or victimization (including informal pressures) of/against the disclosing employees and Director and will take appropriate action to protect the employee and Director when they raise a concern in good faith.

If the employee asks for protection of his/her identity, the company will not disclose it without his/her consent. However, it is possible that the Company will be unable to resolve the concern raised without revealing the employee’s identity (e.g. required for conducting an effective investigation or when evidence is needed in a Court). If this occurs the Company will discuss with the employee as to how the Company and employee can proceed further in the matter and decide accordingly.

POLICY AND PROCEDURE FOR DISCLOSURE, ENQUIRY AND DISCIPLINARY ACTION:

What constitutes Malpractice, Impropriety, wrongdoing or Abuse:

Malpractice, impropriety, wrongdoing and abuse (hereinafter referred to as “Concern”) can include a whole variety of issues and some are listed below. However, this is not a comprehensive list but is intended to illustrate the sort of issues, which may be raised under this policy.

• Any unlawful act, whether criminal (e.g. theft) or a breach of the civil law (e.g. slander or libel).
• Breach of any Policy or Manual or Code adopted by the Company.
• Abuse of children and vulnerable adults (e.g. through physical, sexual, psychological or financial abuse, exploitation or neglect).
• Fraud and corruption (e.g. to solicit or receive any gift/.reward as a bribe).
• Any instance of failure to comply with legal or statutory obligation either for and on behalf of the Company or in any personal capacity in the course of discharging duties of the Company.
• Any instance of any sort of financial malpractice.
• Abuse of power (e.g. bullying/harassment).
• Any other unethical or improper conduct.
• Any sexual discrimination
• Negligence causing or likely to cause substantial danger to public health and safety

However, the following would not be construed as concern:

• Grievances which are to be addressed through Company grievance procedure
• Allegations of personal nature which are in no way connected to the organization.

How to disclose a Concern?

It is perfectly acceptable for the employee to discuss his/her Concern with a colleague and the employee may find it more comforting to raise the matter if there are two (or more) employees who share the same Concerns.

An employee and Director intending to make any disclosure of a Concern is required to disclose all relevant information regarding the Concern not later than one year from the day on which he/she knew of the Concern.

To whom should a Concern be disclosed:

The Concern should be disclosed through E-mail or telephone, fax or any other method to any of the following members of the Audit Committee of Board of Directors which shall be acknowledged appropriately.

All Disclosures concerning relating to financial / accounting matters or against or concerning the management of the Company should be addressed to the Chairman of the Audit Committee of the Company or any other members of the Committee.

However, if disclosures are against any Business Unit Heads or the Executive Directors or of criminal offences it should be sent directly to the MD of the Company.

Who will investigate into the Concern?

The Concern shall be investigated by the member either by himself or through any other person as may be deemed necessary by them. The Audit Committee may at their discretion take assistance of the Head of HR & Admin, Internal Audit or representative of the concerned Division where the impropriety, malpractice or wrongdoing has occurred or some other person from within the organization or from outside, as they deem fit and proper. If the alleged Malpractice is required by law to be dealt with under any other mechanism, the Audit Committee shall refer the Disclosure to the appropriate authority under such mandated mechanism and seek a report on the findings from such authority.

Where the disclosure made to the MD of the Company, the concern may be investigated by MD himself or through other person as may be deemed necessary by him. If the alleged Malpractice is required by law to be dealt with under any other mechanism, the Audit Committee shall refer the Disclosure to the appropriate authority under such mandated mechanism and seek a report on the findings from such authority

Who will take a decision vis a vis the Concern?

A decision vis-à-vis the Concern disclosed to the Member shall be taken by the Members of the Audit Committee at a formal or informal meeting by a majority.

Procedure for handling the disclosed Concern:

Once any disclosure of Concern has been made by complainant, the Member to whom the disclosure has been made shall pursue the following steps:

• Obtain full details and clarifications of the complaint.
• Consider the involvement of the Company’s Auditors or the Police or any other external investigation agency or person.
• Fully investigate into the allegation with the assistance where appropriate, of other individuals/ bodies.
• Prepare a detailed written report and submit the same to the MD as the case may be, not later than 30 days from the date of disclosure of Concern.

The investigation may involve study of documents and interviews with various individuals. Any person required providing documents, access to systems and other information by the Audit Committee members/MD or any other persons engaged by them for the purpose, shall do so. Individuals with whom the Audit Committee members/MD or any other persons engaged by them for the purpose requests an interview for the purposes of such investigation, shall make themselves available for such interview at reasonable times and shall provide the necessary cooperation for such purpose.

Whilst the purpose of this policy is to enable the Company to investigate concerns raised by complainant and take appropriate steps to deal with it, the Company will give complainant as much feedback as the Company can.

The Company may not be able to inform the employee the precise action the Company takes where this would infringe a duty of confidence owed by the Company to someone else.

The Company will take steps to minimize any difficulties, which the employee may experience as a result of raising the Concern. Thus, if the employee is required to give evidence in criminal or disciplinary proceedings the Company will arrange for the employee to receive advice about the procedure etc.

Procedure to be pursued by the MD

The MD shall pursue the following steps:

• The MD will based on the finding in the written report submitted by the Member and after conduct of such further investigation as he may deem fit, come to a final decision in the matter not later than 30 days from the date of receipt of the written report from the Member.
• If the complaint is shown to be justified, then the MD shall invoke the disciplinary or other appropriate action against the defaulting employee as per Company procedures.
• A copy of the decision in writing shall be placed before a meeting of the Audit Committee held immediately after the date of such a final decision.

Appeal against the decision of the Company.

If the Complainant or the person complained against is not satisfied with the decision of the MD, then either of the Parties could prefer an appeal against this decision before the Audit Committee and the decision of the Audit Committee in the matter will be final and binding on all the parties.

Appropriate appeal procedure may be formulated by the Audit committee.

Anonymous Allegations:

This policy encourages complainant to put his/her name to any disclosures he/she makes concerns expressed anonymously are much less credible, but they may be considered for further action at the sole discretion of the Audit Committee.

In exercising this discretion, the factors to be taken into account will include:

• The seriousness of the Concern raised
• The credibility of the Concern
• The likelihood of confirming the allegation from attributable sources

Untrue Allegations:

If complainant makes an allegation in good faith, which is not confirmed by subsequent investigation, no action will be taken against that complainant. In making a disclosure the complainant should exercise due care to ensure the accuracy of the information.

Maintaining confidentiality of the Concern as well as the disclosure:

The complainant making the disclosure of concern as well as any of the persons to whom the Concern has been disclosed or any of the persons who will be investigating or deciding on the investigation as well as the members of the Audit Committee shall not make public the concern disclosed except with the prior written permission of the Audit Committee. However, this restriction shall not be applicable if any complainant is called upon to disclose this issue by any judicial process and in accordance with the laws of land.

COMPLAINTS OF RETALIATION AS A RESULT OF DISCLOSURE:

If complainant believes that he or she has been retaliated against in the form of an adverse personnel action for disclosing Concern under this policy he/she may file a written complaint to the Audit Committee, Members (Directors) requesting an appropriate remedy.

For the purposes of this policy an adverse personnel action shall include a disciplinary suspension; a decision not to promote; a decision not to grant a salary increase; a decision not to hire, a termination; an involuntary demotion; rejection during probation; a performance evaluation in which the employee’s performance is generally evaluated as unsatisfactory; an involuntary resignation; an involuntary retirement; an involuntary reassignment to a position with demonstrably less responsibility or status as compared to the one held prior to the reassignment; or an unfavorable change in the general terms and conditions of employment.