NEWTIME INFRASTRUCTURE LIMITED 

VIGIL MECHANISM / WHISTLE BLOWER POLICY 

1.  PREMBLE

1.1.	Section 177 of the Companies Act, 2013 requires every listed company to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed. A vigil mechanism shall provide for adequate safeguards against victimization of persons who can also use such mechanism for reporting genuine concerns including above. It also makes provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. 

1.2.	Clause 49 of the Listing Agreement between listed companies and the Stock Exchanges, inter alia, provides for requirement for all listed companies to establish a mechanism called ‘Whistle Blower Policy’ for employees to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the company’s code of conduct. 

1.3.	 Therefore, Your Company has established a Whistle Blower Policy/ Vigil Mechanism and formulated a policy for the same. 

2.	DEFINITIONS 

a.	“Alleged wrongful conduct” shall mean violation of law, Infringement of Company’s rules, misappropriation of monies, actual or suspected fraud, substantial and specific danger to public health and safety or abuse of authority”. 

b.	“Audit Committee” means a Committee constituted by the Board of Directors of the Company in accordance with guidelines of Listing Agreement and Companies Act, 2013. 

c.	“Board” means the Board of Directors of the Company.

d.	 “Code”  means  Code  of  Conduct  for  Directors  and  Senior  Management 

Executives adopted by the Company. 

e.	“Employee” means all the present employees and Executive Directors of the Company (Whether working in India or abroad). 

f.	“Protected Disclosure” means a concern raised by an employee or group of employees of the Company, through a written communication and made in good faith which discloses or demonstrates information about an unethical or improper activity under the title “SCOPE OF THE POLICY” with respect to the Company. It 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. 

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

h.	 “Whistle Blower” is an employee or group of employees who make a Protected Disclosure under this Policy and also referred in this policy as complainant. 

i.	“Investigators” means those persons authorized, appointed, consulted or approached by the Competent Authority in connection with conducting investigation into a protected disclosure. 

j.	“Victimization” means punishment or discrimination against the Whistle Blower selectively or unfairly.

3.  POLICY OBJECTIVES

3.1	The Company is committed to develop a culture where it is safe for all employees to raise concerns about any poor or unacceptable practices and any event of misconduct. 

3.2	The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of 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 punishment or unfair treatment. 

3.3	A Vigil (Whistle Blower) mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the Codes of conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Chairman/ Whole-Time Director (WTD)/ Chairman of the Audit Committee in exceptional cases. 

3.4	This neither releases employees 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 about a personal situation. 

4.	The Guiding Principles 

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

4.2	To ensure that the Whistle Blower and/or the person processing the Protected Disclosure is not victimized for doing so; 

4.3	To treat victimization as a serious matter including initiating disciplinary action on such person/(s); 

4.4	To ensure complete confidentiality;

4.5	To take  disciplinary  action,  if  any  one  destroys  or  conceals  evidence  of  the protected disclosure made/to be made;
4.6	To provide an opportunity of being heard to the persons involved especially to the Subject.

5.	SCOPE 

a.	The Policy covers malpractices or unethical behaviour and events which have taken place/ suspected to take place involving: 

1.	Abuse of authority 

2.	Breach of contract 

3.	Negligence causing substantial and specific danger to public health and safety 

4.	Manipulation of Company data/records 

5.	Financial irregularities, including fraud, or suspected fraud 

6.	Criminal offence 

7.	Deliberate violation of law/regulation 

8.	Wastage/misappropriation of Company funds/assets 

9.	Breach of employee Code of Conduct or Rules 

Through this Policy, the Company seeks to provide a procedure for all the employees of the Company to disclose any unethical and improper practice taking place in the Company for appropriate action and reporting. 

6.	DISQUALIFICATIONS 

a.	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 disciplinary action. 

b.	Protection under this Policy would not mean protection from 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.

c.	Whistle Blowers, who make any Protected Disclosures, which have been subsequently found to be mala fide, frivolous or malicious, shall be liable to be prosecuted under Company’s Code of Conduct. 

7.	ELIGIBILITY 

All Employees of the Company including directors are eligible to make Protected Disclosures under the Policy in relation to matters concerning the Company. 

8.	RECEIPT AND DISPOSAL OF PROTECTED DISCLOSURES. 

a.	All Protected Disclosures should be reported in writing by the complainant as soon as possible after the Whistle Blower becomes aware of the same so as to ensure a clear understanding of the issues raised and should either be typed or written in a legible handwriting in English. 

b.	The Protected Disclosure should be submitted in a closed and secured envelope and should be super scribed as “Protected disclosure under the Whistle Blower policy”. Alternatively, the same can also be sent through email with the subject “Protected disclosure under the Whistle Blower policy”. If the complaint is not super scribed and closed as mentioned above, it will not be possible for the Audit Committee to protect the complainant and the protected disclosure will be dealt with as if a normal disclosure. In order to protect identity of the complainant, the Officer will not issue any acknowledgement to the complainants and they are advised neither to write their name / address on the envelope nor enter into any further correspondence with the Concerned Officer. The concerned Officer shall assure that in case any further clarification is required he will get in touch with the complainant. 

c.	Anonymous / Pseudonymous disclosure shall not be entertained by the Chairman of the Audit Committee. 

d.	The Protected Disclosure should be forwarded under a covering letter signed by the complainant. The Chairman of the Audit Committee, shall detach the covering letter bearing the identity of the Whistle Blower and process only the Protected Disclosure. 

e.	All Protected Disclosures should be addressed to the Chairman of the Audit Committee and WTD/ Chairman in exceptional cases. The contact details of the Chairman of the Audit Committee is as under:- 

      Name of the Chairman of the Audit Committee

Mr. Sanjay Tiku

f.	Protected Disclosure against Chairman of the Audit Committee should be addressed to the Chairman/WTD of the Company. The contact details of the Chairman and WTD are as under: 

Name of Chairman

Mr. K.T. James 

Name of Wholetime Director

Mr. Ashish Pandit

On receipt of the protected disclosure Chairman of the Audit Committee/ Chairman/ WTD as the case may be, shall make a record of the Protected Disclosure and also ascertain from the complainant whether he was the person who made the protected disclosure or not. He shall also carry out initial investigation either himself or by involving any other Officer of the Company or an outside agency before referring the matter to the Audit Committee of the Company for further appropriate investigation and needful action. The record will include: 

i.	Brief facts; 

ii.	Whether the same Protected Disclosure was raised previously by anyone, and if so, the outcome thereof; 

iii.	Whether the same Protected Disclosure was raised previously on the same subject; 

iv.	Details of actions taken by Chairman of the Audit Committee / Chairman/ WTD for processing the complaint; 

v.	Findings of the Audit Committee ;

vi.	The recommendations of the Audit Committee/ other action(s). 

h.	The Audit Committee, if deems fit, may call for further information or particulars from the complainant. 

9.	INVESTIGATION 

a.	All Protected Disclosures under this policy will be recorded and thoroughly investigated. The Audit Committee may investigate and may at its discretion consider involving any other Officer of the Company and/ or an outside agency for the purpose of investigation. 

b.	The decision to conduct an investigation is by itself not an accusation and is to be treated as a neutral fact finding process. 

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

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

e.	Subject(s) have a right to consult with a person or persons of their choice, other than Investigators and/or members of the Audit Committee and/or the Whistle Blower. 

f.	Subject(s) have a responsibility not to interfere with the investigation. Evidence shall not be withheld, destroyed or tampered with and witness shall not be influenced, coached, threatened or intimidated by the subject(s). 

g.	Unless there are compelling reasons not to do so, Subject(s) will be given the opportunity to respond to material findings contained in the investigation report. No allegation of wrong doing against a Subject(s) shall be considered as maintainable unless there is good evidence in support of the allegation. 

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

i.	The investigation shall be completed normally within 90 days of the receipt of the protected disclosure and is extendable by such period as the Audit Committee deems fit. 

j.	Any member of the Audit Committee or other officer having any conflict of interest with the matter shall disclose his/her concern /interest forthwith and shall not deal with the matter. 

10.	DECISION AND REPORTING 

a.	If an investigation leads the Chairman of the Audit Committee to conclude that an improper or unethical act has been committed, Chairman of the Audit Committee shall recommend to the Board of Directors of the Company to take such disciplinary or corrective action as he 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. 

b.	In case the Subject is the Chairman/WTD of the Company, the Chairman of the Audit Committee after examining the Protected Disclosure shall forward the protected disclosure to other members of the Audit Committee if deemed fit. The Audit Committee shall appropriately and expeditiously investigate the Protected Disclosure. 

c.	If the report of investigation is not to the satisfaction of the complainant, the complainant has the right to report the event to the appropriate legal or investigating agency. 

d.	A complainant who makes false allegations of unethical & improper practices or about alleged wrongful conduct of the Audit Committee shall be subject to appropriate disciplinary action in accordance with the rules, procedures and policies of the Company. 

e.	A quarterly report with number of complaints received under the Policy and their outcome shall be placed before the Audit Committee and the Board. 

11.	SECRECY / CONFIDENTIALITY 

The Complainant, Members of Audit Committee, the Subject and everybody involved in the process shall: 

i.	Maintain confidentiality of all matters under this Policy 

ii.	Discuss only to the extent or with those persons as required under this policy for completing the process of investigations. 

iii.	Not keep the papers unattended anywhere at any time 

iv.	Keep the electronic mails / files under password. 

12.	CONFIDENTIALITY & PROTECTION 

a.	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 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 Protected Disclosure. 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.

b.	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 suitable action to the management. 

c.	The identity of the Whistle Blower shall be kept confidential to the extent possible and permitted under law. The identity of the complainant 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 complainant being disclosed, the Audit Committee is authorized to initiate appropriate action as per extant regulations against the person or agency making such disclosure. The identity of the Whistle Blower, if known, shall remain confidential to those persons directly involved in applying this policy, unless the issue requires investigation by law enforcement agencies, in which case members of the organization are subject to subpoena. 

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

e.	Provided however that the complainant before making a complaint has reasonable belief that an issue exists and he has acted in good faith. Any complaint not made in good faith as assessed as such by the Audit Committee shall be viewed seriously and the complainant shall be subject to disciplinary action as per the Rules / certified standing orders 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. 

13.	 ACCESS TO CHAIRMAN OF THE AUDIT COMMITTEE 

The Whistle Blower shall have right to access to the Chairman of the Audit Committee directly in exceptional cases and the Chairman of the Audit Committee is authorized to prescribe suitable directions in this regard. 

14.	COMMUNICATION 

A Whistle Blower policy cannot be effective unless it is properly communicated to employees. Employees shall be informed through by publishing in notice board and the website of the Company. 

15.	ADMINISTRATION AND REVIEW OF THE POLICY 

Audit Committee  shall be responsible for the administration, interpretation, application and review of this policy. The Audit Committee also shall be empowered to bring about necessary changes to this Policy, if required at any stage with the concurrence of the Audit Committee. 

16.	AMENDMENT 

The Company reserves its right to amend or modify this Policy in whole or in part, at any time without assigning any reason whatsoever. However, no such amendment or modification will be binding on the Employees and Directors unless the same is notified to them in writing.