PREFACE

Marymatha Infrastructure Private Limited is committed to conducting business with integrity and in accordance with all applicable laws and regulations. The expectations of the company with respect to business ethics are contained in the code of conduct (“the Code”).

A vigil mechanism provides a channel for employees and Directors to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the Codes of Conduct or regarding any Policy of the Company.

Employees are required to report actual or suspected violations of applicable laws and regulations and code of conduct and the Company has an obligation to ensure that there is a procedure in place to enable the reporting of such violations.

REGULATORY REFERENCES

Section 177(9) of the Companies Act, 2013 and Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 requires every listed company/companies which accept deposits from the public and companies which have borrowed money from banks and public financial institutions in excess of fifty crore rupees to establish a vigil mechanism for Directors and Employees to report their genuine concerns about unethical behaviour/misconduct/actual or suspected frauds/violation of code conduct.

THE POLICY/CODE OF CONDUCT

MARYMATHA INFRASTRUCTURE PRIVATE LIMITED (“the Company”) is committed to adhering to the highest standards of ethical, moral and legal conduct of its business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express these concerns without fear of any nature whatsoever, or fear of any unfair treatment. Considering the interest of all its well-wishers, and employees, who want to report genuine concerns within the organization, the company implements the Vigil Mechanism/Whistle Blower Policy (“the Policy”)

The Company has adopted a Code of Conduct (“the Code”), which lays down the principles and standards that should govern the actions of the Company and its employees. Any actual or potential violation of the Code, however insignificant or perceived as such, would be a matter of serious concern for the Company. Vigil Mechanism shall provide for adequate safeguards against victimization of persons who use such mechanism and also make provision for direct access to the Chairperson of the Committee in appropriate or exceptional cases.

AMENDMENT

The Board reserves its right to amend or modify this mechanism in whole or in part at any time. However, no such amendment or modification shall be inconsistent with the applicable provision of Companies Act, 2013 and any law for the time being in force.

SCOPE

The Vigil Mechanism and Whistle Blower policy (the “Policy”) sets out the procedure to be followed when making disclosure. This policy applies to all employees, regardless of their location. Violations will result in appropriate disciplinary action. The employees are required to familiarize themselves with this policy, seek and advice from the head of department, HR of the Company, if any questions arise.

All Employees and Directors of the Company who are associated with the company can raise concerns regarding malpractices and events which may negatively impact the company.

APPLICABILITY

The policy is approved by the Board vide its resolution dated 25.10.2019 and shall be effective from 01.11.2019.

DEFINITIONS

“Code of Conduct” means the code of business conduct and ethics as detailed in the Employee Handbook.

“Employee” means any Employee or Director of Marymatha Infrastructure Private Limited or its sister concerns.

“Committee” means a Committee designated by the Board to handle the complaints and resolution process of Protective Disclosures.

“Policy or This Policy” means, “Vigil Mechanism Policy”

“Protected Disclosure” means the disclosure of a Reportable Matter in accordance with this policy.

“Reportable Matter” means a genuine concern relating to actual or suspected:

1. Fraudulent practices, such as improperly tampering with the Company’s Books and records
2. Corruption including bribery and money laundering;
3. Breach of code of conduct;
4. Inaccuracy in maintaining the Company’s books of account and financial records.
5. Financial misappropriation and fraud.
6. Procurement fraud.
7. Conflict of interest.
8. False expense reimbursements.
9. Misuse/theft of company assets/properties & resources.
10. Inappropriate sharing of company-sensitive information.
11. Unfair trade practices & anti-competitive behaviour.
12. Non-adherence to safety guidelines.
13. Sexual harassment.
14. Child Labor.
15. Discrimination in any form.
16. Violation of human rights.
17. Any other matters or activities on account of which the interest of the Company is affected.

Please note that complaints concerning personal grievances, such as professional development issues or employee compensation are not Reportable Matters for the purpose of this policy.

“Whistle-blower” means any Employee who makes a Protected Disclosure under this policy.

INTERPRETATION

Terms that have not been defined in this Policy shall have the same meaning assigned to them in the Companies Act, 2013 read along with the rules as amended from time to time.

RESPONSIBILITY TO REPORT

Protected Disclosures are to be made whenever an employee becomes aware of a Reportable Matter. It should be made promptly upon the Employee becoming aware of the Reportable Matter. Reportable Matters should be made pursuant to the reporting mechanism described below.

The role of whistleblower is limited to making a Protective Disclosure. A Whistleblower should not engage in investigations concerning a Reportable Matter that is the subject of a Protective Disclosure. Neither should a whistleblower become involved in determining the appropriate corrective action that might follow from the submission of a Protected Disclosure.

REPORTING MECHANISM

The Company has established a Committee to process and investigate Protected Disclosures. The Committee operates under the supervision of the Board of Directors. The procedure for Protected Disclosure is to be made to the Committee as under:

Any employee or director shall submit a report of genuine concerns or grievances to the Committee. The committee shall oversee through the reporting and if any of the members of the committee have a conflict of interest in a given case, they should recuse themselves and the others on the committee would deal with the matter on hand.

In exceptional cases, the vigil mechanism shall provide direct access to the Chairperson of the Committee.

The committee shall appropriately investigate all grievances received. In this regard, the Committee is to investigate the matter and prescribe the scope and time limit.

The committee shall have the right to outline detailed procedures for an investigation. The Committee or chairman, as the case may be, shall have the right to call for any information/ document and examination of any employee or director of the Company or other person(s), as they may deem appropriate for the purpose of conducting an investigation under this policy.

A report shall be prepared after completion of investigation and the Committee shall consider the same. The decision or direction of the Committee shall be final and binding.

The Contact details for addressing and sending the Complaints/Protected Disclosure is as follows:

By Email to:	info@marymathagroup.com
By Telephone to:	0485 2838500 – 2838520
By letter addressed to:	The Chairman Marymatha Infrastructure Private Limited Marymatha Square, Arakkuzha Road Muvattupuzha, Ernakulam – 686661

GUIDELINES FOR DISCLOSURE

To enable the proper investigation of any Reportable Matter, a Protected Disclosure should include as much information as possible concerning the Reportable Matter. To the extent possible, the following information should be provided:

1. The Nature of the Reportable Matter(If the Reportable Matter concerns an alleged violation of the Code of Conduct, please refer to the provision of the Code of Conduct that is alleged to have been violated);
2. The name of the Employees to which the Reportable Matter relates(Provide the name of the business unit that is alleged to have violated the Code of Conduct);
3. The relevant factual background concerning the Reportable Matter

(If the Reportable Matter concerns a violation of the Code of Conduct, please include information about the circumstances and timing of the violation) and

To enable further investigation of Reporting Matters, Whistle-Blowers are strongly encouraged to provide their name and contact details whenever they make a Protected Disclosure under this Policy.

All Protected Disclosures are taken seriously and will be promptly scrutinised and investigated by the Company in accordance with the Guidance on Reporting to Protected Disclosures.

PROTECTION OF WHISTLE-BLOWERS

If a whistle-blower does provide his or her name when making a Protective Disclosure, the Company will treat the identity of the whistle-blower and the fact that Protective Disclosure has been made as confidential, except as required by law and to the extent possible while allowing an investigation to proceed. In the event of the identity of the Whistle Blower being disclosed, the Committee is authorized to initiate appropriate action as per extant regulations against the person making such disclosure.

No unfair treatment will be meted out to a Whistleblower 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 Whistleblower. Complete protection will, therefore, be given to Whistle Blowers against any unfair practice like retaliation, threat or intimidation of termination/suspension of service, disciplinary action, transfer demotion, refusal of promotion 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 they Whistle Blower may experience as a result of making the protected disclosure. Thus, if the Whistleblower is required to give evidence in criminal or disciplinary proceedings, the Company will arrange for the Whistleblower to receive advice about the procedure etc.

Any other Employee assisting in the said investigation shall also be protected to the same extent as the Whistle Blower. Provided however that the Whistleblower before making a complaint has a reasonable belief that an issue exists, and he has acted in good faith. Any complaint not made in good faith as assessed such by the Committee shall be viewed seriously and the Whistle Blower shall be subject to disciplinary action as per the Rules of the Company. This policy does not protect an employee from an adverse action taken independent of his disclosure of unethical and improper practice etc. unrelated to a disclosure made pursuant to this policy.

FRIVOLOUS COMPLAINTS

In case of repeated frivolous/ mala fide complaints being filed by a director or an employee, the committee may take suitable action against the concerned director or employee which may include dismissal from the employment.

 

ROLE OF COMMITTEE

The Committee is responsible for the implementation of this policy and shall periodically review the policy to consider whether amendments are necessary, and if so, shall communicate such amendments to all Employees as soon as possible.

The Committee shall be responsible for investigation, coordination and resolution of the Protected Disclosure made pursuant to the policy.

INVESTIGATION

1. The investigation would be carried out to determine the authenticity of the allegations and for the fact-finding process.
2. The investigation team should not consist of any member with possible involvement in the said allegation.
3. During the course of the investigation:
   1. The Committee will have the authority to make decisions related to the investigation.
   2. Any required information related to the scope of the allegation would be made available to the investigators.
4. The findings of the investigation should be submitted to the committee by the investigator with all the supporting documents.

CONFLICTS OF INTEREST

Where a Protected Disclosure concerns any member of the Committee, that member shall be prevented from acting in relation to that Protected Disclosure. In case of doubt, the Chairman of the Board of Directors shall be responsible for determining whether a member must rescue himself or herself from acting in relation to a Protected Disclosure.

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 period of 8 (Eight) years or such other period as specified by any other law in force, whichever is more.

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