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1. Introduction

“Corporate Social Responsibility” (CSR) is a way of conducting business, by which corporate entities visibly contribute to the social good. The essence of CSR is to integrate economic, environmental and social objectives with the company’s operations and growth. CSR is the process by which an organization thinks about and evolves its relationships with society for the common good and demonstrates its commitment by giving back to the society for the resources it used to flourish by adoption of appropriate business processes and strategies.

The main objective of CSR policy is to make CSR a key business process for sustainable development of society. In its endeavors to mutually achieve the said objective, the Act stipulates the provisions regarding mandatory adherence to the Corporate Social Responsibility practices by the prescribed classes of companies.

2. Objective

Haier CSR Policy intends to:

2.1 To establish a guideline for compliance with the provisions of Regulations to dedicate a percentage of Company‘s profits for social projects and for Corporate Social Responsibility (CSR) Activities of Haier Appliances India Private Limited.

2.2  To lay down the guidelines for the company to evolve its relationship with society by way of social and economic contribution and by giving back to the society for the resources it used to flourish by adoption of appropriate business processes and strategies.

2.3   To prepare list of activities, programmers and projects to be undertaken during the implementation year, specifying modalities of execution and implementation schedules for the same.

3. SCOPE OF CORPORATE SOCIAL RESPONSIBILITY POLICY

The policy would pertain to all activities undertaken by the Company towards fulfilling its corporate social responsibility objectives. The policy would also ensure compliance with section 135 of the Companies Act, 2013 (“The Act”) and would include the activities as covered under Schedule VII to the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 and as amended from time to time.

4. Focus Areas

The Company will support programs and activities as mentioned under Schedule VII of the Companies Act, 2013 and also such other activities including but not limited to the following

4.1    Eradicating hunger, poverty and malnutrition, promoting health care including preventive health care and sanitation including contribution to the Swach Bharat Kosh set-up by the Central Government for the promotion of sanitation and making available safe drinking water;

4.2    Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects;

4.3     Promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centres and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;

4.4     Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water [including contribution to the Clean Ganga Fund set-up by the Central Government for rejuvenation of river Ganga;

4.5    Protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art; setting up public libraries; promotion and development of traditional art and handicrafts;

4.6     Measures for the benefit of armed forces veterans, war widows and their dependents;

4.7     Training to promote rural sports, nationally recognised sports, paralympic sports and olympic sports;

4.8     Contribution to the prime minister's national relief fund or any other fund set up by the central govt. for socio-economic development and relief and welfare of the schedule caste, tribes, other backward classes, minorities and women;

4.9      Contributions or funds provided to technology incubators located within academic institutions which are approved by the central govt;

4.10     Rural development projects;

4.11     Slum area development.

5. Undertaking CSR Activities

Haier will undertake its CSR Activities, approved by CSR Committee and as per Authorization Matrix of the Policy.

6. Location of CSR efforts

The CSR Committee will decide on the locations for CSR Activities.

7Composition of the Corporate Social Responsibility Committee

CSR Committee shall consists of following members;

Mr. Huang Decheng: Chairman of the Committee [MD]

Mr. Satish Nandanna Hosur Sahadevappa: Member of the Committee [Whole Time Director]

Mr. Shao Zhenhu: Member of the Committee [Director]

Mr. Somesh Agrawal: Secretary of the Committee [Company Secretary]

8Responsibilities of CSR Committee:

        The responsibility of CSR Committee includes:

8.1  Formulating and recommending to the Board of Directors the CSR Policy and indicating activities to be undertaken.

8.2   Recommending the amount of expenditure for the CSR activities.

8.3   Monitoring CSR activities time to time.

9CSR through registered trust, society otherwise

The Board of Directors of the company may decide to undertake CSR activities approved by CSR committee through a registered trust, registered society or a company established by the company of its holding or subsidiary or associate company under section 8 of the Act or otherwise. Provide that:

·   If such trust, society or company is not established by the company  or its holding or subsidiary  or associate company , it shall have an established track record of three years in undertaking similar projects or programs;

·   The company has specified the projects or programs to be undertaken through these entities, the modalities of utilization of funds on such projects and programs and the monitoring and reporting mechanism.    

10Administration

The Company’s CSR projects and programmes shall be overseen and monitored by a separately CSR committee members and Marketing Head.

11Monitoring and Reporting

11.1 Under the direction of the Committee, the Company shall implement a monitoring mechanism over the Company’s CSR projects and programmes. Such monitoring mechanism shall, among other things, make transparent the manner and details of the implementation of all CSR projects and programmes undertaken by the Company.

11.2  The Board shall receive yearly reports from the Committee with the assistance of Legal and Marketing HOD on the status of the Company’s implementation of specific CSR projects and programmes.

12Surplus of CSR Projects

The Company shall seek to spend, in every financial year, at least 2 per cent of the average net profits of the Company made during the three immediately preceding financial years in accordance with the requirement of section 135 of the companies act 2013 and shall be such sum as may be prescribed by the Companies Act 2013 or rules made thereunder from time to time.

As per section 135 of the Companies Act, the Company will report reasons for under spending of the allocated CSR budget of the current financial year in the template provided by the Ministry of Corporate Affairs. This reporting will be done Annual Report and signed off by the Board of Directors.

The surplus, if any, arising out of CSR projects or programmes or activities shall not form a part of the business profit of the company and will be ploughed back into CSR activities.

Note: Further, any or all provisions of the CSR Policy would be subject to revision/amendment by the Board of Directors of the Company based on the recommendation of CSR Committee or else in accordance with the guidelines on the subject as may be issued, from time to time. 

                                                                 



Data Protection Policy

 

Introduction

 

Haier Appliances India Pvt. Ltd. (hereinafter referred as Haier) is a consumer electronics and home appliances company. It designs, develops, manufactures and sells consumer durables & electronic products like air conditioners, microwave ovens, washing machines, refrigerators, and televisions etc.

 

Haier is also a global brand with the headquarter in P. R. China (hereinafter referred to as the brand).

 

Haier is particularly committed to conduct its business in accordance with the prevailing laws regarding protection of individual privacy and personal data.

 

Our products and services are not targeted to persons under the age of 18 or any person who are not competent to contract as per prevailing laws. We do not knowingly collect or process personal data from persons under the age of 18 or of person who are not competent to contract. Please note that if you are under the age of 18, you have to provide us a written signed consent from your parent or guardian indicating that your parent or guardian has consented for us to enter with a valid contract and in furtherance to process your data and send us the consent through contact information provided from the section of “Whom should I contact?”

 

The purpose of this Data Protection Policy (the “Policy”) is to inform you (the user) about the commitments made by Haier to ensure that your personal data & information are processed in compliance with the applicable & relevant laws.

 

This Policy may evolve according to the legal and regulatory context and the doctrine of supervisory authorities.   

 

Definitions

 

Data Controller (or “Data Fiduciary”): means any person, including the State, a company, any juristic entity or any individual who alone or in conjunction with others determines the purpose and means of processing of personal data.

 

Data Subject: means the natural person of whom the personal data are processed by Haier.

 

Personal Data: means data about or relating to a natural person who is directly or indirectly identifiable, having regard to any characteristic, trait, attribute or any other feature of the identity of such natural person, or any combination of such features, or any combination of such features with any other information.

 

Sensitive Personal Data or Information of a Person means such personal information which consists of information relating to:

1.  password;

2.  financial information such as Bank account or credit card or debit card or other payment instrument details;

3.  physical, physiological and mental health condition;

4.  sexual orientation;

5.  medical records and history;

6.  biometric information;

7.  any detail relating to the above clauses as provided to body corporate for providing service; and

8.  any of the information received under above clauses by body corporate for processing, stored or processed under lawful contract or otherwise;

 

Provided that, any information that is freely available or accessible in public domain or furnished under the Right to Information Act, 2005 or any other law for the time being in force shall not be regarded as sensitive personal data or information for the purposes of these rules.

 

Processing: means an operation or set of operations performed on personal data, and may include operations such as collection, recording, organization, structuring, storage, adaptation, alteration, retrieval, use, alignment or combination, indexing, disclosure by transmission or dissemination or otherwise making available, restriction, erasure or destruction.

 

Data Processor: means any person, including the State, a company, any juristic entity or any individual who processes personal data on behalf of a data controller, but does not include an employee of the data controller.

 

Consent: means acknowledgment given by Data Subject to use or not to use his/her personal data.        

 

Applicable law

 

The Policy is subject to the relevant laws applicable on Haier such as Information Technology Act 2000 and Right to Information Act 2005.

 

In case any of the terms/provisions herein are inconsistent or in contradiction with the applicable laws, the applicable laws shall prevail and the terms/provisions herein shall be interpreted and apply to the maximum extent permissible under the applicable laws.

 

Principles for processing Personal Data 

 

Haier commits to ensure that Personal Data are:

 

·   processed fairly and reasonably and lawfully manner;

·   collected for specified, clear, legitimate purposes and limited to what is necessary;

·   accurate and, where necessary, kept up to date;

·   kept for no longer than is necessary for the purposes;

·   processed in a manner that ensures appropriate security.

 

Responsibilities

 

Haier ensures that all its processing are performed in accordance with the applicable laws.

 

Management

 

Management is responsible for defining and structuring all processes where Personal Data can be collected, processed and/or used, that they comply with this Policy.

 

In particular, the following tasks are falling in the responsibility scope of the management:

 

·  Ensuring that technical and organizational security measures are in place;

·  Assuring that processes for the Personal Data collection, use and/or processing are compliant with the applicable laws;

·    Monitoring on a regular basis the relevant applicable laws.

 

How do we process Personal Data?

 

In which context do we obtain Personal Data?

 

·  By hiring people;

·  By being contacted by customers, suppliers and/or other persons via our website, phone, email or any other mean;

·  By prospecting new clients.

 

How do we respect the transparency principle?

 

Data Subjects are informed by the Haier legal entity which is collecting the Personal Data that his/her Personal Data are collected, used and/or processed and how his/her Personal Data are being handled by Haier.

 

In particular, Data Subjects are informed (i) of which types of Personal Data will be subject to Processing; (ii) for which specific purpose(s); (iii) to whom such Personal Data might be transmitted; (iv) how the Data Subject can exercise its rights; and (v) of when Personal data shall not be kept.

 

How do we use the Personal Data?

 

Personal Data are subject to data secrecy. Haier apply the following rules in order to prevent any unauthorized collection, processing or use of such data by its employees:

 

·  Employees may have access to Personal Data only as is appropriate for the type and scope of the task in question;

·  Employees shall not disclose Personal Data to unauthorized people, either within the company or externally;

·  Employees shall request help from their manager or the Data protection officer (if applicable) if they are unsure about any aspect of data protection.

 

How do we respect data accuracy?

 

Haier ensures that Personal Data are accurate and, where necessary, kept up to date, by applying the following rules:

 

·  Employees shall take every opportunity to ensure Personal Data are updated and the management shall ensure that relevant databases and systems are checked on a regular basis;

·  Personal Data shall be updated as inaccuracies are discovered.

 

How do we store Personal Data?

 

Haier is aware that the periods for which the Personal Data are stored must be limited to a strict minimum time limit to ensure safely storage, Haier applies the following rules:

 

·  Personal Data shall be protected by strong passwords that are changed regularly and never shared between employees;

·  Personal Data shall only be stored on designated drives and servers, and shall only be uploaded to an approved cloud computing services;

·  Servers containing Personal Data shall be sited in a secure location, away from general office space;

·  Personal Data shall be backed up frequently;

·  All servers and computers containing Personal Data should be protected by approved security software and a firewall.

 

Transfer of Personal Data

 

As Haier is a multinational group, Personal Data may be transferred to countries located outside the India.

 

The transfer of Personal Data within Haier group is subject to standard contractual clauses or intra-group schemes.

 

The transfer of Personal Data outside Haier group are managed on a case-by-case basis but shall always be under contractual and/or legal obligation.

 

Security

 

Technical and organizational security measures

 

Haier has implemented appropriate technical and organizational measures to ensure a level of security appropriate to the risk of each processing.

 

These measures are detailed in the different security and IT policies of Haier.

 

Personal Data breach

 

In case of a data breach, Haier has implemented an internal process in order to prevent, detect and stop Personal Data breach as well to notify the relevant supervisory authority and, if applicable, the Data Subjects, in time.

 

Whom should I contact?

 

Any enquiries regarding the use of your data or details on how to access the data held about you should be sent to our Data Protection Officer (contact details below)

 

Contact details of the Data Protection Officer:

 

by post to

 

Haier Appliances India Pvt. Ltd.

Mr. Arun Sharma

[Building No.1, Okhla Industrial Estate Phase 3, New Delhi ,110020]

 

Or

by e-mail to [in.dp.officer@haierindia.com]

http://www.haier.com/in/index.shtml

Done in India, on November 26,2019

 


 Preface

Vigil Mechanism (also referred to as whistleblower policy) is established in the Company to enable the Employees and Directors to report their genuine concerns about actual or suspected dishonest or illegal activities or violation of law or rules/regulation of the organization or fraud or corruption taking place in the organization. The intent should be to do what is good for the organization and fair to all concerned. 

2 Objective

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

2.2 The Company is committed to adhering 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.

2.3 A Vigil (Whistle Blower) mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behavior, 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 President/ Managing Director in exceptional cases.

2.4 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. 


3   Scope and coverage of Vigil Mechanism

This Vigil Mechanism is applicable for all Employees and Directors of the Company irrespective of their positions, and broadly, the following areas (the list is indicative and not exhaustive) are covered:

3.1 The Policy covers malpractices and events which have taken place/are suspected to take place involving:

3.1.1 Abuse of authority

3.1.2 Breach of contract

3.1.3 Negligence causing substantial and specific danger to public health and safety

3.1.4 Manipulation of company data/records/registers

3.1.5 Financial irregularities, including fraud, or suspected fraud

3.1.6 Accused or convicted in any Criminal offense

3.1.7 Pilferation of confidential/proprietary information

3.1.8 Deliberate violation of law/regulation

3.1.9 Wastage/misappropriation of company funds/assets

3.1.10 Breach of employee Code of Conduct or Rules

3.2  The Policy is a channel to reinforce a robust implementation of the Company’s Code. 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. 

4  DISQUALIFICATIONS

4.1 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.

4.2 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.

4.3 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 the Company’s Code of Conduct.

5  ELIGIBILITY

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

RECEIPT AND DISPOSAL OF PROTECTED DISCLOSURES

6.1 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 legible handwriting in English.

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

6.3 Anonymous / Pseudonymous disclosure shall not be entertained by the Vigilance and Ethics Officer.

6.4 The Protected Disclosure should be forwarded under a covering letter signed by the complainant. The Vigilance and Ethics Officer/ Chairman as the case may be, shall detach the covering letter bearing the identity of the Whistle Blower and process only the Protected Disclosure.

6.5  All Protected Disclosures should be addressed to the Vigilance and Ethics Officer of the Company or to the Chairman of the Vigil Mechanism Committee. The contact details of the Vigilance and Ethics Officer is as under:-

Name and Address – Mr. Somesh Agrawal

Haier Appliances India Private Limited.

Building No.1, Okhla Industrial Estate, Phase III, New Delhi-110020.

Email- somesh@haierindia.com

6.6  Protected Disclosure against the Vigilance and Ethics Officer should be addressed to the President of the Company and the Protected Disclosure against the President of the Company should be addressed to the Chairman of the Vigil Mechanism Committee.

6.7  On receipt of the protected disclosure the Vigilance and Ethics Officer / Chairman of the Vigil Mechanism Committee, 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 an initial investigation either himself or by involving any other officer of the Company or an outside agency before referring the matter to the Vigil Mechanism Committee of the Company for further appropriate investigation and needful action.

6.8   The record will include:

6.8.1 Brief facts;

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

6.8.3 Whether the same Protected Disclosure was raised previously on the same subject;

6.8.4 Details of actions taken by Vigilance and Ethics Officer / Chairman for Processing the complaint

6.8.5 The recommendations of the Vigil Mechanism Committee/ other action(s).

6.9 The Vigil Mechanism Committee, if deems fit, may call for further information or particulars from the complainant.

7   INVESTIGATION

7.1 All Protected Disclosures under this policy will be recorded and thoroughly investigated. The Vigil Mechanism 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.

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

7.3 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.

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

7.5  Subject(s) have a right to consult with a person or persons of their choice, other than the Vigilance and Ethics Officer / Investigators and/or members of the Vigil Mechanism Committee and/or the Whistle Blower.

7.6 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).

7.7 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 wrongdoing against a Subject(s) shall be considered as maintainable unless there is good evidence in support of the allegation.

7.8 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.

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

7.10 Any member of the Vigil Mechanism 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.

8 DECISION AND REPORTING

8.1 If an investigation leads the Vigilance and Ethics Officer / Chairman of the Vigil Mechanism Committee to conclude that an improper or unethical act has been committed, the Vigilance and Ethics Officer / Chairman of the Vigil Mechanism Committee shall 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.

8.2 The Vigilance and Ethics Officer shall submit a report to the Chairman of the Vigil Mechanism Committee on a regular basis about all Protected Disclosures referred to him/her since the last report together with the results of investigations if any.

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

8.4 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.

8.5 A complainant who makes false allegations of unethical & improper practices or about alleged wrongful conduct of the Subject to the Vigilance and Ethics Officer or the Vigil Mechanism Committee shall be subject to appropriate disciplinary action in accordance with the rules, procedures, and policies of the Company.

8.6  A report with the number of complaints received under the Policy and their outcome shall be placed before the Vigil Mechanism Committee.

9   SECRECY/CONFIDENTIALITY

9.1 The complainant, Vigilance Officer and everybody involved in the process shall:

9.1.1 Maintain confidentiality of all matters under this Policy.

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

9.1.3 Not keep the papers unattended anywhere at any time.

9.1.4 Keep the electronic mails/files under the password.

10  CONFIDENTIALITY AND PROTECTION

10.1 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.

10.2 A Whistle Blower may report any violation of the above clause to the Chairman of the Vigil Mechanism Committee, who shall investigate the same and recommend suitable action to the management.

10.3 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 Vigil Mechanism 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.

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

10.5 Provided however that the complainant before making a complaint has a 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 Vigil Mechanism 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.

11  ADMINISTRATION AND REVIEW OF THE POLICY

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

12  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.