Vigil Mechanism / Whistle Blower Policy
VIGIL MECHANISM / WHISTLE BLOWER POLICY
AZURETALE PRIVATE LIMITED
Reg. Add. One International Centre Unit No. 2401, 24th Floor, Tower 2, Senapati Bapat Marg Prabhadevi, Delisle Road, Mumbai, Maharashtra, India-400013
Corp. Add. Plot No. 417, Udyog Vihar, Phase-III, Gurugram, Haryana-122008 E-mail ID| legal@oneguardian.in; balaji.uppala@guardian.in | CIN: U51909MH2021PTC357497
1. PREFACE
1.1 Azuretale Private Limited (“the Company”) is committed to conducting its business affairs in compliance with applicable laws, rules, regulations and the highest standards of corporate governance, integrity, transparency and ethical conduct. The Company believes that maintaining a culture of honesty, accountability and professionalism is essential to safeguarding the interests of its stakeholders and sustaining long-term business success.
1.2 The Company expects all Directors, officers, employees, stakeholders and associated persons to uphold these standards in the discharge of their duties. Any actual or suspected violation of applicable laws, regulations, the Company's Code of Conduct, internal policies, or ethical standards is considered a matter of serious concern and must be reported promptly.
1.3 The Company recognizes the importance of providing a secure and confidential mechanism through which genuine concerns regarding unethical behaviour, misconduct, fraud, corruption, abuse of authority, financial irregularities, or any other improper practices can be reported without fear of retaliation. The role of Directors and employees in identifying and reporting such concerns is critical to ensuring accountability and protecting the Company’s reputation and interests.
1.4 This Vigil Mechanism and Whistle Blower Policy (“the Policy”) is framed pursuant to Section 177(9) and Section 177(10) of the Companies Act, 2013, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, wherein certain classes of companies are required to establish a vigil mechanism for their Directors and employees and stakeholders.
1.5 This Policy provides a formal framework for Directors, officers, employees, and other eligible stakeholders to report genuine concerns relating to actual or suspected wrongdoing. It also ensures that such concerns are investigated in a fair, transparent, impartial, and timely manner.
1.6 The Vigil Mechanism is intended to serve as a safeguard against unethical and improper practices and to promote a culture of openness and accountability. It is not intended to be used for reporting routine employment grievances, personal disputes, or allegations made maliciously, frivolously, or with mala fide intent. Nothing in this Policy relieves any person from their obligation to maintain confidentiality in the course of their employment or engagement with the Company.
1.7 This Policy shall apply to the Company and its subsidiaries, associate companies, group companies and other entities. It may be used by all Directors, officers, employees, trainees, consultants, stakeholders, contractual personnel and other authorized persons to report concerns covered under this Policy.
2. APPLICABILITY
Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 requires the following classes of companies to establish a vigil mechanism for their Directors and employees:
I. Every listed company;
II. Every other company which accepts deposits from the public; and
III. Every company which has borrowed money from banks and public financial institutions in excess of Rs. 50 Crores.
Accordingly, the Company has formulated this Vigil Mechanism /Whistle Blower Policy to provide an effective and secure framework through which Directors, officers, employees and other eligible stakeholders may report genuine concerns regarding unethical conduct, actual or suspected fraud, violations of law, breaches of the Company's policies, or any other improper activity.
3. POLICY OBJECTIVES:
3.1 The objective of this Policy is to provide a structured and secure framework to promote responsible and secure whistle blowing. The Company encourages its employees and directors to report any concerns regarding suspected misconduct, unethical behaviour, fraud, violations, or illegal activities, without fear of retaliation, discrimination, or unfair treatment.
3.2 This Policy establishes a Vigil Mechanism that enables employees and directors to report genuine concerns to the management in a responsible manner. The mechanism also provides for adequate safeguards against victimization of individuals who avail of the mechanism and ensures that all disclosures are dealt with in a fair, transparent, and timely manner.
3.3 This Policy does not absolve employees of their duty to maintain confidentiality in the course of their work. Further, it shall not be used as a means to raise malicious, frivolous, or unfounded allegations against colleagues, superiors, or management.
4. SCOPE OF THE POLICY:
This Policy covers malpractices and events which have taken place / suspected to have taken place misuse or abuse of authority, fraud or suspected fraud, violation of Company rules, manipulation, negligence causing danger to public health and safety, misappropriation of monies, and other matters or activity on account of which the interest of the Company is affected.
5. DEFINITIONS:
5.1. “Alleged wrongful conduct” means any violation of applicable laws, Infringement of Company’s rules, misappropriation of monies, actual or suspected fraud, substantial and specific danger to public health safety or abuse of authority.
5.2. “Board” means the Board of Directors of the Company.
5.3. “Company” or (“Azuretale”) means Azuretale Private Limited and all its offices. 5.4. “Director” means a director appointed to the Board of the Company.
5.5. “Disciplinary action” means any action that can be taken on the completion of or during the investigation proceedings including but not limited to a warning, imposition of fine, suspension from official duties or any such action as is deemed to be fit considering the intensity of the matter.
5.6. “Employee” means every employee of the Company (whether working in India or abroad) including the Directors in the whole-time employment of the Company.
5.7. “Fraud” in relation to affairs of a company or anybody corporate, includes any act, omission, concealment of any fact or abuse of position committed by any person or any other person with the connivance in any manner, with intent to deceive, to gain undue advantage from, or to injure the interests of, the company or its shareholders or its creditors or any other person, whether or not there is any wrongful gain or wrongful loss.
5.8. “Good Faith” - A person shall be deemed to be communicating in ‘good faith’ if there is a reasonable basis for communication of unethical and improper practices or any other alleged wrongful conduct. Good Faith shall be deemed lacking when the employee does not have personal knowledge on a factual basis for the communication or where the employee knew or
reasonably should have known that the communication about the unethical and improper practices or alleged wrongful conduct is malicious, false or frivolous.
5.9. “Personnel” means any employee of the Company (including outsourced, temporary and on contract personnel), director and / or third-party engaged by or on behalf of the Company. This term covers all Directors and Employees.
5.10. “Policy” means this Vigil Mechanism / Whistle Blower Policy
5.11. “Protected Disclosure” means a concern raised by an employee or group of employees of the Company, through a written communication and made in good faith which discloses or demonstrates information about an unethical or improper activity under the title “SCOPE OF THE POLICY” with respect to the Company. It should be factual and not speculative or in the nature of an interpretation/ conclusion and should contain as much specific information as possible to allow for proper assessment of the nature and extent of the concern.
5.12. “Stakeholders” means any individual or entity having a direct or indirect interest in, or relationship with, the Company, including but not limited to its directors, employees, shareholders, customers, suppliers, vendors, contractors, consultants, service providers, business partners, lenders, creditors, regulators and members of the community who may be affected by the Company’s operations or activities.
5.13. “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.
5.14. “Vigilance and Ethics Officer” means as per Companies Act 2013 a director appointed by the Board of Directors to play the role of Audit committee for the purpose of vigil mechanism to whom other directors and employees may report their concerns.
5.15. “Whistle Blower” is an employee or group of employees who make a Protected Disclosure under this Policy and also referred in this policy as complainant.
6. ELIGIBILTY:
All Employees of the Company are eligible to make Protected Disclosures under the Policy in relation to matters concerning the Company.
7. DISQUALIFICATION
7.1. While it is ensured that genuine whistle blowers are accorded complete protection from any kind of unfair, Malicious treatment, any abuse of this protection shall warrant disciplinary action.
7.2. Protection under this policy shall not mean protection from disciplinary action arising out of false or bogus allegations made by the whistle blower knowing it to be false or bogus or with malafide intention.
7.3. Whistleblowers who have made protected disclosures which have subsequently found to be malafide, malicious, frivolous or bad faith will be disqualified from reporting in future disclosures. Furthermore, in respect of such whistle blowers the Company and Vigilance and Ethics Officer shall reserve a right to take appropriate disciplinary action including reprimand.
8. RECEIPT AND DISPOSAL OF PROTECTED DISCLOSURES
8.1. All Protected Disclosures shall be made in writing by the complainant as soon as possible after the Whistle Blower becomes aware of the same so as to ensure a clear understanding of the issues raised and should be in the prescribed format.
8.2. The Protected Disclosure shall be submitted in a sealed and secured envelope superscribed as “Protected Disclosure under the Vigil Mechanism Policy”. If the complaint is not secured and closed as mentioned above, it will not be possible for the Vigilance and Ethics Officer to protect the complainant, and the protected disclosure will be dealt with as a normal disclosure.
8.3. In order to protect identity of the complainant, the Vigilance and Ethics Officer will not issue any acknowledgement to the complainant, and they are advised neither to write their name/ address on the envelope. The Vigilance and Ethics Officer shall assure that in case any further clarification is required he will get in touch with the complainant.
8.4. Anonymous/Pseudonymous disclosures shall not be entertained by the Vigilance and Ethics Officer.
8.5. The Protected Disclosure shall be forwarded under a covering letter signed by the complainant. The Vigilance and Ethics Officer shall detach the covering letter bearing the identity of the Whistle Blower and process only the Protected Disclosure.
8.6. All Protected Disclosures should be addressed to the Vigilance and Ethics Officer of the Company. The contact details of the Vigilance and Ethics Officer are as under:
Name: Mr. Jinay Bharat Jain
Designation: Director
Address: One International Centre Unit No. 2401, 24th Floor, Tower 2, Senapati Bapat Marg Prabhadevi, Delisle Road, Mumbai, Maharashtra, India, 400013
Mobile: +91 96640 48688
Email ID: jjain@anantacapital.in
8.7. On receipt of the protected disclosure the Vigilance and Ethics Officer shall make a record of the Protected Disclosure and ascertain from the complainant whether he was the person who made the protected disclosure or not. He shall also carry out the initial investigation either himself or by involving any other Officer of the Company or an outside agency before referring the matter to Board of the Company for further appropriate investigation and needful action. The record will include:
a) Brief facts;
b) Whether the same Protected Disclosure was raised previously by anyone, and if so, the outcome thereof;
c) Whether the same Protected Disclosure was raised previously on the same subject. d) Details of actions taken by the Vigilance and Ethics Officer for processing the complaint Findings of the Vigilance and Ethics Officer
e) The recommendations of the Vigilance and Ethics Officer or other action(s). 9. INVESTIGATION:
9.1 All Protected Disclosures under this Policy will be recorded and thoroughly investigated. The Vigilance and Ethics Officer may investigate and may at its discretion consider involving any other Officer of the Company and/ or an outside agency for the purpose of investigation.
9.2 The decision to investigate is by itself not an accusation and is to be treated as a neutral fact-finding process.
9.3 Subject(s) will normally be informed in writing of the allegations at the outset of a formal investigation and have opportunities for providing their inputs during the investigation.
9.4 Subject(s) shall have a duty to cooperate with the Officer appointed by it in this regard.
9.5 Subject(s) have a right to consult with a person or persons of their choice, other than the Vigilance and Ethics Officer.
9.6 Subject(s) have a responsibility not to interfere with the investigation. Evidence shall not be withheld, destroyed or tampered with and witness shall not be influenced, coached, threatened or intimidated by the subject(s).
9.7 Unless there are compelling reasons not to do so, subject(s) will be given the opportunity to respond to material findings contained in the investigation report. No allegation of wrongdoing against a subject(s) shall be considered as maintainable unless there is good evidence in support of the allegation.
9.8 Subject(s) have a right to be informed of the outcome of the investigations. If allegations are not sustained, the subject should be consulted as to whether public disclosure of the investigation results would be in the best interest of the subject and the Company.
9.9 The investigation shall be completed normally within 90 days of the receipt of the protected disclosure and is extendable by such period as the Vigilance and Ethics Officer deems fit.
10. DECISION AND REPORTING:
10.1 If an investigation leads the Vigilance and Ethics Officer to conclude that an improper or unethical act has been committed, the Vigilance and Ethics Officer shall recommend the management of the Company to take such disciplinary or corrective action as he 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 applicable personnel or staff conduct and disciplinary procedures.
10.2 The Vigilance and Ethics Officer shall submit a report to the management of the Company on a regular basis about all Protected Disclosures referred to him/her since the last report together with the results of investigations, if any.
10.3 If the report of investigation is not to the satisfaction of the complainant, the complainant has the right to report the event to the appropriate legal authority or investigating agency.
10.4 A complainant who makes false allegations of unethical & improper practices or about alleged wrongful conduct of the subject to the Vigilance and Ethics Officer shall be subject to appropriate disciplinary action in accordance with the rules, procedures and policies of the Company.
11. PROTECTION AGAINST VICTIMISATION:
11.1 No unfair treatment will be met out to a Whistle Blower by virtue of his/her having reported a Protected Disclosure under this mechanism. The Company, as a policy, condemns any kind of discrimination, harassment, victimisation, or any other unfair employment practice being adopted against Whistle Blowers. Complete protection will therefore 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 likes, including any direct or
indirect use of authority, to obstruct the Whistle Blower’s right to continue to perform his duties/functions, including making any further Protected Disclosures. The Company will take steps to minimise difficulties that the Whistle Blower may experience as a result of making the Protected Disclosure. Thus, if the Whistle Blower is required to give evidence in criminal or disciplinary proceedings, the Company will arrange for the Whistle Blower to receive advice about the procedure.
11.2 A Whistle Blower may report any violation of the above clause, to the Vigilance and Ethics Officer, who shall investigate the matter and recommend suitable action to the management.
11.3 The identity of the Whistle Blower shall be kept confidential to the extent possible and permitted under law. The identity of the complainant will not be revealed unless he/she himself has made his/her details public or discloses his/her identity to any other officer or authority. In the event of the identity of the complainant being disclosed, the Vigilance and Ethics Officer is authorised to initiate appropriate action as per extant regulations against the person or agency making such disclosure. The identity of the Whistle Blower, if known, shall remain confidential to those persons directly involved in applying this policy, unless the issue requires investigation by law enforcement agencies, in which case, members of the organisation are subject to a subpoena.
11.4 Any other employee assisting in the said investigation shall also be protected to the same extent as the Whistle Blower.
11.5 Provided the complainant, before making a complaint, has reasonable belief that an issue exists, and he/she has acted in good faith. Any complaint not made in good faith as assessed as such by the Vigilance and Ethics Officer authorised shall be reviewed seriously, and the complainant shall be subject to disciplinary action as per the rules/certified standing orders of the Company. This policy does not protect an employee from an adverse action taken independent of his disclosure of unethical and improper practices, etc. as that becomes unrelated to a disclosure made pursuant to this policy.
12. CONFIDENTIALITY/SECRECY:
12.1 The identity of the whistle blower and the information disclosed shall be kept confidential to the extent possible. Disclosure shall be made only on a need-to-know basis or as required by law.
12.2 The Complainant, Vigilance and Ethics Officer, the Subject, and everyone involved in the process shall:
maintain complete confidentiality/ secrecy of the matter under this Policy; not discuss the matters under this Policy in any informal/social gatherings/ meetings; discuss only to the permissible extent or with those persons as required under this policy to complete the process of investigation;
not keep the papers unattended anywhere at any time;
keep the electronic mails/files under password
13. RETENTION OF DOCUMENTS:
All Protected disclosures in writing, or documented, along with the results of the investigation relating thereto, shall be retained by the Company for a period of 8 (eight) years, or such other period as specified by any other applicable law in force, whichever is more.
14. ADMINISTRATION AND REVIEW OF THE POLICY:
The Vigilance and Ethics Officer shall be responsible for the administration, interpretation, application and review of this policy. The Vigilance and Ethics Officer shall be empowered to bring about necessary changes to this Policy if required at any stage.
15. COMMUNICATION:
The Vigil Mechanism cannot be effective unless it is properly communicated to all employees. Employees shall be informed by circulating the policy through email or other electronic mode publishing on the notice board of the Company as well as the website of the company.
16. AMENDMENT:
The Company reserves the right to amend or modify this mechanism 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 and Directors, unless the same is notified to them in writing.
17. EFFECTIVE DATE:
This Policy has been approved by the Board of Directors of Azuretale Private Limited at its Board Meeting held on June 12, 2026, and shall become effective from 12 June, 2026.
E-FORM FOR VIGIL MECHANISM
Date:
Name of the Employee/ Director: ………………………………………………………………….. E-mail id of the Employee/ Director: …………………………………………………………… Communication Address; …………………………………………………………………………… Contact No ………………………………………………………………………………………… Subject matter which is reported: ……………………………………………………………….. (Name of the Person/ event focused at):
…………………………………………………………………………………………………………… ………………………………………………..………………………………………………………… …………………………………………………………………………………………………………… ………………………………
Brief about the Concern:
……………………………………………………………………………….………………………… …………………………………………………………………………………………………………… …………………………………………………………………………………………………………… …………………………………………………………………………………………………………… …………………………………………………………………………………………………………… …………………………………………………………………………………………………………… …………………………………………………………………………………………………………… …………………………………………………………………………………………………………… …………………………………………………………………………………………………………… …………………………………
Evidence (enclosed, if any)
:………………………..………………………….……………………………………………….…… …………………………………………………………………………………………………………… ……………………….
Signature: ………………………………………………..
Note: The Whistle Blowing shall be submitted at least within 30 days of the Occurrence of the Concern/ event (or) before Occurrence.
