Vigil Mechanism / Whistle Blower Policy

A. Objective

OnEMI Technology Solutions Private Limited ( “Company” or “We” or “Our”) believes in promoting a fair, transparent, ethical, and professional work environment. The Company has articulated this Vigil Mechanism / Whistle Blower Policy ( “Vigil Mechanism Policy”) to provide a framework through which all the Directors and employees of the Company report their genuine concerns and actual/potential violations to the designated officials of the Company uninhibitedly.

B. Who can report?

Any whistle-blower among the Directors and employees of the Company can report genuine concerns and actual or potential violations.

C. Coverage of the Vigil Mechanism

The Vigil Mechanism Policy covers malpractices and events which have taken place/are suspected to take place including but not limited to the following:

  • Deliberate or unintentional non - compliance with the applicable laws.
  • Cases of fraud.
  • Financial and accounting irregularities.
  • Misappropriation of company’s funds.
  • Conflict of interest.
  • Corruption and bribery
  • Discrimination of any form.

All matters not covered under this mechanism can be reported directly to your one-over manager or your Human Resources Contact.

D. Protection and Safeguards

As the provision of Section 177 of the Companies Act, 2013 is not applicable to the Company, it has not constituted an Audit Committee. Accordingly, the following shall be ensured by the Board of Directors of the Company (“Board”)

  • Protection of complainant/ witness, if any, against any harassment and victimization;
  • Complete confidentiality of the complainant’s identity.
  • Protected disclosure is acted upon within specified timeframes and no evidence is concealed or destroyed.
  • Investigation is conducted honestly, neutrally, and in an unbiased manner.
  • The subject or other involved persons in relation to the protected disclosure be given an opportunity to be heard.
  • Disciplinary actions are taken against anyone who conceals or destroys evidences related to protected disclosures made under this mechanism.
E. Frivolous Complaints

The Board shall take suitable action against the complainant for any frivolous complaint.

F. Lodging of complaints/ Ethics Helpline.
Name of the DirectorKrishnan Vishwanathan
Address10th Floor, Tower 4, Equinox Park, LBS Marg, Kurla West Mumbai 400070
G. Investigation Procedure.

The whistle-blower(s) are expected to speak up and bring forward the concerns or complaints about issues listed under Section C ‘Coverage of the vigil mechanism’. The Ethics Helpline is established for this purpose and the reporting channels which can be made available to the whistle-blower are covered in Section F ‘Lodging of Complaints/ Ethics Helpline’.

The Ethics Helpline will prepare the incident report based on the information provided by the whistle-blower and will share the incident report with the Board of Directors in the next 2 (two) business days.

In case Mr. Krishnan Vishwanathan- the Director appointed to play the role of Board is the subject of the complaint or has a perceived conflict of interest, the incident report would be sent to the remaining members of the Board.

The Mr. Krishnan Vishwanathan- the Director appointed to play the role of the Board shall recuse himself from further discussions or meetings on the subject to investigate any complaint which may have a perceived conflict will recuse themselves.

The complainants may also directly report concerns to the Board.

For any complaints made to the Board directly, it is mandatory for the complainant to disclose their identity and provide their contact information. The Board may choose to discuss the matter with the complainant prior to initiating any review or investigation.

H. Decision

If an investigation leads to a conclusion that an improper or unethical act has been committed, Mr. Krishnan Vishwanathan- the Director appointed to play the role of the Board shall recommend to the Board to take such disciplinary or corrective action, as it may deem fit within 1(one) month from the date of receipt of such complaint.

I. General

All the relevant documents namely the complaint or the gist of the oral complaint, as the case may be, information/ document obtained during the investigation as evidence, including from witnesses, if any shall be fully secured to avoid any tampering and shall be preserved for a period of 2 (two) years from the date of the closure report or the investigation report, as the case may be.

Any or all the provisions of this Vigil Mechanism Policy would be subject to revision/amendment as recommended by the Board, from time to time.

The conditions or terms of this Vigil Mechanism Policy can be modified/ amended, cancelled, or added in writing with the approval of the Board. However, in the event of any conflict between the contents of this Vigil Mechanism Policy and the Companies Act, 2013, the provisions of the Vigil Mechanism Policy shall supersede so long as there is no non-compliance with the provisions of the Act.


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