Rustomjee Urbania - Overview

CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION

WHISTLE BLOWER POLICY / VIGIL MECHANISM

1. OBJECTIVE

   The Company is committed to adhere to the highest standards of ethical, moral, honesty, healthy working environment and business operations for its employees and associates. Company is committed to the deterrence, detection and correction of misconduct and dishonesty. To maintain these standards, the Company encourages its employees and associates who have concerns about misconduct and / or suspected misconduct to come forward and report incidence without fear of punishment or unfair treatment. The discovery, reporting and documentation of such acts provide a sound foundation for the protection of innocent parties, the taking of disciplinary action against offender.

   The Company has a Code of Conduct ("the Code"), which lays down the principles and standards that should govern the actions of the Company and its employees. Any actual or potential violation of the Code, howsoever insignificant or perceived as such, would be a matter of serious concern for the Company.

   The impact of misconduct and dishonesty may include:

   • the actual financial loss incurred;
   • damage to the reputation of our Company and our employees;
   • negative publicity;
   • the cost of investigation;
   • loss of employees;
   • loss of customers;
   • damaged relationships with our contractors and suppliers;
   • litigation;
   • damaged employee morale;
2. THE POLICY

   In order to achieve the above stated objective Company has rolled out Whistle Blower Policy / Vigil Mechanism which covers malpractices and events which have taken place / suspected to have taken place, misuse or abuse of authority, fraudulent activities or suspected fraudulent activities, violation of Company Code, manipulations, negligence causing danger to public health and safety, misappropriation of funds and other matters or activity on account of which the interest of the Company is affected and formally reported by Whistle Blower.

   A Whistle Blower Policy / Vigil Mechanism provides adequate safeguard against victimization and a channel for all to report to the management about all incidence like unethical behavior, actual or suspected fraudulent activities or violation of the Code or Policy.

3. DEFINITIONS
   • Audit Committee" means a Committee constituted by the Board of Directors of the Company in accordance with guidelines of Companies Act, 2013.
   • "Board" means the Board of Directors of the Company.
   • "Company" means the Kapstone Constructions Private Limited.
   • "Employee" means all the present employees and whole time Directors of the Company (whether working in India or abroad).
   • "Fraud" means deliberate deception to secure or attempt to secure, unfair or unlawful benefits or gains from the Company or the third parties associated with the Company. This may include embezzlement of Company fund or misappropriation of Company assets in the form of money or property or data or intellectual property or any other mode.
   • "Fraudulent Activities" include misconduct and dishonesty but are not limited to:-
     • Fraud and other unlawful acts;
     • Theft or other misappropriation of assets, including assets of the Company, our customers, suppliers or others with whom we have a business relationship;
     • Financial Malpractices;
     • Mis-statements and other irregularities in Company records, including the intentional mis-statement of the results of operations;
     • Profiteering as a result of insider knowledge of Company activities;
     • Disclosing confidential and proprietary information to outside parties;
     • Forgery or other alteration of documents;
     • Accepting or seeking anything of value from contractors, vendors, or other persons providing services/materials to the Company;
     • Any similar acts;
   • "Policy" means the Whistle Blower Policy / Vigil Mechanism.
   • "Protected Disclosure" means disclosure of incidence as stated below and made in good faith by a Whistle Blower, through a written communication and made in good faith. It should be factual and not speculative or in the nature of an interpretation / conclusion and should contain as much specific information as possible to allow for proper assessment of the nature and extent of the incidence.
     • Fraudulent activities;
     • Improper conduct, misconduct or unethical behavior;
     • Dangers to health and safety environment;
     • Acts which violate the Company’s Code of Conduct;
     • Failure to comply with legal requirements and Company Policy;
     • Attempts to conceal any material facts
   • "Subject" means a person or group of persons against or in relation to whom a Protected Disclosure is made or evidence gathered during the course of an investigation.
   • "Whistle Blower" means Employees or Directors of the Company who makes a Protected Disclosure of incidences mentioned therein and also referred in this Policy as complainant.
4. WHISTLE BLOWER INVESTIGATING COMMITTEE

   Audit Committee in consultation with Board constituted a Whistle Blower Investigating Committee (WBIC) which shall be responsible for investigating all incidences reported under Protected Disclosures and report its finding and recommend suitable actions to the Board in consultation with the Audit Committee.

   WBIC will consist of four or more members. The Managing Director along with one investor nominee Director should be permanent member of the WBIC. Managing Director will chair the meeting. Other members could be from any functional department / or as may be selected by the permanent members. The Company Secretary shall act as secretary to the WBIC.

5. DUTIES OF THE WHISTLE BLOWER INVESTIGATING COMMITTEE
   • Proceedings of the investigation shall be conducted in the fair and unbiased manner.
   • Fact finding process should be comprehensive.
   • Confidentiality of information and complainant.
   • In consultation with Audit Committee, reports its finding and recommend suitable actions to the Board.
6. ROLES AND DUTIES OF WHISTLE BLOWER
   • The Whistle Blower role is to report an incidence as mentioned in the Protected Disclosure which he /she believes that could affect the business or reputation of the Company. While reporting Whistle Blower should provide his particulars.
   • Post reporting the Protected Disclosure, the Whistle Blower should not disclose the Protected Disclosure to any other person.
   • Whistle Blower should not act on its own in conducting any investigating activities, nor do they have a right to participate in any investigative activities unless required by WBIC.
   • Report any incidence on time. Delay in reporting may lead to loss of evidence and also financial loss for the Company.
   • Although they are not required to provide proof, they must have sufficient cause for reporting.
   • Avoid anonymity when making Protected Disclosure.
   • Follow the procedure prescribed in this Policy for making the Protected Disclosure.
   • Cooperate with the WBIC in maintaining full confidentiality.
   • The intent of the Policy is to bring genuine and serious issues to the fore and it is not intended for petty disclosures. Malicious allegation of the employee may attract disciplinary actions.
   • A Whistle Blower has the right to the protection from retaliation, but this does not extent to immunity from involvement in the matters that are subject of allegations and investigations.
7. REPORTING THE INCIDENCE

   In order to keep confidentiality of information and complainant, Protected Disclosures should be preferable reported at e-mail ID report.rustomjee@gmail.com. In exceptional cases where the complainant doesn’t have access to the email then, only in those case, Protected Disclosure can be made (in sealed envelope) addressed to Whistle Blower Investigating Committee. The sealed envelope can be dropped at Head Office.

8. INVESTIGATION

   All Protected Disclosures under this Policy will be recorded and thoroughly investigated. The WBIC 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. The decision to conduct an investigation is by itself not an accusation and is to be treated as a neutral fact finding process.

   The investigation shall be completed normally within 45 days of the receipt of the Protected Disclosure and is extendable by such period as the Board / Audit Committee deems fit.

   It is duty of WBIC to maintain confidentiality of all matters under this Policy. Discuss only to the extent or with those persons as required under this Policy for completing the process of investigations. While investigating Protected Disclosure, WBIC should not keep the papers unattended anywhere at any time and keep the electronic mails / files under password.

9. RIGHTS AND DUTIES OF SUBJECT

   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.

   Subject(s) have a right to consult with a person or persons of their choice, other than the members of the Audit Committee and/or the Whistle Blower.

   Subject(s) shall have a duty to co-operate with the WBIC or any of the officers and/ or an outside agency appointed by it in this regard.

   Subject(s) have a responsibility not to interfere with the investigation. Evidence shall not be withheld, destroyed or tampered with and witness shall not be influenced, coached, threatened or intimidated by the Subject(s).

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

   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.

10. DECISION AND REPORTING

    The WBIC in consultation with Audit Committee shall submit its report to the Board of all Protected Disclosures referred since the last reported together with the results of investigations, if any.

    If WBIC along with Audit Committee are of the opinion that Subject(s) have committed any incidence as reported under Protected Disclosure, then shall recommend to the Board to take such disciplinary or corrective action as they may deem fit.

    If the report of investigation is not to the satisfaction of the complainant, the complainant has the right to report the event to the Chairman of the holding Company.

    A Whistle Blower, who makes false allegations of unethical & improper practices or about alleged wrongful conduct of the Subject(s), shall be subject to appropriate disciplinary action in accordance with the rules, procedures and policies of the Company.

11. PROTECTION

    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 condemns any kind of discrimination, harassment, victimization or any other unfair employment practice adopted against Whistle Blower. Complete protection will, therefore, be given to Whistle Blower 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 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 Audit Committee is authorized to initiate appropriate action as per extant regulations against the person or agency making such disclosure. The identity of the complainant, 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.

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

12. UNTRUE ALLEGATION

    In making a disclosure, the Whistle Blower should exercise due care to ensure the accuracy of the information. If he / she make an allegation in good faith, which is not confirmed by subsequent investigation, no action will be taken against him / her. If however, he / she make malicious or vexatious allegations and particularly if he/she persists with making them despite the outcome of the investigation, disciplinary action may be taken against him / her. However the intention is to provide full protection to Whistle Blower acting in good faith.

13. COMMUNICATION

    A Whistle Blower Policy cannot be effective unless it is properly communicated to all employees and Directors. The Policy will be put on the website of the Company.

14. RETENTION OF DOCUMENTS

    All Protected Disclosures in writing or documented along with the results of Investigation relating thereto, shall be retained by the Company for a period of 2 (two) years or such other period as specified by any other law in force, whichever is more.

15. 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 unless the same is notified to them in writing.

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