Keshava Prabha Microfin Pvt Ltd

Introduction:

Keshava Prabha Microfin Pvt Ltd (Company) is committed to comply with all the applicable laws, particularly ensuring that the business is conducted with integrity and that the Company’s financial information is accurate.

Section 177(9) read with Rule 7 of Companies (Meetings of Board & its powers) Rules 2014, the Companies Act, 2013 (Act) provides for the institution of the Vigil and Whistle Blowing Mechanism.
The Policy protects Employees, Directors as well as anonymous Whistle Blowers wishing to raise a concern about serious irregularities within the Company.
The Policy neither releases Employees and Directors from their duty of confidentiality in the course of discharging their duties, nor is it a route for taking up a grievance about a personal situation.

Policy:

This Policy is for the benefit of the Employees and the Directors as defined hereinafter.
The Policy has been drawn up so that Employees and Directors can be confident about raising a concern.

Definitions:

The definitions of some of the key terms used in this Policy are given below

Audit Committee: means the Audit Committee constituted by the Board of Directors of the Company in accordance with Section 177 of the Companies Act, 2013
Director: means a person appointed as the Director on the Board of Directors of the Company
Disciplinary Action: means any action that can be taken on the completion of/ during the investigation proceedings including but not limiting to a warning, imposition of fine, suspension from the official duties or any such action as is deemed to be fit considering the gravity of the matter
Employee: means every employee of the Company (whether working in India or abroad), including the expatriates stationed in India and persons engaged on contract
Investigator: mean those persons authorised, appointed, consulted or approached by the Chairman of the Audit Committee and includes the Statutory and/or Internal Auditors of the Company and the Police
Ombudsperson: will be the Chairman of the Audit Committee for the purpose of receiving all the complaints under this Policy and ensuring appropriate action. The Board/Audit Committee shall have the authority to change the Ombudsperson from time to time
Protected Disclosure: means any written or anonymous communication (including email) made in good faith that discloses or demonstrates information that may evidence unethical or 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 an Employee, a Director and/or any Anonymous Whistle Blower making a Protected Disclosure under this Policy

Guiding Principles:

To ensure that this Policy is adhered to, and to assure that the concern will be acted upon seriously, the Company will:

` Ensure that the Whistle Blower and/or the person processing the Protected Disclosure is not victimized for doing so;
Treat victimization as a serious matter including initiating disciplinary action on such person/(s);
Ensure complete confidentiality;
Not attempt to conceal evidence of the Protected Disclosure;
Take disciplinary action, if any one destroys or conceals evidence of the Protected Disclosure made/to be made;
Provide an opportunity of being heard to the persons involved especially to the Subject

Scope:

The Whistle Blower’s role is that of a reporting party with reliable information. They are not required or expected to act as investigators or finders of facts, nor would they determine the appropriate corrective or remedial action that may be warranted in a given case
Whistle Blowers should not act on their own in conducting any investigative activities, nor do they have a right to participate in any investigative activities other than as requested by the Chairman of the Audit Committee or the Investigators
Protected Disclosure will be appropriately dealt with by the Chairman of the Audit Committee
The Policy covers malpractices and events which have taken place/ suspected to take place involving:
1. Abuse of authority for personal gain or obtaining undue advantage or to prevent or deprive another of its rights or to the detriment of the Company
2. Negligence causing substantial and specific danger to public health and safety
3. Manipulation/unauthorized use or disposal of company data/records
4. Financial irregularities, including fraud, or suspected fraud
5. Criminal offence
6. Pilfering of goods, property, confidential/proprietary information
7. Deliberate violation of law/regulation
8. Wastage/misappropriation of company funds/assets
9. Any other unethical, biased, favoured, imprudent event
10. Policy is not a platform for complaints pursuant to personal grievances like no increment / promotion etc and should not be used in place of the Company grievance procedures or be a route for raising malicious or unfounded allegations against colleagues or superiors

Eligibility:

All Employees and Directors of the Company are eligible to make the Protected Disclosures under the Policy. The Protected Disclosures may be in relation to matters concerning the Company or any other Company in Keshava Prabha Microfin Pvt Ltd Holdings umbrella.

Disqualifications:

While it will be ensured that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment as herein set out, any abuse of this protection will warrant a disciplinary action
Protection under this Policy would not mean protection from the disciplinary action arising out of false or bogus allegations made by a Whistle Blower knowing it to be false or bogus or with a mala fide intention
However, the disciplinary action would be taken based on the principles of the natural justice and only after giving the reasonable opportunity to the concerned Employee to be heard
Whistle Blowers, who make any Protected Disclosure/s, which have been subsequently found to be mala fide or malicious or Whistle Blowers who make three or more Protected Disclosures, which have been subsequently found to be frivolous, baseless or reported otherwise than in good faith, will be disqualified from reporting further Protected Disclosures under this Policy for a period of Six months

Procedure:

All Protected Disclosures concerning financial/accounting matters should be addressed to the Chairman of the Audit Committee of the Company for investigation.
For the purpose of providing the protection to the Whistle Blower, it is preferred that the Whistle Blower should disclose his/her identity in the covering letter forwarding such Protected Disclosure
Protected Disclosures should be reported in writing (including email) so as to ensure a clear understanding of the issues raised and should either be typed or written in a legible handwriting in English or in the regional language of the place of employment of the Whistle Blower.
The Protected Disclosure should be forwarded under a Covering Letter which shall preferably bear the identity of the Whistle Blower. The 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
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
All Protected Disclosures concerning Financial/Accounting matters should be addressed to the Chairman of the Audit Committee of the Company for investigation
The contact details of the Chairman of the Audit Committee are as under:

Mr. Vishnu Prasad B Menon, Director- Keshava Prabha Microfin Pvt Ltd, Ph.: 9447025379 Email: vpbmenon@gmail.com
If a Protected Disclosure is received by any Executive of the Company other than Ombudsperson / Chairman of Audit Committee, the same should be forwarded to the Ombudsperson or the Chairman of the Audit Committee for further appropriate action
If initial enquiries by the Audit Committee/ Ombudsperson indicate that the concern has no basis, or it is not a matter to be investigated pursuant to this Policy, it may be dismissed at that stage and the decision shall be documented and communicated to the Whistle Blower whose identity is known
Where initial enquiries indicate that further investigation is necessary, this will be carried through either by the Ombudsperson alone, or by the Audit Committee. The investigation would be conducted in a fair manner, as a neutral fact-finding process and without presumption of guilt or wrong doing. A written report of the findings would be made
Name of the Whistle Blower shall not be disclosed to the Audit Committee
The Chairman of Audit Committee/ Audit Committee shall:
1. Make a detailed written record of the Protected Disclosure. The record will include:
  1. Facts of the matter
  2. Whether the same Protected Disclosure was raised previously by anyone, and if so, the outcome thereof;
  3. Whether any Protected Disclosure was raised previously against the same Subject, and if so, the outcome thereof

Investigation:

All Protected Disclosures reported under this Policy will be thoroughly investigated by Chairman of the Audit Committee of the Company or by the Ombudsperson, on the directions of the Chairman of the Audit Committee, who will investigate / oversee the investigations under the authorization of the Audit Committee
The Chairman of the Audit Committee may at his discretion, consider involving internal Functions/employees and/or outside Investigators for the purpose of investigation
The decision to conduct an investigation taken by the Chairman of the Audit Committee is by itself not an accusation and is to be treated as a neutral fact-finding process. The outcome of the investigation may not support the conclusion of the Whistle Blower that an improper or unethical act was committed
The identity of a Subject and the Whistle Blower will be kept confidential to the extent possible given the legitimate needs of law and the investigation
Subject will normally be informed of the allegations at the outset of a formal investigation and have opportunities for providing his/her inputs during the investigation
Subject shall have a duty to co-operate with the Ombudsperson/ Chairman of the Audit Committee or any of the Investigators during the investigation to the extent that such co-operation will not compromise self-incrimination protections available to the Subject under the applicable laws
Subject has a right to consult with a person or persons of his/her choice, other than the Ombudsperson / Investigators and/or members of the Audit Committee and/or the Whistle Blower
Subject has a responsibility not to interfere with the investigation
Evidence shall not be withheld, destroyed or tampered with, and witnesses shall not be influenced, coached, coerced, threatened or intimidated by the Subject
Unless there are compelling reasons not to do so, Subject will 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 evidence in support of the allegation
Subjects have a right to be informed of the outcome of the investigation. If allegations are not sustained, the Subject should be consulted as to whether public disclosure of the investigation results would be in the best interest of the Subject and the Company
The investigation shall be completed normally within 30 days of the receipt of the Protected Disclosure
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 practice being adopted against Whistle Blowers. Complete protection will, therefore, be given to the 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 Disclosures. 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.

Protection:

A Whistle Blower may report any violation of the above clause to the Chairman of the Audit Committee, who shall investigate into the same and recommend a suitable action to the Management
The identity of the Whistle Blower shall be kept confidential to the extent possible and permitted under law
Any other Employee assisting in the said investigation shall also be protected to the same extent as the Whistle Blower

Investigators:

Investigators are required to conduct fact-finding and analysis methodically. Investigators shall derive their authority and rights from the Audit Committee when acting within the course and scope of their investigation
Technical and other resources may be drawn upon as necessary to augment the investigation. All Investigators shall be independent and unbiased. Investigators have a duty of fairness, objectivity, thoroughness, ethical behaviour, and observance of legal and professional standards
Investigations will be launched only after a Preliminary Review by the Ombudsperson / Chairman of the Audit Committee as the case may be, which establishes that:
1. The alleged act constitutes an improper or unethical activity or conduct, and
2. The allegation is supported by the 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. Provided that such investigation should be undertaken as an investigation of an improper or unethical activity or conduct

Decision:

If an investigation leads the Ombudsperson / Chairman of the Audit Committee to conclude that an improper or unethical act has been committed, the 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 Audit Committee may deem fit. It is clarified that any disciplinary or corrective action initiated against the Subject as a result of the findings of an investigation pursuant to this Policy shall adhere to the applicable personnel or staff conduct and disciplinary procedures as per the Disciplinary Policies of the Company

Reporting:

The Ombudsperson shall submit a report to the Audit Committee on a quarterly basis about all Protected Disclosures referred to him/her since the last report together with the results of investigations, if any
Audit Committee in turn shall submit a report to the Chairman of the Board on a regular basis about all Protected Disclosures referred to him/her since the last report together with the results of investigations, if any
Board of Directors shall disclose the details of the establishment and operation of the Whistleblowing and Vigil Mechanism in the Directors’ Report

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 eight years or such period as may be prescribed under applicable laws

Amendment:

The Company may amend or modify this Policy in whole or in part, at any time, such amendment or modification shall not affect the on-going or completed Investigations