Whistleblower policy - Xistyl

Last Updated On: 07, 06 2023 06:30 pm

1.1. Background  

1.1.1. Xistyl Inc. (together with its group companies “Company” or “Xistyl”) encourages its  employees, consultants and partners such as suppliers, service providers, users and anyone  having any connection with Xistyl, who have reasonable suspicions of misconduct to report  such concerns without fear of punishment. This Whistle Blower Policy (“Policy”) is created  with a purpose to provide a secured framework which an employee, consultant or contractor  (“Individual(s)”) can use to share his/ her views, observations and objections with regard to  unacceptable behavior of other Employees, consultants or contractors of the Company which  shows malpractice or wrongdoing which may adversely affect the rights of the Individuals of  the Company or tarnish the image and reputation of the Company. 

1.2. Policy Objectives  

1.2.1. This Policy seeks to provide a channel to the Individuals to report to the management,  concerns in relation to malpractices and events which have taken place/ suspected to take  place, involving: 

(i) Breach of the Code of Conduct of the Company;  

(ii) Breach of integrity and ethics;  

(iii) Breach of terms and conditions of employment with the Company and rules thereof;  (iv) Intentional financial irregularities, including fraud, or suspected fraud;  (v) Deliberate violation of laws/regulations;  

(vi) Gross or willful negligence causing substantial and specific danger to health, safety and  environment;  

(vii) Manipulation of data/records of the Company;  

(viii) Pilferation of confidential/propriety information;  

(ix) Gross wastage/misappropriation of funds/assets of the Company.  

(x) Incidents which are adversely impacting an Individual’s performance and engagement during  the course of his/ her association with the Company.  

(xi) Any act of physical assault which endangers or puts the fear of life endangerment in the mind  of an Individual while at work.  

(xii) Any verbal volley or targeted communication which psychologically intimidates the self respect and social image of an Individual in the opinion of another.  

(xiii) Any issue or grievance which the Individual has experienced due to an action or series of  actions at work which the Individual has reason to believe that it cannot be shared with anyone  other than a third person who may be able to independently assess and help resolve the issues.  

1.2.2. This mechanism neither releases Individuals from their duty of confidentiality in the course  of their work nor can it be used as a route for raising malicious or unfounded allegations  against people in authority and / or colleagues in general.  

1.3. Scope of the Policy  

1.3.1. This Policy covers malpractices and events which have taken place / suspected to have taken  place involving instances of violation of applicable laws, misuse or abuse of authority, breach  of contract, fraud or suspected fraud, violation of rules and Code of Conduct of the Company,  manipulation of company data including financial data, negligence causing danger to public 

health and safety, misappropriation of Xistyl’s assets or funds, and other matters or activity  on account of which the interest of the Company or the Individuals are affected and formally  reported by Whistle Blowers.  

1.4. Definitions  

1.4.1. “Code of Conduct” means the code of conduct as applicable to the Company.  

1.4.2. “Complaint” means a concern raised by an Individual or group of Individuals, through a  written communication and made in good faith which discloses or demonstrates information  about an unethical or improper activity with respect to the Company. However, the  Complaints should be factual and not speculative or in the nature of an interpretation /  conclusion and should contain as much specific information as possible to allow for proper  assessment of the nature and extent of the concern.  

1.4.3. “Individuals” means all Employees, consultants or contractors engaged by the Company. 

1.4.4. “Investigating Officer” means the officer appointed by the management of the Company  from amongst the Employees to assist in the investigation of a Complaint. 

1.4.5. “Management” means management of the Company. 

1.4.6. “Policy” means this Whistle Blower Policy and including any amendments made to it from  time to time.  

1.4.7. “Subject” means a person or group of persons against or in relation to whom a Complaint is  made or evidence gathered during the course of an investigation.  

1.4.8. “Whistle Blower” is an Individual or group of Individuals who make a Complaint under this  Policy and also referred in this Policy as Whistle Blower.  

1.4.9. “Whistle Blower Committee” shall mean the committee set up by the Company to  investigate Complaints. 

1.5. Receipt and Disposal of Complaints  

1.5.1. Complaints should be reported in writing and should be duly signed by the Whistle Blower.  The Complaint should be made as soon as possible after the occurrence of the event the said  Complaint relates to and the Whistle Blower becoming aware of the occurrence of such event  so as to ensure a clear understanding of the issues raised.  

1.5.2. The Complaint made should either be typed or written in legible handwriting and may be in  English or in Hindi. The Whistle Blower shall clearly write his/her name, designation,  location, e-mail ID, contact number and address on the Complaint. It may be noted that  anonymous/ pseudonymous Complaints will not be investigated.

1.5.3. All Complaints should be addressed to the Whistle Blower Committee by sending an email to  whistleblower@Xistyl.com. A complaint can also be made by writing to the following  address: 

The General Counsel. 

Xistyl Inc. 

06-102 (138 WU) Vaishnavi Signature, No. 78/9, Outer Ring Road, Bellandur Village Varthur  Hobli, Bengaluru, Karnataka 560103. 

1.5.4. An individual must exercise sound judgment in raising concerned to avoid baseless  allegations.  

1.5.5. On receipt of the Complaint, the Whistle Blower Committee shall make a record of the  Complaint and also ascertain from the Whistle Blower whether he/ she was the person who  made the Complaint or not for further appropriate investigation and needful action.  

1.5.6. The Whistle Blower Committee may call for such further information or particulars from the  Whistle Blower as he deems fit.  

1.6. Investigation  

1.6.1. All Complaints under this Policy will be recorded and thoroughly investigated. The Whistle  Blower Committee will investigate and may at its discretion consider involving any other  officer of the Company for the purpose of the investigation. In case the Whistle Blower  Committee deems necessary it may identify an Investigating Officer.  

1.6.2. The investigation may involve study of documents and holding of interviews with various  individuals. Any person required to provide documents, access to systems and other  information for the purpose of such investigation shall co-operate in doing so. Individuals  with whom the Investigating Officer requests an interview for the purposes of such  investigation shall make themselves available for such interview at all reasonable times and  shall provide the necessary co-operation for such purpose.  

1.6.3. Subject(s) will normally be informed in writing of the allegations at the outset of a formal  investigation and shall be accorded opportunities for providing their inputs during the  investigation.  

1.6.4. The Whistle Blower Committee or the Investigating Officer, as the case may be, will make  best endeavors to complete the investigation and submit to the Management, an investigation  report within 30 days from the receipt of the Complaint.  

1.7. Decision and Reporting  

1.7.1. The Whistle Blower Committee along with its recommendations will report the findings of  the investigation to the Management within 30 days of receipt of a Complaint for further  action as deemed fit. In the event a prima facie case exists against the Subject, the  Management shall take appropriate action in this regard or shall close the matter, as the case 

may be, for which the Whistle Blower Committee shall record the reasons. Copy of the above  decision shall be addressed to the Management who in turn shall intimate the Whistle Blower  and the Subject of the same.  

1.7.2. In case the Subject is any member of the Whistle Blower Committee, the Management shall  in turn will appoint another Employee as a member of the Whistle Blower Committee to  examine and investigate the Complaint. 

1.7.3. In the event the Whistle Blower Committee is of the view that a Complaint has not been made  in good faith such an event shall be viewed seriously and the Whistle Blower may be subject  to appropriate disciplinary action. In case of repeated frivolous complaints or false allegations  by an Individual, the Whistle Blower Committee, may take suitable disciplinary action  including reprimand against the concerned Individual in accordance with the rules, procedures  and policies of the Company.  

1.7.4. The Whistle Blower Committee shall keep and maintain the following records in respect of  the Complaint, its investigation and action taken:  

(i) Brief facts of Complaints stating whether the same Complaint was raised previously by  anyone, and if so, the outcome thereof;  

(ii) Details of actions taken by Whistle Blower Committee/ Investigating Officer for processing  the complaint.  

(iii) Findings of the Whistle Blower Committee/ Investigating Officer;  

(iv) The recommendations of the Whistle Blower Committee/ other action(s).  1.8. Secrecy / Confidentiality  

1.8.1. The Whistle Blower, Whistle Blower Committee, Management, the Subject and everybody  involved in the investigation and redressal process shall:  

(i) Maintain utmost confidentiality of all matters under this Policy;  

(ii) Not discuss the matter with any person whatsoever except to the extent or with those persons  as required under this Policy for completing the process of the investigation;  

(iii) Not keep related documents unattended anywhere at any time; and  

(iv) Keep all related electronic mails / files under password.  

1.9. Misuse of the Program and Channel  

1.9.1. The Company recognizes the need to offer Individuals this safe and secure channel to share  their inputs and grievances about instances covered under this Policy with a neutral and  independent panel for investigation and action. It is also important for Individuals to be  cognizant of the fact that the Company discourages and shall take serious action should such  channels be misused for any other purpose than for which they have been incorporated. 

1.9.2. The Whistle Blower Committee is required to assist in the investigation of a complaint  reported by an Individual and ensure that every measure of confidentiality is taken to safe  guard the identity and inputs shared by the Whistle Blower.  

1.9.3. The program requires equal confidentiality from the Whistle Blower as much as the Whistle  Blower believes in the confidentiality at the end of the Whistle Blower Committee. Thus, any  Individual can report immediately of any action of repercussion arising out of leak of  information at his/ her end. Such leak of information may occur by error of mention or sheer 

negligence on the part of the Individual. The Whistle Blower Committee reserves the right to  independently investigate this afresh and take necessary action against the erring parties  involved (including the reporter if the facts of investigation so reveal).  

1.9.4. The use of this framework and channel is discouraged in any of the following scenarios which  may be considered as ‘Business as Usual’ issues and should be reported to the respective  business level authorities who are designated to address the same in each business by virtue  of their roles. The below list is suggestive in nature and not exhaustive; the Whistle Blower  Committee reserves the discretion not to entertain such incidents and may advice the  Individual to report it to the appropriate manager/ authority.  

(i) Non- functional / Malfunctioning infrastructure, telecommunication systems and/ or virtual  systems.  

(ii) Disagreements between Individuals arising out of the normal course of discussion with regard  to business-as-usual (BAU) actions and/ or expectations.  

(iii) Domestic issues which are personal to an Individual.  

(iv) Historical conflicts between two or more Individuals which are personal in nature. 1.10. Protection  

1.10.1. No unfair treatment will be meted out to a Whistle Blower by virtue of his/ her having reported  a Complaint 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 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 Complaints. 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.  

1.10.2. A Whistle Blower may report any violation of the above clause to the Whistle Blower  Committee, who shall investigate into the same and recommend suitable action to the  Management.  

1.10.3. The identity of the Whistle Blower shall be kept confidential to the extent possible. The  identity of the Whistle Blower will not be revealed unless he himself has made either his  details public or disclosed his identity to any other office or authority. In the event of the  identity of the Whistle Blower being disclosed, the Whistle Blower Committee will be  authorized to initiate appropriate action against the person making such disclosure. The  identity of the Whistleblower, if known, shall remain confidential to those persons directly  involved in the implementation of this Policy, unless the issue requires investigation by law  enforcement agencies.  

1.10.4. Any other Individual assisting in the said investigation shall also be protected to the same  extent as the Whistle Blower. This Policy does not protect an Individual from an adverse  action taken independent of his/ her disclosure of unethical and improper practice etc.  unrelated to a disclosure made by such Individual pursuant to this Policy. 

1.11. Communication

1.11.1. This Policy shall be published on the website of the Company.  

1.12. Retention of Documents  

1.12.1. All Complaints documented along with the results of investigations relating thereto, shall be  retained by the compliance department of the Company for a minimum period of 5 years or  as required by applicable laws, whichever is more, from the date of the decision in specific  matters. 

1.13. Administration and Review of the Policy  

1.13.1. The Whistle Blower Committee shall be responsible for the administration, implementation,  interpretation, application and review of this Policy in consultation with the Management. The  Whistle Blower Committee shall be empowered to bring about necessary changes to this  Policy, if required at any stage, with the concurrence of the Management. The Management  may also establish further rules and procedures, from time to time, to give effect to the intent  of this Policy and further the objective of good corporate governance.