Vanco

Whistleblower Policy And Vigil Mechanism

1. Preface

Vanco, and its subsidiaries and affiliates1 (hereinafter referred to as “Vanco” or the “Company”) believe in the conduct of its business with integrity and in compliance with all applicable foreign and domestic laws, rules and regulations applicable in the jurisdictions2 in which the Company does business. Accordingly, this Whistle-blower Policy & Vigil Mechanism (the “Policy”) has been formulated with a view to provide a mechanism for Employees and Third parties of Vanco to provide an avenue for, raising concerns in accordance with this Policy and reporting any allegations of misconduct or noncompliance in an anonymous and confidential way and prohibits retaliation against anyone who, in good faith, makes a report or provides assistance.

Vanco is committed to conducting business ethically and adhering to the letter and spirit of all laws and regulations of the countries in which it operates. Where local laws set higher standards or more specific conditions, these will take precedence over this Policy.

This Policy should be read in conjunction with the Vanco Code of Conduct and all the other relevant policies of the Company as referenced hereinafter in this Policy.

2. Definitions

The definitions of some of the key terms used in this Policy are set out below.

  1. “Audit Committee” means the Audit Committee of Directors constituted by the Board of Directors of Vanco in accordance with provisions of the Companies Act, 2013.
  2. “Director” means every Director of Vanco, past or present.
  3. “Employee” means Person hired to perform a job or service for Vanco, and one who is directly employed or hired on a contractual basis. This includes all individuals working for Vanco, whether in India o rabroad, at all levels and grades, including the Leadership Team, Directors, senior executives, officers, employees (whether permanent, fixed-term or temporary), trainees, seconded staff, or any other person associated with the Company and their relatives.
  4. “Enquiry Committee” means the committee constitutes the Head of Department of Human Capital, Legal, and Compliance, Chief Operating Officer. In the event one of the Enquiry Committee members is required to recuse themself from presiding over the matters due to conflict or otherwise, then the Chief Financial Officer shall be included.
  5. “Ethics and Compliance Officer” means officer appointed in this regard by the Company.
  6. “Investigators” mean those persons authorized, appointed, consulted or approached by the Enquiry.
  7. “Management” means the officers of Vanco who are in a management role in Vanco.
  8. “Subject” means a person against or in relation to whom a Reportable Matter has been made or evidence gathered during the course of an investigation.
  9. “Third Party(ies)” includes entities and individuals, other than the Employees, with whom the Company has business relationships including but not limited to clients/customers, consultants, intermediaries, representatives, suppliers, contactors, subcontractors, agents and advisors.
  10. “Whistle-blower” means an Employee or a Third party making a Reportable Matter under this Policy and can be both, a victim or a witness to the concern reported in the Reportable Matter.

3. Scope

  1. The scope of this Policy covers malpractices, any act of impropriety and abuse or wrongdoing by an Employee or a Third party. An Employee or Third party can report a ‘Reportable Matter’ if he/she in good faith, reasonably suspects of any of the following (this is not a comprehensive list but is intended to illustrate the sort of issues that may be raised under this Policy):
    • Fraud and misconduct regarding the financial and accounting matters;
    • Misappropriation or misuse of any property/resource of the company or any Employee;
    • Falsification of contracts, complaints and records, including employment and education records;
    • Falsification of contracts, complaints and records, including employment and education records;
    • Corruption;
    • Conflict of interest;
    • Unfair treatment of customers/suppliers;
    • Violation of anti-competition and anti-trust laws;
    • negligence causing any peril to public health or safety or health or safety of any Employee;
    • people related issues of bias, partiality, and discrimination of any kind, abuse, victimization or harassment including unfair employment practices;
    • retaliation against Employee/ Third Party who made Reportable Matter in connection with the issues described above; or any other Reportable Matter concerning Vanco.
  2. Vanco strictly prohibits any kind of sexual harassment and has set up an Internal Committee (“IC”) at each office location, to hear and redress grievances pertaining to sexual harassment of women. For more details please refer to Vanco’s Policy on Prevention of Sexual Harassment at Workplace.
  3. 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.
  4. 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 Enquiry Committee or Audit Committee, as the case may be.

4. Eligibility

All Employees and Third parties of Vanco are eligible to make Reportable Matter under this Policy. The Reportable Matter may be in relation to matters concerning Vanco.

5. Disqualifications

  1. While it will be ensured that genuine Whistle-blowers are accorded complete protection from any kind of unfair treatment as set out herein, any abuse of this protection will warrant disciplinary action.
  2. 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.

6. How Whistle-blower can report Reportable Matter?

  1. The Reportable Matter if submitted in writing by email to info@vanco.ai , should include but not be limited to the following:
    • Name, address, contact details and Employee/Vendor Code of the Whistle-blower.
    • Brief Description of the suspected violation, name and identities of those alleged to commit such violation, specific details of events etc.
    • The email shall be monitored by Ethics and Compliance Officer.
  2. The Reportable Matter can be submitted by hand delivery, courier or post address in a sealed envelope to the Ethics and Compliance Officer appointed by the Company at the below address:
    • Attention To: Ethics and Compliance Officer
    • Address: VANCO Head Office, BHIVE Premium HSR Campus A Block, AKR Tech Park, Bengaluru, Karnataka 560068
    • The email shall be monitored by Ethics and Compliance Officer.
  3. The Reportable Matter should be factual and should not be speculative. It should contain specific information so as to allow the proper assessment of the nature and extent of the concern. The identity of Whistle-blower may be disclosed. However, anonymous reports will also be entertained. In case, of anonymous report, such Whistle-blower may not able to seek protection under this Policy or appear for any personal hearing until the identity is disclosed.
  4. If a Reportable Matter is received by any other director or senior personnel of the Company, such Reportable Matter should be forwarded to the Ethics and Compliance Officer for further appropriate action. The recipient of the Reportable Matter shall not forward a copy thereof to any member of the management of the Company or any other person.
  5. Disciplinary action shall be taken against the person who destroys or conceals evidence related to the Reportable Matter.

7. Procedures when Reportable Matter is received

8. Investigation

  1. The decision to conduct an investigation taken by the Enquiry Committee and/or Audit Committee, as the case may be, is by itself not an accusation and is to be treated as a neutral fact-finding process. The outcome of the investigation may or may not support the allegation of the Whistle-blower that an improper or unethical act was committed.
  2. The identity of a Subject will be kept confidential to the extent possible given the legitimate needs of law and the investigation.
  3. Subject(s) will be given opportunities for providing their inputs at the appropriate time during the investigation.
  4. Subject(s) shall have a duty to co-operate with all of the Investigators during investigation to the extent that such co-operation will not compromise self- incrimination protections available under the applicable laws.
  5. Subject(s) shall be given the right to be heard and the right to engage counsel at their own cost to represent them in the investigation proceedings.
  6. Subject(s) have a responsibility not to interfere with the investigation. Evidence shall not be withheld, destroyed or tampered with, and witnesses shall not be influenced, coached, threatened or intimidated by the Subject(s).
  7. Subject(s) 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 Vanco.

9. Decision of the Audit Committee

If an investigation leads the Enquiry or the Audit Committee, as the case may be, to conclude that an improper or unethical act has been committed, the Enquiry or the Audit Committee, as the case may be shall direct Company’s management to take such disciplinary or corrective action against the Subject as such committee deems 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. The decision of the Enquiry or the Audit Committee, as the case may, shall be final in respect of the Reportable Matter.

10. Reporting by the Audit Committee

The Audit Committee shall keep the Board of Directors informed of Reportable Matters where appropriate.

11. Protection of Whistle-blowers

  1. Consistent with the policies of Vanco, none of the Board of Directors, the Audit Committee, any other committee of the Board of Directors or any other person or group shall retaliate, or tolerate any retaliation by the Board of Directors, the Enquiry Committee, the Audit Committee, any other committee of the Board of Directors or any other person or group, directly or indirectly, against anyone who, in good faith, makes a Reportable Matter or provides assistance to the Enquiry Committee or Audit Committee or any other person or group, including any governmental, regulatory or law enforcement body, investigating Reportable Matter. Unless compelled by judicial or other legal or regulatory process or as necessary to fully investigate a particular matter, the Enquiry Committee or Audit Committee shall not reveal the identity of any person who makes Reportable Matter and who asks that his or her identity as the person who made such Reportable Matter remain confidential and shall not make any effort, or tolerate any effort made by any other person or group, to ascertain the identity of any person who makes Reportable Matter anonymously .
  2. Furthermore, Vanco shall not enforce any confidentiality agreement that prohibits a party to such agreement from reporting possible violations of any local law or regulation to any governmental agency or entity or making other disclosures to the extent protected under the whistle-blower provisions of the local Indian laws or regulation (or comparable laws or regulations that similarly prohibit the impediment of such Reportable Matter). Notwithstanding the foregoing, Vanco does not authorize the waiver of (or the disclosure of information covered by) the attorney-client privilege or work product protection or any other privilege or protection belonging to Vanco, to the fullest extent permitted by law.

12. Investigators

  1. Investigations will be launched only after an enquiry which establishes that: either the allegation is supported by information specific enough to be investigatedor matters that do not meet this standard may be worthy of Management review.
  2. Investigators are required to conduct a process towards fact-finding and analysis. Investigators shall derive their authority and access rights from the Enquiry Committee or the Audit Committee, as the case may be, when acting within the course and scope of their investigation.
  3. Technical and other resources may be drawn upon as necessary to augment the investigation. All Investigators shall be independent and unbiased both in fact and as perceived. Investigators have a duty of fairness, objectivity, thoroughness, ethical behavior, and observance of legal and professional standards.

13. Training and Communication

The Company will conduct periodical training programs to increase awareness amongst Employees about the existence and support extended by this Policy.

The Policy shall be conveyed to all concerned through the following means: Sending related email to concerned Employees.

Displaying on Company website/ Notice Board for awareness of Employees and Third Parties.

14. Retention of documents

The Company may retain the Reportable Matter and all other documents provided or prepared during the course of the investigation as may be prescribed by law.

15. Amendment

The Audit Committee of Vanco reserve the right to amend or modify this Policy in whole or in part, at any time without assigning any reason whatsoever.