Last updated on: 27th September 2024

A. Objective

OnEMI Technology Solutions Private Limited (“Company” or “We” or “Our”) believes in conducting the affairs of the Company in a fair and transparent manner by adopting and promoting an ethical and professional work environment with highest standards of honesty and integrity. The Company has articulated this Vigil Mechanism / Whistle Blower Policy (“Vigil Mechanism Policy” / “Policy”) to provide a framework through which all the Directors, Employees and other Stakeholders of the Company who can report their genuine concerns and actual / potential fraud, illegal / immoral actions or violations and/or any other reportable matters to the designated officials/audit committee appointed by the Board of Directors of the Company uninhibitedly, as provided in Section 177 of the Companies Act, 2013 (“Act”) and Rule 7 of Companies (Meetings of Board and its powers) Rules, 2014 which mandates:

• Every listed company; • Companies which accepts deposits from the public; • Companies that have borrowed from banks/financial institutions more than INR 50Cr.

B. Definition.

• “Act” shall mean the Companies Act, 2013 and the rules issued thereunder, as amended from time to time.
• “Audit Committee” or “Committee” means the audit committee constituted by the Board of Directors of the Company in accordance with Section 177 of the Act read with Rule 7 of Companies (Meetings of Board and its powers) Rules, 2014 as amended from time to time.
• “Board” or “Board of Directors” shall mean the board of directors of the Company.
• “Company” means “OnEMI Technology Solutions Private Limited”.
• “Director” shall mean a member of the Board of the Company.
• “Employee” means every employee of the Company, including the Directors in the employment of the Company.
• “Subject” means a person against whom the disclosure / reporting is made or other involved persons in relation with the protected disclosure be given an opportunity to be heard;
• "Stakeholder" means any individual or entity having an interest in the business of the Company. Stakeholders may report concerns or issues to Board of the Company as per the procedures defined herein.
• “Vigilance Officer” means an officer of the Company designated by Board to conduct detailed investigation under this Policy and to receive protected disclosure from whistle blowers, maintain record thereof, placing the same before the Board for its disposal and informing the whistle blower the results thereof.
• “Whistle Blower” means an Employee or any other Stakeholder making a protected disclosure under this Policy before the Vigilance Officer. This whistle-blower has come to the decision to make a disclosure or express a genuine concern/ grievance/ allegation, after a lot of thought.

Words or phrases not defined above or anywhere in this Policy shall have same meaning ascribed to them under the Act.

Wherever appropriate in this Policy, a singular term shall be construed to mean the plural where necessary, and a plural term the singular. Similarly, any masculine term shall also be construed to mean the feminine or any other gender and vice versa.

C. Who can report?

Any Whistle Blower can expose/disclose any information pertaining to any activity that is deemed illegal, unethical, dishonest or not correct within the Company and/or report genuine concerns and actual or potential violations; freely and without any fear of retaliation; as such incidents, if not reported, would breach trust and has potential to endanger the Company’s reputation.

The Whistle Blower’s role is that of reporting the incidents with reliable information only. They should not act, on their own, as investigator(s) and conduct any investigation. They do not have a right to participate in any investigations other than as requested by the designated Vigilance Officer.

This policy applies to Stakeholders engaged through external agencies, vendors, or contractors, provided that such stakeholders may only raise their concerns through the principals and owners of the respective external agencies

D. Coverage of the Vigil Mechanism

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

• deliberate or unintentional non - compliance of the applicable laws;
• misconduct, improper and unlawful practices;
• cases of fraud;
• financial and accounting irregularities;
• misappropriation of company’s funds;
• theft of company's property(ies);
• conflict of interest;
• corruption, bribery and money laundering;
• discrimination of any form;
• violation of company policies.

Any other matters not covered under this Vigil Mechanism Policy can be reported directly to complainant’s immediate reporting manager/supervisor or Human Resources contact. The reports/complaints concerning personal grievances, such as professional development issues, promotion, increments, incentives, salary (including full and final payout) or any form of employee compensation, personal grievance etc. shall not be covered for the purposes of this Vigil Mechanism Policy. This policy shall also not cover complaints from any collections and sales executives that arise after any HR actions have been taken against them.

E. Protection and Safeguards

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

• Protection of Whistle Blower and its witness, if any, under Whistle Blowers Protection Act 2011 which lays down the complete framework to investigate alleged cases of wrongdoing, against any unfair treatment/practice, harassment and victimization;
• Complete confidentiality of the Whistle Blower’s identity. The identity of the Whistle Blower will not be revealed without the Whistle Blower’s consent or unless the Whistle Blower himself/herself has made the details of the complaint either public or disclosed his/her identity to any other office or authority;
• Protection of any other employee assisting in the investigation or furnishing evidence, to the same extent as the Whistle Blower;
• 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;
• Disciplinary actions are taken against anyone who conceals or destroys evidences related to protected disclosures made under this mechanism.

The protection to Whistle Blower under this Vigil Mechanism Policy shall be provided only if:

• The disclosure/ complaint has been made in good faith;
• The Whistle Blower is not acting for personal gain; and
• The Whistle Blower reasonably believes that information or any allegation contained in the complaint / disclosure, is substantially true.

A Whistle Blower may report any violation of the above clause to the Vigilance Officer appointed on behalf of Board.

F. Frivolous Complaints

• While the Company ensures that genuine Whistle Blowers will be accorded complete protection from any kind of unfair treatment, if any. Abuse of this protection by any Employee / Director done by filing any false and bogus allegations/complaint with malafide intentions shall warrant disciplinary action.
• The Board shall take suitable action against the complainant for any such frivolous complaint
• Any complainant, who makes any disclosure/reporting, which is subsequently found to be malafide, frivolous, baseless or malicious shall be disqualified from further reporting under this Vigil Mechanism Policy.

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

G. Lodging of complaints/ Ethics Helpline.

	The Vigilance Officer, appointed to play the role of on behalf of Board
Name of the Director	Krishnan Viswanathan
Designation	Director
Address	10th Floor, Tower 4, Equinox Park, LBS Marg, Kurla West Mumbai 400070
Email-id	whistleblower@kissht.com

Complaint / grievances against the Vigilance Officer should be addressed to the Managing Director. The contact details of the Executive director are as under:

Name of the Director	Ranvir Singh
Designation	CEO and Director
Address	10th Floor, Tower 4, Equinox Park, LBS Marg, Kurla West Mumbai 400070
Email-id	ranvir.singh@kissht.com

The Company shall not entertain anonymous/ pseudonymous disclosures. However, the Board shall exercise its discretion to take up such cases.

H. 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 Vigilance officer will prepare the incident report based on the information provided by the Whistle Blower and will share the incident report with Board in next 10 (ten) business days. The incident report must contain, to the extent possible, the following along with the accompanying evidence, to enable proper investigation of the reported incident

• the date of occurrence and nature of the reportable matter;
• the names of the employees to whom the reportable matter relates;
• the relevant factual background concerning the reportable matter; and
• the basis of such disclosure/reporting.

The Board shall decide who shall investigate into the same, constitute a quorum to investigate further and recommend suitable action.

The Board/ Vigilance Officer, if deems fit, may call for further information from the Whistle Blower or any other person who may be considered to hold relevant information with respect to the Protected Disclosure.

The investigation shall be completed normally within 30 (“Thirty”) days from the receipt of the disclosure/ reporting subject to availability of all the required details/information/evidences being available.

In case Vigilance Officer or any Member of the Board is the Subject of the complaint or has perceived conflict of interest, the incident report would be sent to the remaining members of the board of Directors. The Vigilance Officer appointed to play role of the Board or any Member 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 Whistle Blowers may also directly report concerns to the board of Directors.

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

I. Decision

If an investigation leads to a conclusion that an improper or unethical act has been committed, the Vigilance Officer shall recommend to the board of Directors to take such disciplinary or corrective action, as it may deem fit within 1 (one) month from the date of receipt of such complaint.

J. Reporting

The Vigilance officer shall submit a report to the Chairman of the Board on a regular basis about all Protected Disclosures referred to him/her since the last report together with the progress / results of investigations, if any.

K. General

All the relevant documents namely complaint or the gist of oral complaint, as the case may be, information/ document obtained during the investigation as evidence, including from witness, 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 in accordance with the guidelines on the subject as may be issued by Government, from time to time. The Company also reserves the right to amend or modify, suo moto, this Vigil Mechanism Policy in whole or in part, at any point of time. Any amendment to the Policy shall take effect from the date when it is approved by the Board of Directors of the Company

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

The Vigil Mechanism Policy will be displayed on the website of the Company.