POLICY ON VIGIL MECHANISM (WHISTLE BLOWER)

The Ministry of Corporate Affairs has notified Section 177 to come into effect from April 1, 2014 which requires every listed company and the companies belonging to the following class or classes shall establish a vigil mechanism for their directors and employees to report genuine concerns or grievances in such manner as may be prescribed:

the Companies which accept deposits from public.
the Companies which have borrowed money from banks and public financial institutions in excess of Rs 50 Crores.
The Company has adopted a Code of Conduct for Directors and Senior Management Personnel (“the Code”), which lays down the principles and standards that should govern the actions of the Directors and Senior Management Personnel.

Any actual or potential violation of the Code, howsoever insignificant or perceived as such, is a matter of serious concern for the Company. Such a vigil mechanism shall provide for adequate safeguards against victimization of persons, who use such mechanism and also make provision for direct access to the chairperson of the Audit Committee in appropriate cases.

2.1 In compliance of the above requirements, Mayfair Hotels and Resorts Ltd, (MHRL), being Company, with borrowings in excess of Rs 50 Crores has established a Vigil Mechanism and formulated a Policy in order to provide a framework to protect employees wishing to raise concern about serious irregularities within the company.

3.1 The Vigil (Whistle Blower) Mechanism aims to provide a channel for the Directors and employees to report to the concerned authorities genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Codes of Conduct or policy.

3.2 The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, the Company encourages its employees who have genuine concerns about suspected misconduct to come forward and express their concerns without fear of punishment or unfair treatment.

3.3 The mechanism provides for adequate safeguards against victimization of Directors and employees to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in appropriate cases.

3.4 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.

4.1 “Protected Disclosure” means a written communication of a concern made in good faith, which discloses or demonstrates information that may evidence an unethical or improper activity under the title “SCOPE OF THE POLICY” with respect to the Company. It should be factual and not speculative and should contain as much specific information as possible to allow for proper assessment of the nature and extent of the concern.

4.2 “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.

4.3 “Vigilance Officer/Vigilance Committee or Committee” is a person or Committee of persons, nominated/appointed to receive protected disclosures from whistle blowers, maintaining records thereof, placing the same before the Audit Committee for its disposal and informing the Whistle Blower the result thereof.

4.4 “Disciplinary Action” means any action that can be taken on completion of / during the investigation proceedings by the Competent Authority as he/she deems fit considering the gravity of the matter.

4.5 “Employees” mean the entire employee force who are working for Mayfair Hotels and Resorts Limited.

4.6 “Improper Activity” means unethical behavior, actual or suspected fraud, embezzlement etc., violation of the Company’s general guidelines on conduct, moral turpitude, unlawful conduct etc. by an employee of Mayfair Hotels and Resorts Limited.

4.7 “Investigators” means those persons authorized, appointed, consulted or approached by the Competent Authority in connection with conducting investigation into a protected disclosure.

4.8 “Subject” means a person against or in relation to whom a protected disclosure is made or evidence gathered during the course of an investigation.

4.9 “Whistle Blower” is a director or employee who makes a Protected Disclosure under this Policy and also referred in this policy as complainant.

5.1 Whistle Blower/Vigil Mechanism Policy shall be applicable for all employees and to all Directors of Mayfair Hotels and Resorts Limited.

5.2 The Policy is an extension of the Code of Conduct for Directors & Senior Management Personnel and covers disclosure of any unethical and improper or malpractices and events which have taken place/are suspected to take place involving:

1. Breach of the Company’s Code of Conduct
2. Breach of Business Integrity and Ethics
3. Breach of terms and conditions of employment and rules thereof
4. Intentional Financial irregularities, including fraud, or suspected fraud
5. Deliberate violation of laws/regulations
6. Gross or Wilful Negligence causing substantial and specific danger to health, safety and environment
7. Manipulation of company’s data/records
8. Pilferation of confidential/propriety information
9. Gross Wastage/misappropriation of Company funds/assets
10. Any other Act may be considered as an offence by the Committee.
11. Any act affecting the goodwill of the Company

6.1 Terms that have not been defined in this Policy shall have the same meaning assigned to them in the Companies Act, 2013 as amended from time to time.

7.1 All Protected Disclosures should be reported in writing by the complainant as soon as possible, not later than 30 days after the Whistle Blower becomes aware of the same and should either be typed or written in a legible handwriting .

7.2 The Protected Disclosure should be submitted under a covering letter signed by the complainant in a closed and secured envelope and should be super scribed as “Protected disclosure under the Whistle Blower policy” or sent through email with the subject “Protected disclosure under the Whistle Blower policy”.

7.3 If the complaint is not super scribed and closed as mentioned above, the protected disclosure will be dealt with as if it is a normal disclosure.

7.4 All Protected Disclosures should be addressed to the Vigilance Officer of the Company or to the Chairman of the Audit Committee in appropriate cases.

7.5 The contact details of the Vigilance Officer are as under:-
Name and Address – Sri Prasant Das, Area Vice-President (Operations)
8B, Jaydev Vihar, Bhubaneswar -751013.

7.6 In order to protect the identity of the complainant, the Vigilance Officer will not issue any acknowledgement to the complainants and they are not advised neither to write their name / address on the envelope nor enter into any further correspondence with the Vigilance Officer.

7.7 Anonymous / Pseudonymous disclosure shall not be entertained by the Vigilance Officer.

7.8 On receipt of the protected disclosure the Vigilance Officer shall detach the covering letter bearing the identity of the Whistle Blower and process only the Protected Disclosure.

8.1 Investigation shall be launched if the Competent Authority is satisfied after
Preliminary review that:

a) The alleged act constitutes an improper or unethical activity or conduct; and
b) The allegation is supported by information and specific enough to be investigated or in cases where the allegation is not supported by specific information; it is felt that the concerned matter deserves investigation.

8.2 The decision taken by the Competent Authority to conduct an investigation is by itself not to be construed as an accusation (ilzam) and is to be treated as a neutral fact finding process.

8.3 The identity of the subject(s) and the Whistle Blower will be kept confidential.

8.4 Complainant(s) will normally be informed of the allegations at the commencement of a formal investigation and will be given opportunities for providing their inputs during the investigation.

8.5 Complainant(s) shall have a duty to co-operate with the Investigator(s) during investigation to the extent that such co-operation will not compromise self-incrimination protections available under the applicable laws.

8.6 Complainant(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, threatened or intimidated by the Complainant(s).

8.7 Unless there are compelling reasons not to do so, Complainant will be given the opportunity to respond to material findings contained in an investigation report. No allegation of wrongdoing against a Complainant(s) shall be considered as maintainable unless there is good evidence in support of the allegation.

8.8 The investigation shall be completed normally within 60 days of the date of receipt of the protected disclosure or such extended period as the Competent Authority may permit for reasons to be recorded.

8.9 Complainant(s) have a right to be informed of the outcome of the investigation.

8.10 Investigators(s) are required to conduct a process towards fact finding and analysis. Investigator(s) shall derive their authority from Competent Authority when acting within the course and scope of their investigation. The Investigator(s) shall submit his/their report to the Competent Authority.

8.11 All Investigators shall perform their role in an independent and unbiased manner; Investigators have a duty of fairness, objectivity, thoroughness, ethical behaviours and observance of professional standards.Investigators will not tamper /destroy evidence.

8.12 All Investigators are authorized to take reasonable steps including reprimand against the Whistle blower in case of repeated frivolous complaints.

9.1 If an investigation leads to a conclusion that an improper or unethical act has been committed, the Chairman of the Audit Committee shall recommend to the Board of Directors of the Company to take such disciplinary or corrective action as it may deem fit.

9.2 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.

9.3 A quarterly report with number of complaints received under the Policy and their outcome shall be placed before the Audit Committee and the Board.

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

10.1 The complainant, Vigilance Officer, Members of Audit Committee, the Subject and everybody involved in the process shall, 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 and keep the papers in safe custody.

11.1 No unfair treatment will be meted out to a Whistle Blower by virtue of his/ her having reported a Protected Disclosure under this policy. Adequate safeguards against victimisation of complainants shall be provided.

11.2 The Company will take steps to minimize difficulties, which the Whistle Blower may experience as a result of making the Protected Disclosure.

11.3 The identity of the Whistle Blower shall be kept confidential to the extent possible and permitted under law.

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

12.1 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.

12.2 Protection under this Policy would not mean protection from disciplinary action arising out of false or baseless allegations made by a Whistle Blower knowing it to be false or baseless or with a mala fide intention.

12.3 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.

13.1 The Whistle Blower shall have right to access to Chairman of the Audit Committee directly in appropriate cases and the Chairman of the Audit Committee is authorized to prescribe suitable directions in this regard.

14.1 Directors and Employees shall be informed of the Policy by publishing on the notice board and the website of the Company.

15.1 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 5 (five) years or such other period as specified by any other law in force, whichever is more.

16.1 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 modifica16.1 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 Directors and employees unless the same is not communicated in the manner described as above.tion will be binding on the Directors and employees unless the same is not communicated in the manner described as above.