Whistle Blower Policy

1.0 Purpose

At YOTTA, we are committed to the highest levels of ethics and integrity in the way that we do business. We understand that this is crucial to our continued success and reputation. Our Shared Values, Code of Business Conduct, and policies guide our everyday conduct. We have a professional responsibility to speak up and report unethical behaviour. YOTTA’s Whistleblower Policy is an important element in detecting corrupt, illegal, or other undesirable conduct which amounts to lack of Integrity.

YOTTA strongly encourages you to speak up if you suspect or witness any such matters of concern. YOTTA will take all reports made under this Policy seriously. This Policy describes the protections available to whistleblowers, what matters are reportable, how you can report your concerns without fear of detriment, and how YOTTA will support and protect you.

2.0 Objective

This policy provides guidelines on “Whistle blowing” at YOTTA Group of Companies (“Organization”). It describes the process, and the procedure to strengthen the whistle blowing mechanism by:

• Providing a platform for the Employees including trainees/apprentice, Contractual employees, Suppliers, Customers, Service providers, Business partners and other stakeholders to voice genuine concerns or grievances about unprofessional conduct without fear of reprisal.
• It provides an environment that promotes responsible and protected whistle blowing. It reminds all stakeholders of their duty to report any suspected violation of any law that applies to YOTTA and any suspected violation of YOTTA’s Values or Code of Business Conduct.

3.0 Scope

This policy is applicable to all business dealings and transactions undertaken by, or on behalf of, YOTTA and its subsidiaries over which it can exercise effective control.

It is a guideline for all Full-Time employees including Trainees/ Apprentice, Contract staff, Professional Retainers, Suppliers, Customers, Service providers, Business Partners, Senior Management, members of the Board, and other stakeholders that may provide a legitimate means by which YOTTA becomes aware of conduct that is, or may be, contrary to its Values and Principles.

4.0 Effective Date

This Policy is effective from 1st April 2023 and supersedes all policies/ rules/ regulations issued earlier.

5.0 Policy elements

The “TRUST” Committee signifying “Trustworthy Reliable Unconditionally Safe Territory” is formed with representatives from multiple departments to ensure effective implementation of this policy.

5.1 What is Fraud?

As per the Companies Act 2013, fraud is defined inclusively as “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.”

5.2 Who is a whistle blower?

Any Employee including Trainees/ apprentice Contractual employee/ Supplier/ Customer/ Service providers/ Business partners/ other stakeholder who discloses or demonstrates evidence of an unethical activity or any conduct that may constitute breach of YOTTA’s Code of Business Conduct or Values.

5.3 Protection to the whistle blower

The process is designed to offer protection to the whistleblower provided that the disclosure made/ concern raised/ allegations made (“complaint”) by a whistleblower is in good faith and the alleged action or non-action constitutes a genuine and serious breach of what is laid down in the organization’s Values or the Code of Business Conduct.

The organization affirms that it will not allow any whistleblower to be victimized for making any complaint. Any kind of victimization of the whistleblower brought to the notice of the TRUST Committee will be treated as an act warranting disciplinary action and will be treated so.

At YOTTA, we condemn any kind of discrimination, harassment, victimization, or any other unfair employment practice adopted against the whistleblowers. Complete protection will be given to the whistleblowers 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.

5.4 Reporting in Good Faith

Every whistle blower is expected to read and understand this policy and abide by it. It is recommended that any individual who wishes to report, may do so after gathering adequate facts/ data to substantiate the complaint and not complain merely on hearsay or rumor. This also means that no action should 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 improper intent, the Trust Committee shall take appropriate disciplinary/ legal action against the concerned whistleblower.

5.5 List of exclusions

• The following types of complaints will ordinarily not be considered and taken up:
• Complaints that are illegible, if handwritten
• Complaints that are vague, with pseudonyms
• Complaints that are trivial or frivolous in nature
• 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 more than 12 months from the date on which the act constituting violation is alleged to have been committed

Issue raised, relates to service matters or personal grievance, for 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.

The Whistle Blowers are encouraged to make complaints that have an impact on YOTTA’s reputation, cases of financial irregularities, or people related issues of bias, partiality, and discrimination of any kind, abuse, victimization, or harassment.

5.6 Dealing with Anonymity

A whistleblower may choose to keep his/ her identity anonymous. In such cases, the complaint should be accompanied by strong evidence and data.

5.7 Confidentiality

The TRUST Committee 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 only with the prior approval of the whistleblower.

5.8 Who is a whistle blower officer? 

For this policy, GRC Head would act as a Whistle Blower officer.

5.9 Procedure for raising a Complaint 

A whistleblower can make a compliant in multiple ways:

• Can write to the TRUST Committee at (trustline@YOTTA.com) or to the committee members.
• By writing to the CEO of the Company, who will forward this to the TRUST Committee.
• Written complaints can be posted in the drop boxes placed at some of the common places in the Data center building and corporate office premises which are not under CCTV surveillance to maintain secrecy and confidentiality of the whistle blower.

5.10 Procedure for handling a complaint: 

• A whistle blower identifies non-adherence of YOTTA’s Code of Conduct by any employee or a segment of the organization and will compile information that supports the case.
• The whistle blower sends the complaint in writing to the TRUST Committee, depending on:

The level at which the violation is perceived to be happening, or the seniority of the individual/s involved.

If the breach or misdemeanor is at:

• The Department Head level, the employee will write to the whistle blower officer or HR Head/ CEO
• Any other level, the same will be reported to the TRUST Committee

Upon receipt or reference of the compliant:

• The whistle blower officer shall call a meeting of the Committee and apprise the case.

The Committee shall consider, discuss the case and at first instance conduct a preliminary investigation therein. The Committee shall fix a time and manner of the preliminary investigation.

For conducting the preliminary investigation, the Committee shall appoint a team of any two or more persons from amongst itself who shall jointly act as an investigator (the ‘Preliminary Investigator’) to conduct a preliminary investigation in the matter. The Preliminary Investigator shall conduct such investigation and submit its report in writing with its findings to the Committee.

Reference to the written report of the Preliminary Investigator, the Committee shall in its full quorum/ quorum of majority, consider the entire case, with all facts and findings and shall decide with conclusion whether the complaint seems to be a false or a genuine and falls under the purview of whistle blower policy.

If complaint is found to be lodged with malicious intent, or with ulterior motives or found otherwise to be a false case, or after all investigations in the case no merit or substance is found, then the committee shall take needful action(s) by either dismissing the case with stern written warning to the complainant or an appropriate disciplinary action against the whistle blower.

NOTE:

When the whistle blower officer calls for a meeting of the Committee, if not all members (the full quorum), however, at least or a minimum of 75% of Committee members presence (the quorum of majority) shall be required to pass a resolution by the Committee and such resolution shall be deemed to be final in absence (if any) of other members.

The whistle blower officer shall maintain a book of Minutes of Meeting recording the Committee’s decisions or resolutions from time to time on a Financial Year basis.

The Committee shall be composed of the following members:

• Chairman
• Secretary
• Committee Members
• A whistle blower officer

The Secretary shall submit an annual report to the CEO of the organization with a copy thereof to the Legal Department for reference and records.

• If a complaint does not fall under purview of whistle blower policy, then it will be redirected to the right forum. For eg. – If complaint is related to sexual harassment, same will be forwarded to the POSH Committee and would be dealt as defined under Policy to Prevent Sexual Harassment at the Workplace. If a complaint is related to a personal grievance, e.g. appraisal rating, promotion etc., it will be forwarded to Function Head and / or HR Head.
• Once established that the case needs investigation, the secretary of the TRUST Committee after discussion with the committee shall appoint a team to investigate the case, with utmost confidentiality. The investigative team can be a pool of internal people specially trained to investigate or can be an external agency specialized in investigating such cases.
• Under no circumstances, the secretary, investigation team and the committee 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 investigation team 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. If the investigation cannot be completed within 3 weeks, the committee needs to have very valid and strong reasons for the same.

Once the investigation is completed, the secretary will submit the report of the investigation to the committee and the committee will then decide on the quantum of punishment to be given. While deciding on this, the committee 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 (a summary of the same will be kept with HR)

The punishment shall constitute a minimum of written warning and may lead to withdrawal of last increment/ demotion, cancellation of outstanding ESOPs that are not vested, withholding promotion, dismissal from service and/ or even prosecution in a court of law.

• Once the report is received, the committee will put its recommendation and forward it to the CEO. The CEO will consider the recommendation and decide on appropriate action within 15 days of receiving the recommendation.
• While implementing the recommendation, the management will ensure that the name of the whistle blower and the person accused is always kept confidential.
• In case the whistle blower or the person accused is not satisfied with the decision of the TRUST Committee, he/she has the option to appeal within 7 days of the order, to the next higher-level i.e., the CEO.
• Based on the appeal, CEO will decide whether to reinvestigate/ relook at the quantum of punishment and close the case within 21 days of receiving the appeal.
• If the charges framed on the accused are found to be false after investigation, it is essential to demonstrate that the employee’s dignity is respected. Hence, the HR Head should thank the employee personally for having cooperated in the process. A formal closure letter is to be sent informing them that the charges have not been proved during the investigation process and hence he/ she is fully exonerated of all the charges.  

5.11 Reporting process 

An Annual and Quarterly report will be prepared by the Trust Committee of which copies will be placed before the CEO.

5.12 Guidelines for communication and implementation of this policy 

A communication mechanism is put in place to create awareness about this policy with the existing employees and for new joiners in all Group Companies operating in India.

HR head ensures that the names and email id of the members of the TRUST Committee is always kept current. A copy of this policy is placed on YOTTA’s website and company intranet. This policy is supported by necessary guidelines/ workflow/ procedure and template for reporting, resolving, and closing a case) to ensure that it is implemented in letter and spirit.

6.0 Expectation

All Employees, Contractual employees, Suppliers, Customers, Service providers, Business partners and other stakeholders are responsible for ensuring adherence to the guidelines of the policy. HR to maintain this policy and keep it current. Also provide user friendly tools/ mechanism to operationalize this policy and create awareness at periodic intervals to all stakeholders.

7.0 Validity

Management reserves the right to make any changes to the policy at any time. In the event of an exceptional circumstance, in a business exigency, or when in doubt on the interpretation of the policy, the decision of Head HR, Business Function Head, GRC Head and CEO is final and binding.