WHISTLEBLOWER POLICY

1. Preamble:

Innoviti Technologies Private Limited (formerly, Innoviti Payment Solutions Private Limited) [hereinafter referred to as the “Company” or “Innoviti”] believes in the conduct of affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour.

2. Purpose of this Policy :

This whistleblower policy (“Policy”) is an important element in detection of matters that are corrupt, unethical, illegal or otherwise inappropriate or in violation of law. It provides direction and limits. It explains what matters are reportable, and the process that will be followed in the event the matter is found worthy of investigation.

The objective and approach of all investigations is to provide necessary safeguards for ‘protection of Employees from reprisals or victimization’, for whistleblowing in good faith, while ensuring that Employees do not misuse this Policy as an act of vendetta or for resolving a personal work-related grievance.

3. Definitions:

“Complaint” shall mean a complaint received under this Policy.
“Complainant” shall mean any individual (current or ex-employee) who files a complaint in writing to ombudsman@innoviti.com, about an alleged wrongdoing by an Employee under this Policy.
“Director” shall mean a Director on the Board of the Company whether whole time, nominee director, independent director or otherwise, whether based in India or abroad.
“Employees” shall mean an individual who is on payroll or off- payroll of the Company,such as officers, Directors, key managerial personnel, consultants, contractors, freelancers, third parties working for Innoviti (whether working in India or those deputed abroad).
“Ombudsman” shall mean an individual that shall receive and qualify Complaints as Whistleblower Complaints.
“Personal work-related grievance” are complaints that have implications for the discloser personally and does not have a significant implication for Innoviti. Examples include employment aspects such as transfers, promotion, disciplinary action, salaries etc. These do not qualify as Whistleblower Complaints.
“Whistleblowers” are those Complainants whose Complaint qualifies as a Whistleblower Complaint under this Policy.
“Whistleblower Committee” or “WBC” is an independent committee that shall be constituted to investigate cases found worthy of being a Whistleblower Complaint by the Ombudsman.
(i) “Whistleblower Complaints” are those Complaints that qualify as a Whistleblower Complaints by the Ombudsman.

4. Who is a Whistleblower?

Any individual whether a current or ex-Employee, who lodges a Complaint in writing to ombudsman@innoviti.com, about an alleged wrongdoing by an Employee (as defined under this Policy), will be termed as a Complainant. Their Complaint will qualify as a Whistleblower Complaint if the Ombudsman qualifies it so, and in such an event the Complainant will be called a Whistleblower.

5. What kind of Complaint will qualify as a Whistleblower Complaint?

Complaints of the following nature may qualify as a Whistleblower Complaint if qualified by the Ombudsman as having merit:

Manipulation of company data/records.
Financial irregularities, including fraud, or suspected fraud.
Money laundering or misappropriation of funds.
Criminal offences, illegal conduct, such as theft, violence or threatened violence, and criminal damage against property.
Unauthorized dissemination of confidential or propriety information.
Violation of law/regulation.
Offering or accepting a bribe and,
Any unethical, biased, favoured, imprudent event.

The following types of Complaints will not be considered and taken up under this Policy:

Complaints that are not specific against an individual or department.
Personal work related grievances, including performance, promotion, transfers, or disciplinary actions.
Complaints that are vague, with pseudonyms.
Complaints that are trivial or frivolous in nature.
Complaints that are generic with no details that refer to dates, incidents, locations or people named.
Matters which are pending before a Court of law, State, National Human Rights Commission, Tribunal or any other judiciary or sub judiciary body.
Any matter that is 18 months from the date on which the act constituting violation is alleged to have been committed.
Complaints in retaliation to an action in progress against the Complainant.

6. Complaint Mechanism

6.1. Pre-requisites for making a Complaint:

The Complainant in making a Complaint is automatically bound to:

Adhere to non-disclosure and confidentiality obligationsregarding all matters related to the Complaint that will be automatically sent to them in response to the Complaint being lodged.
Remain fair and transparent about all facts under the Complaint.
Protect the repute of the Company foremost.
Follow all ethics and code of conduct of the Company at all times.
Not contact any external audiences including media regarding the issue.

6.2. Process Flow for making a Complaint.

A Complainant will need to make the Complaint in writing to the Ombudsman by sending an e-mail in English to ombudsman@innoviti.com with the subject matter “Protected Disclosure”.

6.3. Procedure for handling a Complaint is given below:

A Complainant making a Complaint should compile all or the material information that supports the case.
The Complainant should send the Complaint to the Ombudsman. The Complaint should contain as much specific information as possible to allow for proper assessment of the nature and extent of the concern and the urgency of a preliminary investigative procedure. Before accepting the Complaint for investigation, the Complainant must be made aware of his/her duties and rights as a potential Whistleblower by the Ombudsman and given a fair chance to withdraw or further his/her complain without any pressure.
Upon receipt of information, the Ombudsman shall, within 48 hours, acknowledge the receipt of the Complaint and undertake a preliminary investigation to evaluate whether the Complaint qualifies as a “Whistleblower Complaint.” If the Complaint is sent with malicious intent or an ulterior motive to bring disrepute to the Company, then the Ombudsman may dismiss the Complaint and recommend taking appropriate disciplinary action against the Complainant. If the Complaint does not fall under purview of this Policy or does not contain adequate supporting information/evidence, then the Complaint shall be dismissed and if applicable, the same would be redirected to the right forum. If the Complaint is related to a personal grievance, e.g. appraisal rating, promotion etc, it will be dismissed under this Policy and may be forwarded to the Head of Human Resources.
In the event that the Complainant is dissatisfied with the dismissal action undertaken by the Ombudsman, they shall have the right to initiate a review of the Complaint by writing to the Ombudsman again along with additional information, as required, within a maximum of 72 hours from the time of dismissal. The Ombudsman shall provide a response within the next 48 hours as to whether the Complaint is to be considered as a Whistleblower Complaint, and such decision shall be final and binding on the Whistleblower.
If the complaint is established as a Whistleblower Complaint, the Complainant is thereafter referred to as a Whistleblower. The Ombudsman shall direct the Complaint to the WBC who shall conduct a fair and free investigation into the case, with utmost confidentiality, either itself or through an authorised and competent internal or external team. In case the findings point to a wrongdoing by any individual Employee or group of Employees, then the WBC can further summon such Employees for questioning via a written request to appear before the WBC to present their defence statements. However, the Whistleblowers shall not act on their own in conducting any investigative activities, nor do they have a right to participate in any investigative activities. The accused Employee(s) will always be given an opportunity to respond to the material findings in the investigation report. No allegation of wrongdoing against accused shall be considered as maintainable unless there is good evidence in support of the allegation, which in the best understanding of the WBC is maintainable under law.
Under no circumstances, the members of the WBC will reveal the identity of the accused Employee(s) to anyone else – other than all those who are required to know about the case.
The WBC should work towards ensuring that the investigation is completed by following the laws of the land and principles of natural justice within 3 weeks of the Complaint being reported where Complaint involves financial matters and within 1 week of the Complaint being reported for all other matters. It must be noted that time is of the essence to conclude the investigation. If the investigation cannot be completed within the aforementioned timelines, then the WBC needs to have valid and strong reasons for the same and take permission from the Board of Directors of Innoviti for an extension.
Once the investigation is completed, the WBC will submit the report of investigation to the Head of Human Resources or in case the Employee under investigation is the Head of Human Resources, then the CEO with recommendations. In the event the accused is the CEO, then the report will be submitted to the Board of Directors of Innoviti. While providing recommendations, the WBC will consider the following:

Severity of the misconduct.
Impact on the organization (Reputation, Financial / Non – Financial).
Past record of the Employee.
Past precedence of treating similar violations.

The punishment shall constitute a minimum of written warning and may lead to withdrawal of last increment/ demotion, withholding promotion, subject to applicable laws
dismissal from service and/or even prosecution in a court of law.
While implementing the recommendation, the WBC will ensure that the name of the Whistleblower and the person accused is kept confidential at all times, unless required by law.
All Complaints received along with the result of investigation relating thereto shall be retained by the Company for a minimum period of 7 (seven) years.
The Company shall disclose this Policy on its website.

Note: The decision of the WBC will be final and binding upon the WhistleBlower and the accused. No further review will be done of the same internally. The WBC will take decisions unanimously or with 75% of the WBC members agreeing to the decision.

7. Protection

The process is designed to offer protection to the Whistleblower provided that the Whistleblower Complaint is in good faith.

Innoviti affirms that it will not allow any Whistleblower to be victimized for making a Whistleblower Complaint. Innoviti condemns any kind of discrimination, harassment, victimization or any other unfair employment practice adopted against the Whistleblower(s). Complete protection will be given to the Whistleblower(s) against any unfair practices like retaliation, threat or intimidation or 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 Whistleblower’s right to continue to perform his/her duties/functions in a free and fair manner, subject to the Whistleblower acting in accordance with their duties as outlined in Section 9 below.

The WBC will treat all Complaints in a confidential and sensitive manner. In specific cases where the criticality and necessity of disclosing the identity of the Whistleblower is important, it may be disclosed, on a ‘need-to-know-basis’, during the investigation process and, subject to applicable law, only with the prior approval of the Whistleblower.

8. Dealing with anonymity

A Whistleblower may choose to keep his/her identity anonymous. In such cases, the Whistleblower Complaint should be specific and detailed, and accompanied with material evidence and data. You can choose to make your disclosure anonymously and if so, you will still be protected under this Policy. However, requiring complete anonymity may make it more difficult for the Ombudsman and/or the WBC to assess/investigate the Complaint or take the action they would like to take. By letting them know who you are, they can contact you directly to discuss your concerns which will help them in assessing/investigating the Complaint more quickly and efficiently.

9. Duties of the Whistleblower (or Complainant):

Every Whistleblower is expected to read and understand this Policy and abide by it. It is recommended that any individual who wishes to report, do so after gathering adequate facts (which are not speculative or in the nature of an interpretation / conclusion) /data to substantiate the Complaint and not complain merely on hearsay or rumour. This also means that no action shall be taken against the Whistleblower, if the Complaint was made in good faith, but no misconduct was confirmed on subsequent investigation. However, if a Complaint, after an investigation proves to be frivolous, malicious or made with an ulterior intent, the Ombudsman/ WBC shall undertake appropriate disciplinary or legal action against the concerned Whistleblower.

A Whisteblower is expected:

To be always genuine and authentic with the Complaint.
To have a substantial facts and basis for their Complaints.
At all times follow the code of conduct of the Company. Strict disciplinary action resulting in dire consequences including termination with immediate effect without any severance package may be initiated in case:-

The Complaint has malafide intent only to bring disrepute to the Company or its Employees.
An attempt to create frivolous complaints is made that are with intent to settle personal grudges.
The Complainant has violated confidentiality clause and attempted to spread information about the Complaint.
Has failed to cooperate with the Ombudsman/WBC by hiding facts or mispresenting facts or presented false narratives.
Has tried to access Company information that is confidential without proper authority or shared confidential information with any unauthorized persons.

To not expect any special privilege in return of his/her act including right to be out of turn apprised for his/her performance, excused from duties or any benefits that otherwise are not part of their employment agreement.

The Company has the right to compensate, as per its rules and recommendations of the WBC, to any genuine Whistleblower depending on the gravitas of the case.

10. Whistleblower Committee (WBC)

The Company will have an Ombudsman appointed for determination of the worthiness of the Complaint to qualify for investigation by the WBC.

If the Complaint is worthy of being forwarded to WBC as determined by the Ombudsman, then the Head HR (or the CEO in case the complaint is against the Head HR) will form a WhistleBlower Committee (WBC) comprising of 4- 5 members that includes: –

CEO or One representative from the Board of Directors
HR & Compliance functional head (to provide all relevant policy interventions and verify facts on Employees and policies)
Corporate Communication/ Corporate Governance functional head (to ensure safeguard of company reputation providing appropriate communication and policy guidelines)
An Independent member (any one not directly linked with the company – a CA/auditor/CS in case of financial fraud).
A member from a legal team/ or independent legal counsel.

Note: If the Complaint is directed towards one of the above members, including the Board of Directors, then such a member will not be part of the investigating committee and replaced by another appropriate member appointed by the Board of Directors of Innoviti or where the Complaint is against some of the Directors, then only such Directors who are not mentioned/involved in Complaint can appoint the replacement. However, if the Complaint is against all the Directors, then the WBC will not have any Directors as its members and only such other members listed above will constitute the WBC who can take up the complaint. It is clarified that the WBC cannot at its own remove any Director(s). The removal of Directors may only be undertaken by following the process prescribed under Section 169 of the Companies Act, 2013 which inter alia, includes obtaining shareholders’ approval.

Rules for all members part of the WBC.

To sign a strict non-disclosure and confidentiality bond about all matters related to the investigation and to pledge not to share the process with anyone except the authorized body.
To remain fair and transparent about all facts presented.
To uphold the right to protect the repute of the company foremost.
To follow all ethics and code of conduct of the company throughout the investigation.
To follow all protocols of addressing external audiences including media.