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Corporate Governance
Whistle Blower Policy
Introduction

Altico Capital India Private Limited (“Company”) believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior.

Section 177 of the Companies Act, 2013 (“Act”) and Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 requires every listed company and such class or classes of companies, as may be prescribed to establish a whistle blower mechanism/vigil mechanism for the Directors and Employees to report genuine concerns in such manner as may be prescribed. Further Regulation 4 (2) (d) (iv) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Regulations") requires every listed company to devise an effective whistle blower mechanism enabling stakeholders, including Employees and their representative bodies, to freely communicate their concerns about illegal or unethical practices in the Company.

In this regard, the Board of Directors of the Company has adopted a Whistle Blower Policy/Vigil Mechanism ("Policy") in accordance with requirements as mentioned under the Act and Regulations.

Definition
  • "Alleged Wrongful Conduct" shall mean any illegal and unethical practices of a Director or an Employee in the course of performing his/her duties/obligations for the Company.

  • "Audit Committee" means a Committee constituted by the Board of Directors of the Company in accordance with Section 177 of the Companies Act, 2013 and rules framed thereunder.

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

  • "CEO" means Chief Executive Officer of the Company.

  • "Company" means Altico Capital India Private Limited.

  • "Compliance Officer" means an officer appointed by the Board of the Company, from time to time, to receive Protected Disclosures from Whistle Blower, responsible for maintaining records thereof, placing the same before the Audit Committee for its disposal and informing the Whistle Blower about the result/outcome of the proceedings.

  • "Director" means a director of the Company.

  • "Employee" means all the present employees of the Company.

  • "Protected Disclosure" means a concern/protest raised by an Employee or group of Employees of the Company or their representative bodies, Director(s), stakeholders, investor(s) of the Company, vendor(s) (including consultant(s) and due diligence agencies, professional advisors), customer(s) and client(s) by written communication and made in good faith which discloses or demonstrates information about an Alleged Wrongful Conduct. Any Protected Disclosure should be factual and should contain as much specific information as possible to allow for proper assessment of the nature and extent of the concern, and should include evidence.

  • "Subject" means a person or group of persons against or in relation to whom a Protected Disclosure is made or evidence is gathered during the course of an investigation.

  • "Whistle Blower" includes an Employee or group of Employees including their representative bodies, Director(s), stakeholders, investor(s),) of the Company who makes a Protected Disclosure under this Policy.

Policy Objectives and Scope

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of its business. To maintain these standards, the Company encourages, anyone connected with the Company including the Director(s), Employee(s) and their representative bodies, stakeholders, investor(s), vendor(s), consultant(s), due diligence agencies, professional advisors, customer(s) and client(s) who comes across any action which may be classified as Alleged Wrongful Conduct.

The Policy provides a mechanism to report concerns pertaining to Alleged Wrongful Conduct to the Compliance Officer/ Chairman of the Audit Committee/ CEO of the Company.

Set out below are few scenarios which may be constituted as Alleged Wrongful Conduct:

  • Infringement of Company's rules, charter documents, codes & policies;

  • Misappropriation of monies;

  • Manipulation/ tampering of official documents/ financial records;

  • Criminal offences ( fraud, corruption, bribery or theft);

  • Unethical business conduct;

  • Misuse of Company assets;

  • Funds being used in any unauthorized manner;

  • Falsification of transactions/ documents.

Eligibility

All Directors, Employee(s), representative bodies of the Employees, investor(s) vendor(s) (including consultant (s) and due diligence agencies, professional advisors), customer(s) and client(s) of the Company are eligible to make Protected Disclosures under this Policy in relation to matters which may be constituted as Alleged Wrongful Conduct.

Receipt And Disposal Of Protected Disclosures
  • All Protected Disclosures should be reported through a written notice or electronic mail by the Whistle Blower as soon as possible after he/she becomes aware of the same. The subject of the notice/ electronic mail should be "Protected Disclosure under the Whistle Blower Policy."

  • All Protected Disclosures should be addressed to the Compliance Officer of the Company. Any Protected Disclosure against the Compliance Officer may be addressed to the Chairman of the Audit Committee.

    The contact details of the Chairman of the Audit Committee and Compliance Officer, are as under:

    Mr. Stephen Marzo
    Chairman of Audit Committee
    stevemarzo@yahoo.com
    Mr. Binoy K Parikh
    Compliance Officer
    bparikh@alticocap.com

  • Protected Disclosure against the Compliance Officer and/or Chairman of the Audit Committee may be addressed to the CEO of the Company.

    The contact details of the CEO are as under:

    Mr. Sanjay Grewal
    Chief Executive Officer
    sgrewal@alticocap.com

  • On receipt of the Protected Disclosure, the Compliance Officer/Chairman of the Audit Committee/CEO, as the case may be, shall place the matter before the Audit Committee, which would be responsible for conducting further investigation.

  • The Compliance Officer shall maintain a record of the Protected Disclosure and the proceedings thereon.

Investigation
  • The Audit Committee shall investigate the Protected Disclosure and, may at its own discretion, consider involving any other officer of the Company and/ or an outside agency for the purpose of investigation.

  • Subject(s) will be informed in writing of the allegations against him prior to the commencement of formal investigation against him/her.

  • Subject(s) shall have a duty to co-operate with the Audit Committee or any of the officers appointed by the Audit Committee, in this regard.

  • Subject(s) shall have right to be heard. Subject(s) will be given an opportunity to respond to material findings contained in the investigation report. No allegation of wrong doing against Subject(s) shall be considered as maintainable unless there is an evidence in support of the said allegation.

  • Subject(s) have a right to be informed of the outcome of the investigations.

  • The investigation shall be completed normally within 45 days of the receipt of the Protected Disclosure and is extendable by such period as the Audit Committee may deem fit.

  • The ALCO monitors the asset liability composition of the Company’s business and determines actions to mitigate risks associated with the asset liability mismatches in consultation with Credit Committee. The names of the members of the ALCO are set out in Appendix 3 to this charter, which may be amended from time to time.

Decision And Reporting

If Audit Committee concludes that an Alleged Wrongful Conduct has been committed, the Audit Committee shall recommend to the CEO/Board of Directors of the Company to take an appropriate disciplinary/corrective action against the Subject(s).

Confidentiality

The Whistle Blower, Compliance Officer, Members of Audit Committee, CEO, the Subject and everybody involved in the investigation process, must act in good faith and maintain confidentiality of the Protected Disclosure and allied matters.

Protection
  • 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 identity of the Whistle Blower shall be kept confidential to the extent possible.

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

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