whistleblower policy

1. Preamble:

Innoviti Technologies Pvt. Ltd. (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 whistle blower policy (“Policy”) is an important element in detecting of matters that are corrupt, unethical, illegal or otherwise inappropriate and 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 investigation is to provide necessary safeguards for ‘protection of employees from reprisals or victimization’, for whistle blowing in good faith.

3. Definitions:

(a) “Complaints” are defined under point 6 of this Policy.
(b) “Director” shall mean a Director on the Board of the Company whether whole time, nominee director, independent director or otherwise.
(c) “Employees” shall mean an individual who is on payrolls, off- payrolls such as officers, Directors, key managerial personnel, consultants, contractors, freelancers, third parties working for Innoviti (whether working in India or those deputed abroad).
(d) “Ombudsman” shall be an internal/external individual that shall review the complaint, evaluate and report to the WBC of the nature of Complaint qualifies as a “whistleblowing case”.
(e) “Personal work-related grievance” is a behavior that has implications for the discloser personally and does not have significant implications for Innoviti. Examples include an interpersonal conflict between you and another Employee, or a decision relating to your employment or engagement, such as a transfer, promotion, or disciplinary action. Personal work-related grievances do not qualify for protection under this Policy.
(f) “Whistleblower Committee” or “WBC” is an independent committee that shall be constituted to investigate cases found worthy of being considered as a Whistleblower Complaint.

Applicability and Coverage

This Policy is applicable to all Employees of Innoviti including Directors. This Policy covers malpractices, compliance violations and events which have taken place involving:

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.
Proliferation of confidential/propriety information.
Deliberate violation of law/regulation.
Misappropriation of company funds/assets.
Offering or accepting a bribe and,
Any unethical, biased, favored, imprudent event.

List of exclusions

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

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.
Service matters or personal grievances.
Complaints in retaliation to an action in progress against the Complainant.

6. Who is a Whistleblower?

Any current/ex- Employee or group of Employees who report an incident (hereinafter called as a “Complaint”) as covered under Sections 3 and 4 of the Policy in person or anonymously to the Ombudsman in writing to ombudsman@innoviti.com will be termed as an Internal Whistleblower.
Anyone who reports such charges in person or anonymously to the public via media or social media is termed as External Whistleblower. Any complaint not sent to the Ombudsman will not be considered as a Complaint under this Policy.

7. Complaint Mechanism

7.1 Pre-requisites for making a Complaint:

The whistleblower in making a Complaint is automatically bound to:

Adhere to non-disclosure and confidentiality obligations regarding all matters related to the Complaint.
Remain fair and transparent about all facts under the Complaint.
Uphold the right to 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.

7.2 Process Flow for making a Complaint.

A Whistleblower 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”.

7.3 Procedure for handling a Complaint is as given below:

A whistleblower making a Complaint should compile all or the material information that supports the case.
The whistleblower 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 Whistleblower must be made aware of his/her duties and rights as a 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 assessment/investigation to evaluate whether the Complaint qualifies as a “Whistleblower Case.” 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 provide a summary of findings to Head – HR with recommendations to take appropriate disciplinary action against the Whistleblower. If the Complaint does not contain adequate supporting information/evidence, then the Complaint shall be dismissed. If a Complaint received by the Ombudsman does not fall under the purview of this Policy, then it shall be forwarded by the Ombudsman to the Head – HR of the Company for his/her attention along with an assessment summary. The Head – HR shall review, address and dispose off such complaints as per the HR policies of the Company or redirect the same to the right forum, as applicable. If the Complaint is related to a personal grievance, e.g. appraisal rating, promotion etc, it will be dismissed under this Policy and shall be forwarded to the Head of Human Resources.
In the event that the whistleblower is dissatisfied with the dismissal action undertaken by the Ombudsman, he/she shall have the right to initiate a review of the Complaint by writing to the Ombudsman again along with the necessary information/evidence, as required, within a maximum of 72 hours from the time of dismissal. The Ombudsman shall provide a response with his/her decision within the next 48 hours as to whether or not the Complaint may be forwarded to the WBC for further investigation, and such decision shall be final and binding on the Whistleblower.
Once established that the case needs investigation, the Ombudsman shall direct the Complaint to the WBC who shall conduct a fair and free due diligence and undertake investigation into the case, with utmost confidentiality, either itself or through an authorised team. In case the findings point to a misconduct 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. Further, unless there are compelling reasons not to do so, accused will be given the opportunity to respond to material findings contained 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.
Under no circumstances, the members of the WBC would reveal / disclose the identity of the “accused” to anyone else (including the immediate manager) – 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 1 week of the Complaint being reported. It must be noted that time is of the essence to conclude the investigation. If the investigation cannot be completed within 1 week, 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, 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.
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 and also in the Board’s Report.

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.

8. Protection

The process is designed to offer protection to the whistle blower (Employees) provided that the Complaint is in good faith and the alleged action or non-action constitutes a genuine Complaint. Innoviti affirms that it will not allow any Whistleblower to be victimized for making any 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.

9. Dealing with anonymity

A Whistleblower may choose to keep his/her identity anonymous. In such cases, the Complaint should be accompanied with strong 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.

10.Reporting in good faith

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 provide a summary of findings to Head – HR with a direction to undertake appropriate disciplinary or legal action against the concerned Whistleblower.

11. Confidentiality

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.

12.Duties of the whistleblower

To be always genuine and authentic with their concerns.
To have a substantial facts and basis for their complaints.
The whistle-blower must at all times follow the code of conduct and strict disciplinary action resulting in dire consequences including termination with immediate effect without any severance package may be initiated in case :- – The Complaint has mala fide intent only to bring disrepute to the company. – 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 rumours/ gossip/ spread fake news to substantiate his/her case. – Has failed to cooperate with the Ombudsman/WBC by hiding facts or mispresenting facts or presented false narratives. – the whistleblower has tried to access Company information that is confidential without proper authority or shared confidential information with any unauthorized persons.
The Whistleblower must 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.

Investigating Authority

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 Ombudsman will require the Head HR (or the CEO in case the complaint is against the Head HR) to 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 such as a CA/auditor/CS in case of financial fraud ).
A member from legal team/ or independent legal counsel.

Note: if the complaint is directed towards one of the above members, 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.

14.Rules for all Participants/Parties of the Investigation:

(a) To sign a strict non-disclosure and confidentiality bond about all matters related to the investigation
to pledge not to share the process with anyone except authorized body.
(b) To remain fair and transparent about all facts presented.
(c) To uphold the right to protect the repute of the company foremost.
(d) To follow all ethics and code of conduct of the company throughout the investigation.
(e) To follow all protocols of addressing external audiences including media.
(f) To not deploy any harsh measures not subscribed by ethics code to handle any whistleblower.