Introduction

Birlasoft has adopted this Whistle Blower Policy in line with the objective of strengthening the governance mechanism and to report to the management instances of unethical behaviour, actual or suspected misconduct and fraud. This policy will also meet the requirement of the Companies Act,
2013.

Objective

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

This Policy aims to provide an avenue for employees and Directors to raise concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, improper misconduct, unethical behaviour etc.

Scope

The Policy shall extend to whole of the Company. The Policy shall be available on the Company’s website at www.birlasoft.com.

Employees, Directors and Vendors associated with the Company are eligible to make protected disclosures under this Policy. The Whistle Blower’s role is to report or raise any concerns which the individual believes is an internal malpractice or wrongdoing which could affect the business or reputation of the Company. Any allegation which falls within the scope of the concerns identified below will be seriously considered and investigated.

These concerns would include but are not restricted to: -

  • Fraud;
  • Financial malpractice;
  • Failure to comply with legal requirements or violation of Company policies on matters related to integrity and ethics;
  • Improper conduct or unethical professional behaviour;
  • Attempts to conceal any material facts;
  • Negligence causing substantial and specific danger to public health;
  • Any unlawful act whether criminal/civil;
  • Colluding with third parties/associates to exploit the company;
  • Wastage / misappropriation of Company Funds/assets;

Duties of Whistle Blowers:

  • Report any improper practice 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 concern and submit evidence when called for.
  • Avoid anonymity when raising a concern.
  • Follow the procedures prescribed in this Policy for making a Disclosure.
  • Co-operate with investigating authorities, 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 allegations by employees may attract disciplinary action
  • A Whistle Blower has the right to protection from retaliation. But this does not extend to immunity for involvement in the matters that are the subject of the allegations and investigation
  • Whistle Blowers should not act on their own in conducting any investigative activities, nor do they have a right to participate in any investigative activities other than as requested by the Designated Authority/ Audit Committee.

Whistle blowers provide initial information based on a reasonable belief that an alleged wrongful conduct has occurred. The motivation of a whistle blower is irrelevant to the consideration of the validity of the allegations.

Whistle blower has a responsibility to be candid with the members of the Whistle blower Committee/ Audit Committee, as the case may be, to whom they make a report of alleged improper activities and shall set forth all known information regarding any reported allegations

Reporting a Concern

All suspected concerns/violations are to be reported to the Head of Internal Audit (Designated Authority) for investigation at the following contacts:

Email:

whistleblower@birlasoft.com

Mailing Address:

Head of Internal Audit,
Birlasoft, H-9,
Sector -63,
Noida,
Uttar Pradesh – 201306,
India

Protected Disclosures should preferably be reported in writing so as to ensure a clear understanding of the issues raised and should either be typed or written in a legible handwriting in English, Hindi or in the regional language of the place of employment of the Whistle Blower.

The Protected Disclosure should be forwarded under a covering letter. This shall bear the identity of the Whistle Blower.

In case the Complaint is regarding any exceptional matter or involving members of the Senior Management Team of the Company including the Key Managerial personnel, or concerning financial/accounting matters the Designated Authority shall forward the Protected Disclosure to the Chairman of Audit Committee for investigation. All other Protected Disclosures shall be investigated by the Designated Authority.

The protected disclosure should be completely factual. Complete details must be elaborately discussed by the Whistle Blower to enable right and swift course of action.

If a Protected Disclosure is received by any executive of the Company other than the Designated Authority or Audit Committee, the same should be forwarded to the Designated Authority or Audit Committee for further appropriate action.

Protection of Whistle blower

Subject to provisions under the heading “Untrue allegations”, no unfair treatment will be meted out to a Whistle Blower by virtue of his/her having reported a concern 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.

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

The Identity of the Whistle Blower shall be kept confidential to the extent possible and permitted under law. Any Employee assisting in the said investigation shall also be protected to the same extent as the Whistle Blower.

If a Whistle Blower face any retaliatory action or threat as a result of making a Protected Disclosure he may immediately write to the Chairman of the Audit Committee who will recommend appropriate steps to protect the Whistle Blower from such retaliatory action and ensure implementation of such steps for the protection of the Whistle Blower.

Anonymous Allegations

This Policy encourages individuals to put their name to any Disclosures they make. Disclosures expressed anonymously are much less credible and may not be considered for further investigation. In exercising this discretion, the factors that shall be taken into account by the Designated Authority/Audit Committee will include:

  • The seriousness of the issues raised;
  • The credibility of the concern; and
  • The likelihood of confirming the allegation from attributable sources.

Untrue Allegations

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

Time Frame

The investigation shall be completed normally within 60 days of the receipt of the concern. However, in appropriate cases, the Designated Authority or the Audit Committee as the case may be, for reasons to be recorded in writing may take longer time to complete the investigation.

Amendment and Modification

This Policy may be amended or modified 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 which will be notified to the employees by posting it on the Company’s website at www.birlasoft.com.