Whistleblower Or Ombuds Policy

1. Need for an Ombudsprocess – Objective of the Policy

Microland Limited (Microland) is committed to comply with the highest standards of ethical, moral, professional and /legal conduct in its business operations. To maintain these standards, Ombuds /Whistleblower Policy provides a platform that encourages the Board of Directors, Employees, Trainees, Interns, Staff of Contractors, External Advisors, External Consultants, Vendors, Customers (herein after referred to as “Whistleblowers”) having complaints of actual or suspected incidents of unethical practices, violation of applicable laws and regulations to promptly come forward and express the same without any fear of retaliation

An important aspect of transparency in an organization is the mechanism to enable employees and other Stakeholders of the Company to voice concerns in a responsible and effective manner. It is a fundamental term of every contract of employment with the Company that an employee will faithfully serve his or her employer and not disclose confidential information about the employer’s affairs. Nevertheless, when an employee discovers information which he/she believes shows serious malpractice, misconduct, abuse or wrongdoing within the organization then this information should be disclosed internally without fear, and there should be arrangements to enable this to be done independently of their line or HR managers

The Company therefore endorses the provisions set out below to ensure that no employee/stakeholder of the Company should feel at a disadvantage in raising legitimate concerns

2. Spirit of the Ombuds process

This policy has been framed by the Company to enable Whistle Blowers to raise their concerns about any malpractice, misconduct, abuse or wrongdoing, unethical behaviour, actual or suspected Fraud or violation of Company’s Code of Business Conduct & Ethics or the Company’s Policy at an early stage and in the right way, without fear of victimization, subsequent discrimination or disadvantage. The policy is intended to encourage and enable the Whistle Blowers to raise concerns within the Company rather than overlooking a problem

3. Applicability of the Policy

This policy applies to the Board of Directors, Employees (Microlanders), Trainees, Interns, Apprentices, Staff of Contractors, External Advisors, External Consultants, Vendors and Customers

4. Scope of the Policy

This policy is designed to enable individuals to report at a high level and to disclose information related to malpractice, misconduct, abuse or wrongdoing, unethical behaviour, actual or suspected Fraud or violation of Company’s Code of Business Conduct & Ethics or the Company’s Policy (hereinafter referred to as “Concern”). This policy is intended to deal with concerns which are at least initially to be investigated separately but might then lead to the invocation of other procedures e.g. disciplinary

The Concern can include a whole variety of issues and some are listed below. However, this is not a comprehensive list but is intended to illustrate the sort of issues that may be raised under this policy:

Any unlawful or criminal act (e.g., theft at Company or client workplace)
Fraud and corruption (e.g., solicit or receive any gift/reward as a bribe) by any individual or any department in the Company

Any instance of any sort of financial malpractice
Abuse of power (e.g., bullying/harassment)
Any other unethical or improper conduct
Breach of any Company policy
Health and safety risks, including risks to the public as well as other employees (e.g., faulty electrical equipment)
Abuse of children and vulnerable adults (e.g., through physical, sexual, psychological or financial abuse, exploitation or neglect)
Damage to the environment (e.g., pollution)
Any instance of failure to comply with legal or statutory obligation either for and on behalf of the Company or in any personal capacity in the course of discharging duties of the Company

5. Out of Scope

This Policy shall not be used for Complaints of Sexual Harassment, which shall be handled by the Internal Committee in compliance with the POSH Law

This policy shall not be used to question financial or business decisions taken by the Company nor should it be used to reconsider any matters that have already been addressed pursuant to compensation related matters, disciplinary or other procedures of the Company

Some examples of issues that are out-of-scope as far as this policy is concerned are listed below. This is not a comprehensive list but is intended to illustrate the sort of issues, which may NOT be raised under this policy:

Denial of promotion and compensation related
Decision not to hire any individual (based on interview feedback)
Disciplinary action taken by the Company/involuntary resignation of an employee
Rejection during probation
Appraisal rating—performance evaluation where the employee’s performance is evaluated as unsatisfactory by line and HR managers

For all the above issues, employees are encouraged to follow the normal channels of escalation management as defined by HR

6. Assurances under the Policy

If Whistle Blowers raise genuine concerns under this policy, they will not be at risk of losing their job/association nor will they suffer from any form of revenge/retribution/retaliation as a result. If one is acting in good faith it does not matter if one is mistaken. The Company will not tolerate any harassment or victimization (including informal pressures) of/against the disclosing employees/Whistle Blowers and will take appropriate action to protect the employees/Whistle Blowers, when s/he raises a concern in good faith. If the Whistle Blowers asks for protection of his/her identity, the Company will not disclose it without his/her consent. However, it is possible that the Company will be unable to resolve the concern raised without revealing the employee’s/Whistle Blower’s identity (e.g., for conducting an effective investigation or when evidence is needed in court). But if this occurs the Company will try to come to a mutual agreement with the Whistle Blower as to how to proceed in the matter. For example, if the complaint is such that without disclosing the identity of the complainant an investigation cannot be initiated, then the Company may decide to drop the matter

If the individual believes that he or she has been retaliated against in the form of an adverse personnel action for disclosing a concern under this policy, he/she may file a written complaint to the Ombudsperson requesting appropriate remedy

Adverse personnel action includes:

Disciplinary action
Escalation to seniors of the complainant
Decision not to hire for business
Decision not to do business
Termination of contract
Unfavorable change in the general terms and conditions of contractual relationship

The Ombudsperson will treat all disclosures in a confidential and sensitive manner. However, the investigation process may reveal the source of the information on a 'need-to-know-basis' and under exceptional circumstances, the person making the disclosure may be required legally or otherwise to provide a statement as part of the evidence

Confidentiality clauses in employment contracts do not have the intention of forbidding or penalizing a person for raising a complaint. Similarly, the policy does not release employees from their duty of confidentiality in the course of their work

7. How to Disclose a Concern

A Whistle Blower intending to make any disclosure of a concern is required to disclose all relevant information regarding the concern as soon as possible. Relevant information would typically include the following:

Date of occurrence of concern/incident
Details of the concern, including name of the offender, nature of offence, location and facts that substantiate the offence

A Whistle Blower can choose to disclose his/her concern anonymously. However, Anonymity may hamper or prevent the investigation proceedings

The concern should be disclosed to the Ombudsperson of the Company through any of the following communication channels:

Email: ombudsperson@microland.com
Post: The Ombudsperson, Microland Ltd, 1B, Ecospace, Outer Ring Road, Bellandur, Bangalore 560103

However, If a whistleblower has any concerns about lodging a complaint as per the procedure mentioned above, the Whistleblower may lodge his/her complaint with the Chairman of the Audit Committee of the Board of Microland by email to : auditcommittee@microland.com

8. Procedure for Handling Concerns

Once a Whistle Blower makes a disclosure of concern, the Ombudsperson will take the following steps:

Send written acknowledgement of the concern through email/post, whenever possible, within 3 working days
Study the complaint and review documentary evidence, if any.
Conduct a preliminary review to determine whether there is a prima facie case for pursuing the matter further
Initiate a preliminary investigation, in which both the complainant and the accused party will be heard if the preliminary review confirms the complainant's allegations. The evidence provided will be investigated more thoroughly. The Ombudsperson may involve other investigative bodies, such as the Risk & Compliance team in this process
Hear any other parties or witnesses he/she wishes to call should this preliminary investigation confirm the issue raised and it is found to be of a nature requiring a full investigation. If required, the Ombudsperson may involve an external investigative body, including the police
Everyone working for or with the Company has a duty to cooperate in the investigation of reports of violations. Failure to cooperate in an investigation, or deliberately providing false information during an investigation, can be the basis for disciplinary action, including termination of employment
The Ombuds Person at his discretion, may consider the concern closed if there are no specific details provided by the Complainant and there was no response from the Complainant for a reasonable period of time
Provide periodic updates to relevant parties
Prepare a detailed investigation report that will include the penal recommendations and/or remedial actions. This report will be given to the Chief People Officer so that it can filed for future reference, and a copy sent to the Chairman of the organization
The Audit Committee (Committee as constituted under the Statutory Requirements) shall oversee the Vigil Mechanism . The Ombudsperson’s report shall be submitted to Audit Committee and such Committee shall be updated on the status of the cases/investigation/outcome on a periodical basis
If the Complaint is against any of the Audit Committee Members/if there is any conflict of interest against the Audit Committee Member, he/she should rescue themselves and the other Audit Committee Members would deal with the matter/investigation
Where the Ombudsperson thinks fit, further refer the matter to the Audit Committee for necessary action with its proposal. In case the Audit Committee thinks that the matter is even more serious, it can further place the matter before the Board of Directors of Microland with its recommendations. The Board may decide the matter as it deems fit
The outcome of the investigation will be communicated by the Ombudsperson to both the complainant and the person(s) against whom the complaint was made. However, in case of repeated frivolous complaints being by a Whistle Blower, the Audit Committee may take suitable action against the concerned Whistle Blower including reprimand

9. Complaint against the Ombudsperson

Any complaints against the Ombudsperson may be addressed to the Chairman and Managing Director of the Company

10. Appointment of the Ombudsperson

The Chairman and Managing Director of the Company will appoint the Ombudsperson. The Ombudsperson will hold this position for a period of three years. The Chairman and Managing Director retains the right of extending the tenure of the Ombudsperson

For any questions and clarifications, please write to ombudsperson@microland.com

11. Interpretation

Unless the context otherwise requires:

headings and underlining are for convenience only and shall not affect the interpretation or construction of the Whistleblower Policy or any provisions contained herein
words importing the singular shall include the plural and vice versa; and words importing either gender shall include the other

12. Amendment to the Policy

Microland reserves its right to amend or modify this Whistleblower Policy in whole or in part, at any time to comply with local laws and regulations.

Policy Amendment Date – January 21, 2022 (as approved by the Audit Committee and the Board of Directors)