SERVOTEACH INDUSTRIES LTD, 501, Triveni Krupa, Carter Road No. 3, Opp.

Ambaji Mata Temple, Borivali (E), Mumbai-400066 (SIL)

VIGIL MECHANISM AND WHISTLE BLOWER POLICY OF GIL

1. BACKGROUND

1.1 Under Section 177(9) of the Companies Act 2013, every listed company is required to
establish a vigil mechanism for directors and employees to report genuine concerns in such
manner as may be prescribed. Also, as per Section 177(10) of the Companies Act, 2013, such a
vigil mechanism is required to provide for adequate safeguards against victimisation of persons
who use such mechanism and make provision for direct access to the chairperson of the Audit
Committee in appropriate or exceptional cases. Also, the details of establishment of such
mechanism are required to be disclosed by the company on its website and in the report of the
Board of Directors.

1.2 Further, as per Companies (Meetings of Board and its Powers) Rules 2014, among others,
a company which has accepted deposits from the public and a company which has
borrowed money from banks and public financial institutions in excess of Rs.50 crore is
required to establish a vigil mechanism.

1.3 Also, Clause 49 of the Listing Agreement between listed companies and the stock
exchanges, as amended from time to time, inter alia, provides for all listed companies to
establish a vigil mechanism for directors and employees to report, concerns about
unethical behaviour, actual or suspected fraud or violation of the company’s code of
conduct or ethics policy. This mechanism is also required to provide for adequate
safeguards against victimization of director(s) / employee(s) who avail of the mechanism
and also provide for direct access to the Chairman of the Audit Committee of the
company in exceptional cases. As also provided under the Companies Act, 2013, the
details of establishment of such mechanism is required to be disclosed on the Company’s
website and in the report of Board of Directors.

1.4 In light of the aforesaid background and further as a responsible law abiding corporate
citizen, SIL has established this Vigil Mechanism and Whistle Blower Policy (hereinafter
referred to as “Policy”).

2. POLICY OBJECTIVES

2.1 This Policy provides a channel to the directors and employees of SIL to report to the
management, inter alia, concerns about unethical behaviour, fraud or violation of the
Company’s Code of Conduct (Refer Clause 4.1 here-in). The mechanism provides for
adequate safeguards against victimization of employees of SIL and also provides for
direct access to the Chairman of the Audit Committee in exceptional cases.

2.2 It is clarified that this Policy neither absolves 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 against people in authority and / or colleagues in
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general.

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3. DEFINITIONS

“Alleged wrongful conduct” shall mean violation of law, infringement of Company’s

rules, misappropriation of monies, actual or suspected fraud or abuse of authority for any
fraud / unethical conduct, as included in the “Scope of the Policy”.

“Audit Committee” means a Committee constituted by the Board in accordance with

Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement entered
into by the Company with the Stock Exchanges.

“Board” means the Board of Directors of the Company.

“Company” means the Servoteach Industries Ltd (SIL).

“Employee” means all permanent employees – on the roles of the company and whole
time Director/s of the Company.

“Nodal Officer” means an officer of the Company nominated by the Executive Director
(ED) of the Company to receive protected disclosures from whistle blowers, maintaining
records thereof, placing the same before the Audit Committee of the Company for its
disposal and informing the whistle blower the result thereof.

“Protected Disclosure” means a concern raised by a Director or an employee or a group

of employees of the Company, through a written communication and made in good faith
which discloses with evidence an unethical or improper activity under the title “SCOPE
OF THE POLICY” with respect to the Company. However, the Protected Disclosures
should be factual and not speculative or in the nature of an interpretation / conclusion and
should contain specific evidence to allow for proper assessment of the nature and extent
of the concern alongwith a declaration as per annexure A to this policy.

“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” is a Director or an employee or group of employees who make a

Protected Disclosure under this Policy.

“Investigators” means persons/ bodies appointed, consulted or approached by the Nodal

Officer [NO] / Chairperson of the Audit Committee [CAC] and may include the auditors
of the Company.

4. SCOPE OF THE POLICY

4.1 This Policy inter alia covers malpractices, misuse or abuse of authority, fraud / unethical
conduct, misappropriation of monies and other matters or activity on account of which
the interest of the Company is affected and formally reported by Whistle Blowers. The
Whistle Blower’s role is that of a reporting party with reliable evidence.

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5. DISQUALIFICATIONS

5.1 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.

5.2 Protection under this Policy would not mean protection from disciplinary action arising
out of false or bogus allegations made by a Whistle Blower.

5.3 Whistle Blowers, who make a Protected Disclosure, which has been subsequently found
to be false or bogus or reported otherwise than in good faith, will be disqualified from
reporting further Protected Disclosures under this Policy. In respect of such Whistle
Blowers, Audit Committee/ NO would reserve its right to take/ recommend appropriate
disciplinary action.

5.4 Notwithstanding anything stated in this Policy, issues with regard to promotions,
increment, performance incentive, leave sanctions, transfer or any other action arising out
of terms of employment or actions pursuant to company’s initiative towards lean
management will not be dealt with under this Policy.

6. PROCEDURE

6.1 All Protected Disclosures concerning financial/accounting matters of the Company

should be addressed to the CAC of the Company for investigation.

6.2 In respect of all other Protected Disclosures, those concerning the NO and employees at
the levels of Vice Presidents or above should be addressed to the CAC of the Company
and those concerning other employees should be addressed to the NO of the Company.

6.3 The contact details of the Chairman of the Audit Committee are as under:

Mr. Avijit Vasu

23/912, Holi Chwk,
Behind Solanki Gym,
Cho[asani Housing Board,
Jodhpur, Rajsthan-342008
Email : avijitvasu@yahoo.in

Mr. Radheshyam Lahoti

501, Triveni Krupa, Carter Road
No. 3, Opp. Ambaji Mata Temple,
Borivali (E), Mumbai-400066
Email : rslahoti@servotech-india.com

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6.4 If a Protected Disclosure is received by any executive of the Company other than
CAC/NO, the same should be forwarded to the CAC /NO, as applicable as per Clause 6.1
and Clause 6.2 above for further appropriate action.

6.5 Protected Disclosures should 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 or Hindi & signed by the whistle blower.

6.6 The Protected Disclosure alongwith Annexure A (from employees) should be forwarded
under a covering letter which shall bear the identity of the Whistle Blower. The
CAC/NO, as the case may be shall detach the covering letter alongwith Annexure A and
forward only the Protected Disclosure to the Investigators for investigation. Any
disclosure without Annexure A will not be processed.

6.7 The Whistle Blower should disclose his/her identity in the covering letter forwarding
such Protected Disclosure.

6.8 After making a “Protected Disclosure” where an employee resigns / retires, settlement of
the dues would be done after the conclusion of the investigation.

6.9 On submission of resignation/ termination, an employee becomes ineligible for making a

“Protected Disclosure”.

7. INVESTIGATION

7.1 All Protected Disclosures reported under this Policy will be investigated in the manner
and mode as decided by the CAC/NO on a case to case basis including involving any
Investigators for the purpose of investigation.

7.2 The decision to conduct an investigation taken by the CAC/NO is by itself not an
accusation and is to be treated as a neutral fact-finding process. The outcome of the
investigation may not support the reporting of the Whistle Blower that an improper or
unethical act was committed.

7.3 The identity of a Subject and the Whistle Blower will be kept confidential to the extent
possible given the legitimate needs of law and the investigation.

7.4 Subjects shall have a duty to co-operate during investigation to the extent that such co-
operation will not compromise self-incrimination protections available under the
applicable laws.

7.5 Subjects have a right to consult with a person or persons of their choice, other than the
CAC/ NO / Investigators / the Whistle Blower. Subjects shall be free at any time to
engage counsel at their own cost to represent them in the investigation proceedings.
However, if the allegations against the subject are not sustainable, then the Company
shall reimburse such costs.

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7.6 Subjects/ Whistle Blower have a responsibility not to interfere with the investigation.

7.7 Evidence shall not be withheld, destroyed or tampered with, and witnesses shall not be
influenced, coached, coerced, threatened or intimidated by the Subjects / Whistle Blower.

7.8 Unless there are compelling reasons not to do so, Subjects will be given the opportunity
to respond to material findings contained in an investigation report. No allegation of
wrong doing against a Subject shall be considered as maintainable, unless it is proved.

7.9 It shall be the endeavour of the Company to have the investigation completed within 45
days of the receipt of the Protected Disclosure.

8. PROTECTION

8.1 No unfair treatment will be meted out to a Whistle Blower by virtue of his/her having
reported a Protected Disclosure under this Policy. Protection will, therefore, be given to
Whistle Blowers against any unfair practice.

8.2 The identity of the Whistle Blower shall be kept confidential during the process of
investigation to the extent possible and permitted under law.

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

9. INVESTIGATORS

9.1 Investigators are required to conduct a search towards fact-finding and analysis.
Investigators shall derive their authority and access rights from the CAC/NO when acting
within the course and scope of their investigation.

9.2 Technical and other resources may be drawn upon as necessary to augment the
investigation as determined fit by the Investigators. All Investigators shall be unbiased.
Investigators have to be fair, objective, thorough, ethical and observe legal and
professional standards.

10. DECISION

If an investigation leads the CAC/NO to conclude that an improper or unethical act has
been committed, the CAC shall recommend to the management of the Company to take
such disciplinary or corrective action as the CAC/NO 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 legal provisions.

11. REPORTING

A report to the Audit Committee shall be submitted on a “calendar quarter” basis about
all Protected Disclosures together with the results of investigations.

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12. RETENTION OF DOCUMENTS

All Protected Disclosures along with the results of investigation relating thereto shall be
retained by the NO for a minimum period of five years.

13. 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.

14. NOTIFICATION

This Policy shall be communicated within the Company by putting it on the Company’s
website.

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 Annexure - A

Date:……………………….

To,

The Chairman of Audit Committee/ Nodal Officer

of Vigil Mechanism and Whistle Blower Policy.
Servoteach Industries
Ltd.
31, Chowringhee Road
Kolkata. 700016.

Subject: Declaration towards the authenticity of the disclosure/complaint and awareness of

implications in case of false allegations/ complaint is submitted.

Sir/Madam,

I am working with effect from ………………………….., and presently designated as .................................... ,

working in ……………………………department at ..............................plant/location.

I have made a written allegation/complaint against Mr/ Ms ..................................................................... ,

working as …………………………, in the …………………department at ……………………...plant/location, as per
the provision/s of above policy of the Company.

I declare that, the disclosure/ complaint made by me, against the above named employee, is authentic
and if after the investigations it is found to be false, then I will accept any disciplinary action/s as
decided by the Company, including financial penalty & termination.

Signature of the Complainant ……………………………………..

Name of the Complainant …………………………………………..

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