Whistle Blower Policy

Background:

Village Financial Services Ltd (VFSL) requires its officers, employees, and all persons who provide VFSL with contracted services to observe high standard of business and personal ethics in the performance of their duties on VFSL’s behalf. All employees and representative of VFSL (hereinafter referred to as protected persons) are expected to practise honesty and integrity in fulfilling their responsibilities and are required to comply with all applicable laws and regulations.

Statutory Provisions

Section 177 (9) of the Companies Act 2013 mandates VFSL to constitute a vigil mechanism, whereby acts of transgressions and infractions are quickly dealt with.

The Policy

In the light of the above, this Whistle Blower Policy (the policy) has been formulated with a view to provide a mechanism to encourage and enable the protected persons, without fear of retaliation, to raise concerns regarding suspected unethical and/or illegal conduct or practices on a confidential, and, if necessary, anonymous basis so that appropriate and corrective action can be taken at the organisation level.

The policy will take immediate effect.

Scope and protection

It will be the responsibility of all protected persons to report in good faith any concerns that they have regarding actual or suspected activities which is in violation of VFSL’s policies with respect to accounting practices or audit irregularities, or risks arising out of fraud/theft, or instances of misuse of company’s assets. The protected persons may also report instances of violation of personal ethical standard, and provisions of Service Rules. No protected person who acts in good faith, shall suffer intimidation, harassment, retaliation, discrimination or adverse employment consequence. However, any abuse of this protection will warrant disciplinary action. Whistle blower who make three or more protected disclosures which have subsequently been found to be false, frivolous or malicious or reported otherwise than in good faith, will be disqualified from further reporting under this policy. In addition, the Whistle Blower Policy is not an employment contract and does not modify the employment relationship of the protected person.

VFSL will not only take steps to minimise the difficulties, which the whistle blower may experience. It will also protect any other employee who assist in the said act.

Procedure

All disclosures (protected disclosures) by protected persons should be addressed to a person of sufficient seniority, and who is not connected with the day-to-day activities of VFSL. This will ensure neutrality and transparency of the action taken, based on the disclosed information. Accordingly, it is decided that all disclosures by the protected person, should be addressed to the Chairman of the Audit Committee of the Board of Directors.

His contact details are as under:

Dr. Shankar Dutta,

E-mail id: vfswhistleblower@gmail.com

Appropriate care must be taken to keep the identity of the whistle blower confidential. Disclosures made by protected person or protected disclosures should preferably be reported in writing or through e-mail so as to ensure clarity and understanding. It will be written in English, Hindi or in regional language of the place of the employment of the whistle blower.

The protected disclosure should not be frivolous or speculative and should contain as much specific information as possible, to allow proper assessment and investigation.

The protected person may or may not disclose his/her identity.

The Chairman of Audit committee will acknowledge the receipt of the communication within a reasonable time.

Investigation

All disclosures made by protected persons under this policy will be thoroughly investigated by the Chairman of the Audit committee, or he will have it suitably investigated by others.

The decision to conduct an investigation 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 substantiate the disclosure made.

The subject of the disclosure i.e. the person reported against, will normally be informed of the allegation and shall get the opportunity to defend himself/herself. It will be his/her duty to co-operate with the investigation process, and not obstruct/influence it in any manner. No allegation of wrong-doing against a subject shall be maintainable unless there is good evidence in support of the allegation.

The investigation shall be completed within 30 days of the receipt of the protected disclosure.

All investigations shall be independent and unbiased.

If the findings of the investigation lead the Chairman of the Audit committee to conclude that an improper or unethical act has been committed, he will recommend to the management of the company to take such disciplinary action, as may be deemed fit.

Any disciplinary action initiated against the subject shall adhere to the applicable personal or staff conduct and disciplinary procedure.

Reporting

The Audit committee of the Board will deliberate in each of its meetings all such disclosures made by protected persons, and their disposal.

Retention of document

All protected disclosures (in hard copy format) and the findings of the investigation shall be preserved for a minimum period of 7 years.

Circulation

VFSL shall distribute a copy of this whistle blower policy to all protected persons.