ANTI-BRIBERY AND ANTI-CORRUPTION POLICY

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Tata Cleantech Capital Limited / Policy / Anti Bribery and Anti Corruption / February 2021
 ANTI-BRIBERY AND ANTI-CORRUPTION POLICY

I. Policy Statement and Purpose

1. One of the core principles set out in the Tata Code of Conduct 2015 states: ‘We are
committed to operating our businesses conforming to the highest moral and ethical
standards. We do not tolerate bribery or corruption in any form. This commitment
underpins everything we do.’

Our Company, having adopted the Tata Code of Conduct 2015, is therefore committed
to acting professionally, fairly and with integrity in all its business dealings and
relationships wherever it operates, and to implementing and enforcing effective
systems to counter bribery. This includes compliance with all laws, domestic and
foreign, prohibiting improper payments, gifts or inducements of any kind to or from any
person, including officials in the private or public sector, customers and suppliers. Our
Company is equally committed to the prevention, deterrence and detection of bribery
and other corrupt business practices.

2. Bribery and corruption can take many forms including cash or gifts to an individual or
family members or associates, inflated commissions, fake consultancy agreements,
unauthorized rebates, non-monetary favours and false political or charitable donations.
These actions may be undertaken directly or through a third party. It is illegal and
immoral to, directly or indirectly, offer or receive a bribe.

3. We uphold all laws relevant to countering bribery and corruption applicable to us in the
conduct of our business across all the jurisdictions in which we operate including,
wherever applicable, the U.S Foreign Corrupt Practices Act (“FCPA”), the UK Bribery
Act (“UKBA”) and the Indian Prevention of Corruption Act, 1988 (“PCA”) as amended
by the Prevention of Corruption (Amendment) Act, 2018. Different statutes adopt
different yardsticks to determine whether or not a particular act or omission is an
offence thereunder; thus an act may be an offence under one statute, but not under
another. The FCPA makes it a federal crime for companies or individuals to bribe
government officials in non-U.S. countries in order to obtain or retain business, or to
secure improper business advantages. The FCPA also requires public companies or
issuers (U.S. and non-U.S companies that trade securities on a U.S. stock exchange),
to keep accurate books and records, and to have an adequate system of internal
financial and accounting controls. The UKBA prohibits bribery in both, the public and
private sectors. Under the PCA, bribery of government officials and agents, whether
directly or indirectly, is strictly prohibited.

4. It would also be pertinent to note that by the Prevention of Corruption (Amendment)

Act 2018 (“Amendment Act”) which has come into effect from 26th July, 2018 the
following provisions have been modified / inserted with an intention to strengthen the
legislative framework of the PCA and include:
• ‘supply’ side of bribery (i.e. bribe giving) has been made substantive offence
under the PCA.
• a company could be held liable under the PCA as an offender if any person
‘associated’ with the company gives a bribe. However, a company would be
able to defend itself by proving that it had in place adequate procedures (such
as a robust ABAC program) designed to prevent persons associated with it
from undertaking such conduct; and

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 • every director, manager, secretary or other officer with whose ‘consent or
connivance’ the offence was committed, is made liable under the PCA.

5. In addition to the PCA, the following laws in India also presently apply to offences
relating to or resulting in corruption and bribery and resolutions available in case of
occurrence of corruption or bribery:

i) Indian Penal Code, 1860 (“IPC”);

ii) Prevention of Money Laundering, 2002;
iii) Central Vigilance Commission Act, 2003;
iv) Lok Ayukta Acts of various states.

6. The purpose of this model Anti-Bribery and Anti-Corruption Policy (“ABAC Policy”) is
to ensure that our Company sets up adequate procedures in order to prevent our
Company’s involvement in any activity relating to bribery, facilitation payments, or
corruption, even where the involvement may be unintentional. It requires employees,
directors, officers of the Company and third parties subject to this ABAC Policy to
recognize questionable transactions, behaviour or conduct, and to take steps to record,
comply and follow procedures set in place to deal with such behaviour or conduct.

7. While an exhaustive list cannot be provided, set out below are indicative questionable
transactions or situations that Designated Persons (as defined below) should be
careful about – which, when appearing together or individually, should raise a
‘red flag’:

i) A contract requires the use of a third-party consultant where the third party’s
principal or owner is a government official;

ii) The business lacks qualifications or resources i.e. the potential business partner
does not appear capable of performing the services being offered. Sham service
contracts, under which corrupt payments are disguised using a consulting
agreement or other arrangement are typical modalities for indulging in bribery or
corrupt activities;

iii) Any potential partner who provides guarantees of success or claims to have the
ability to obtain licenses or other government approval without providing a
description of a legitimate manner by which those goals will be accomplished;

iv) Transactions involving unusual payment patterns or financial arrangements.

Accordingly, a request to pay unusually high commissions is a warning sign of
possible corruption. A request to deposit commissions in multiple bank accounts,
perhaps in offshore banks, also justifies additional scrutiny;

v) A potential counterparty who refuses to accept an ABAC or anti money laundering

clause in the proposed contract;

vi) Based on pre-acquisition / counterparty due diligence, it becomes apparent that

the potential counterparty has a reputation for offering bribes or violating other laws
or indulging in unusual structured transactions;

vii) Inflated payouts to, or questionable role in the project of potential counterparty or
its affiliate;

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 viii) A proposed counterparty resists or fails to provide details of parentage or has
undisclosed principals, associates or subcontractors with whom it splits fees;

ix) A proposed counterparty refuses access to its books and records where requested
under the proposed contract.

8. This ABAC Policy constitutes a minimum standard. It must be complied with in any
country in which our Company does business even when the policy is stricter than the
anti-bribery laws that are applicable, including both applicable local laws and those
laws with extra-territorial application. However, when applicable anti-bribery laws are
stricter than this policy, such laws must be complied with. In case of any doubts,
Designated Persons must contact our Company’s Compliance Officer (as defined
below).

9. The guidelines in this ABAC Policy supplement the Tata Code of Conduct 2015 (“TCoC
2015”) and should be read in conjunction with:
a) TCoC 2015;
b) the Whistleblower Policy;
c) Any guidance published pursuant to this policy;
d) Any other relevant policies as may be implemented from time to time.

10. Because no code of conduct or policy can cover every possible situation, our Company
relies on the Designated Persons to use good judgment and to speak up when they
have either questions or concerns.

II. SCOPE AND APPLICABILITY

This ABAC Policy is applicable to our Company. Our Company shall recommend
adoption of this ABAC Policy to the Boards of its subsidiaries, associates and joint
ventures.

This ABAC Policy is applicable to all individuals working at all levels and grades,
including directors, senior managers, officers, other employees (whether permanent,
fixed-term or temporary), consultants, contractors, trainees, interns, seconded staff,
casual workers and agency staff, agents, or any other person associated with our
Company and such other persons, including those acting on behalf of our Company,
as designated by the Compliance Officer (as defined below) from time to time (all of
the aforesaid being collectively referred to as “Designated Persons”).

Designated Persons have a special responsibility to comply with this ABAC Policy, and
ensure that our Company’s procedures and measures to combat ABAC risks and
threats are upheld and strengthened. If in doubt whether an act would breach this
ABAC Policy, the Designated Person must take a step back and ask oneself the
following on a contemplated action:

• What is the intent – is it to build a relationship or is it something else?

• How would it look if these details were on the front page of a major newspaper?
• What if the situation were reversed – would there be a double standard?

Whenever faced with a doubt on the applicability of this ABAC Policy, or if an act could
be perceived to be a breach of this ABAC Policy, consult the Ethics Counsellor or the
Compliance Officer.

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 III. COMPLIANCE OFFICER

The Company shall, from time to time, designate an employee of sufficient seniority,
competence and independence as the compliance officer to ensure compliance with
the provisions of this ABAC Policy (“Compliance Officer”) and the same shall be
notified to the Designated Persons. Mr. Behzad Bhesania, Chief Financ ial
Off ic er has been designated as the Compliance Officer. All reports, complaints, doubts
or concerns in relation to this ABAC Policy shall be raised by the Designated
Persons to the Compliance Officer or to the Company Ethics Counsellor. Every
query or concern raised by any Designated Person in relation to any suspected
violation of this ABAC Policy shall be investigated by the Compliance Officer.

All queries, concerns or complaints received by the Company Ethics Counsellor

dealing with a bribery or corruption issue should be reported to the Compliance Officer
by the Company Ethics Counsellor. Any action required to be undertaken under this
ABAC Policy shall be taken by the Compliance Officer in accordance with this ABAC
Policy. The Compliance Officer shall have a functional reporting to the Designated
Director (as defined below) and shall submit quarterly compliance reports to the
Designated Director. Aggravated cases of breach of this ABAC Policy shall be
escalated to the Board of Directors of the Company (“Board”).

The following director / employee are the Designated Directors / Compliance Officer
for the purpose of this Policy:

Name of the Company Compliance Officer Designated Director

TCCL Mr. Behzad Bhesania Ms. Padmini Khare

Kaicker

IV. Definitions

1. Bribery

Bribery includes the offer, promise, giving, demand or acceptance of an undue

advantage as an inducement for an action which is illegal, unethical or a breach of
trust. Bribes often involve payments (or promises of payments) but may also include
anything of value - providing lavish/inappropriate gifts, hospitality and entertainment,
inside information, or sexual or other favours; offering employment to a relative;
underwriting travel expenses; abuse of function; or other significant favours. Bribery
includes advantages provided directly, as well as indirectly through an intermediary.
TCoC 2015 and this ABAC Policy prohibits Designated Persons from giving bribes not
only to any public/government official but also to any private individual. Bribery in any
form will not be tolerated.

2. Corruption

Corruption includes wrongdoing on the part of an authority, or those in power, through

means that are illegitimate, immoral, or incompatible with ethical standards.

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 3. Public Official (Government Official or Public Servant) / Foreign Public Official

In the Indian context, a public official would include (but not be limited to) the following:

a. any person holding a legislative, executive or administrative office of the

government (domestic or foreign), or acting in the official capacity for or on behalf
of a legislative, executive, or administrative office of the government (domestic or
foreign), whether appointed or elected, whether permanent or temporary, whether
paid or unpaid, irrespective of that person’s seniority;

b. any person in the service or pay of the government or of a corporation established

by or under a central, provincial or state statute, or an authority or a body owned
or controlled or aided by the government or a government company or is
remunerated by the government by fees or commission for the performance of any
public duty;

c. any judge, including any person empowered by law to discharge, whether by

himself/herself or as a member of any body of persons, any adjudicatory functions;

d. any person authorised by a court of justice to perform any duty, in connection with
the administration of justice, including a liquidator, receiver or commissioner
appointed by such court;

e. any person who performs a public duty, including for a public agency or public
enterprise, or provides a public service, as defined in the domestic law of the
country and as applied in the pertinent area of law; and

f. any other person defined as a “public official” under the domestic law.

“State” means all levels and subdivisions of governments (i.e., local, regional, or
national and administrative, legislative, or executive).

Foreign public official

Under non-Indian ABAC laws, what constitutes a “foreign official” or “foreign public
official” is interpreted broadly and includes officials from all branches of government,
as well as public international organizations, regardless of whether the official is a paid
or unpaid employee. The term also includes political parties, party officials, and
candidates for public office. Further it includes employees or agents of state-owned or
state-controlled enterprises and means any person acting in an official capacity on
behalf of any government department, agency, instrumentality, or corporation, family
members of the official, as well as a political party official or any candidate for political
office.

4. Facilitation payment or kickbacks

“Facilitation Payments” are unofficial payments made to public officials in order to

secure or expedite the performance/ non-performance of a routine or necessary action.
They are sometimes referred to as 'speed' money or 'grease' payments or ‘good-will
money’. The payer of the facilitation payment usually already has a legal or other
entitlement to the relevant action. “Kickbacks” are typically payments made in return
for a business favour or advantage.

5. Third party

The term “third party” includes any individual or organization, who/which comes into
contact with the Company or transacts with the Company, and also includes actual and
potential clients, vendors, consultants, retainers, agents, advisors, distributors,

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 business associates, partners (including academic institutions), contractors, suppliers
or service providers who work for and on behalf of the company.

6. Improper performance

Breach of an expectation that a person will act in good faith, impartially or in accordance
with a position of trust amounts to improper performance. This would also include
obtaining, agreeing to receive, accepting, or attempting to obtain, an undue advantage
for acts to be performed properly.

V. WHAT IS CORRUPTION

1. Corruption can take place in many types of activities. It is usually designed to obtain
financial benefits or other personal gain. For example, bribes are intended to influence
behaviour – they could be in the form of money, a privilege, an object of value, an
advantage, or merely a promise to influence a person in an official or public
capacity. Usually, two people are involved and both would benefit. Examples of a
bribe include offering or receiving of cash in the form of a kickback, loan, fee or reward,
or giving of aid, donations, or voting designed to exert improper influence.

2. The areas of business where corruption, including bribery, can most often occur
include:

a. Gifts, Entertainment and Hospitality;

b. Facilitation Payments;
c. Procurement Process;
d. Political, Community or Charitable Contributions;
e. Improper Performance of Duties;
f. Favours Regarding Recruitment Opportunities.

3. In the Indian context, the ingredients of an offence by a public servant under the PCA
are1:

a. Obtaining, accepting or attempting to obtain by a public servant of an undue advantage

with the intention to perform or cause performance of public duty improperly or
dishonestly or forbearing or causing forbearance to perform such duty either by the
public servant himself or by another public servant.

b. Obtaining or accepting or attempting to obtain by a public servant of an undue

advantage from any person as reward for the improper or dishonest performance of a
public duty or for forbearing to perform such duty either by the public servant himself
or another public servant.

c. A public servant performing or inducing another public servant to perform improperly

or dishonestly a public duty or to forbear performance of such duty in anticipation of or
in consequence of accepting an undue advantage from any person.

Violators of the PCA shall be subject to fines and/or imprisonment. Liability could also
be attributed to a company, if any person ‘associated’ with the company gives a bribe.
The PCA and recent judgments of the Supreme Court of India have made it clear that
private persons can be prosecuted under the PCA along with public servants for having
abetted the offence of bribery. Improper Performance could lead to accusations of
criminal breach of trust, which is an offence under the Indian Penal Code (IPC). The
IPC also penalises abetment as an offence. Under the IPC any person who intentionally

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 aids, by any act or illegal omission, the doing of a thing, or engages with a
person/persons in a conspiracy for the doing of a thing, is guilty of the offence of
abetment. Additionally, a person could also be prosecuted for offenses of cheating
and/or criminal breach of trust under the IPC. The PCA also penalizes abetment.

GIFTS, ENTERTAINMENT AND HOSPITALITY

4. Gifts, entertainment, and hospitality may be acceptable if they are reasonable,

proportionate, made in good faith and in compliance with the Company’s policies,
inclusive of Section D, Clause 11 and Section G, Clause 4 of the TCoC 2015, our
Company’s Gifts & Hospitality Policy (copy available on the company intranet), and
various advisories issued from time to time under the foregoing. Any doubts in this
regard should be clarified with the Company Ethics Counsellor or the Compliance
Officer.

5. What is a “Gift”? A gift is anything of value and would encompass any gratuitous
monetary or non-monetary benefit. It includes tangible items such as cash, precious
metals, stones, jewellery, art, and any of their equivalents, but also intangible items
such as discounts, services, loans, favours, special privileges, advantages, benefits
and rights that are not available to the general public. A “gift” also includes meals,
entertainment, hospitality, vacations, trips, use of vacation homes, tickets to sporting
or music events, outings, vendor familiarization trips, and use of recreational facilities.
Under no circumstances should any Designated Persons ever solicit a gift from any
person or company that is doing, or seeks to do, business with the Company. Note that
meals, entertainment and hospitality may also qualify as a gift, unless they fall within
reasonable bounds of value and occurrence.

6. Designated Persons must familiarise themselves with our Company’s Gifts &
Hospitality Policy.

7. Offering gifts in order to win or keep business is unethical and, in many cases, illegal.
If you find it difficult to provide a comfortable answer to questions on appropriateness
of a gift, or if you are unsure if you should accept something of value, each Designated
Person must ask the Compliance Officer. If your Compliance Officer is conflicted, seek
guidance from the Designated Director.

8. Note that this ABAC Policy is applicable whether a Designated Person is personally
offered a gift, or if a gift is offered for the benefit of a specific group or department at
the Company (including as a prize to be distributed at a party or event). All gifts
received should be promptly reported to the Compliance Officer if they are not in the
ordinary course of business, in compliance with all policies issued by the Company and
as per applicable law. Gifts of cash or cash equivalents must never be accepted.

9. A Designated Person may give a modest gift to a government or other public official
only when it is appropriate, allowed by local law, and in accordance with our Company’s
Gifts and Hospitality Policy.

10. Designated Persons are prohibited from offering gifts or granting favours outside the
ordinary course of business to current or prospective customers, their employees or
agents or any person (including but not limited to Government Officials) with whom the
company or its business associates have a contractual relationship, or intend to
negotiate an agreement. No Designated Person should accept or solicit any personal
benefit from anyone in the course of business in a manner that might compromise, or
appear to compromise their objective assessment.

11. As a general guide, the giving or receiving of gifts or hospitality may be acceptable if it
meets all the following requirements:

a) Is bona-fide and made in the normal course of business and does not create the
appearance (or an implied obligation) that the gift giver is entitled to preferential

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 treatment, an award of business, better prices, or improved terms of sale or
service;
b) Complies with local laws and customs (including cultural and religious festivals)
and is not prohibited under applicable law;
c) Would not influence, or appear to influence, or cause a conflict of interest for the
gift giver or receiver;
d) Does not include cash or cash equivalents, gold or other precious metals, gems
or stones;
e) Does not include any form of services or non-cash benefits such as promise of
employment;
f) Disclosure of the same does not cause embarrassment to the giver or receiver or
to the company in question;
g) Is fully documented and supported by original receipts and accurately recorded in
the books of accounts;
h) Is given openly, not secretly and in a manner that avoids the appearance of
impropriety.

In addition to the above, each Designated Person is required to be in compliance with

the specific guidelines set out in the Company’s Gifts and Hospitality Policy, including
in relation to maximum values permitted.

VI. FACILITATION PAYMENTS OR KICKBACKS

1. All Facilitation Payments and kickbacks are corrupt payments, and any such payment
in the course of our Company’s business is strictly forbidden.

2. Facilitation Payments are often involved in obtaining non-discretionary permits,

licenses or other official documents, expediting lawful customs clearances, obtaining
the issuance of entry or exit visas, providing police protection, whether or not such
actions are connected to the award of new business or the continuation of existing
business.

VII. PROCUREMENT PROCESS

Designated Persons must follow our Company’s processes and adhere to the system
of internal controls around supplier selection. Supplier selection should never be
based on receipt of a gift, hospitality or payment. When supplier selection is a formal,
structured invitation for the supply of products or services (often called a ‘tender’), it is
most important we maintain documentation supporting our internal controls.
Designated Persons must familiarise themselves with our Company’s procurement
processes and must adhere to the same.

VIII. INTERACTION WITH CUSTOMERS

1. Where a Designated Person is responsible for relationships with customers, she/he

may entertain customers for bona-fide purposes only in accordance with our
Company’s Gifts & Hospitality Policy. Records of such entertainment should be
maintained as per our Gifts & Hospitality Policy.

2. Bribery may also occur on the sales side, for example an employee might accept a
bribe to prefer one customer over another, again with potentially damaging
consequences for relationships with other customers, as well as the legal
consequences to our Company.

3. In the normal course of business, discounts and rebates are offered to customers in
both the private and public sectors. While this is common industry practice, the wide
variety of arrangements and the relative complexity of some of them creates a degree

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 of risk that such arrangements could be used to disguise improper inducements to
individual customer representatives (for example, selective dissemination of the fact
that free products are being provided), and consequently great care needs to be
exercised in the deployment of such arrangements.

IX. USE OF THIRD PARTY AGENTS, CONSULTANTS AND OTHER INTERMEDIARIES

1. Our Company may be held responsible for bribes paid on its behalf by third parties,
with severe and often irreparable consequences, even if our Company did not
authorize these payments. Therefore, it is critical that we are careful in the selection
of agents, that is, those people or companies who act on our behalf. It is also
important to note that whether such third party was acting for or on behalf of the
Company will be determined by reference to all the relevant circumstances and not
merely by reference to the nature of the relationship between such person and the
Company

2. All dealings with suppliers, agents, contractors, service providers, intermediaries,

consultants, and advisors, shall be carried out with the highest standards of integrity
and in compliance with all relevant laws and regulations. We expect all our third parties
to share our values and our ethical standards.

3. The following should be kept in mind prior to engaging a third party:

a. Appropriate due diligence is conducted and properly documented;

b. Formal commitment (in writing) is sought from the third party to ensure compliance
to these standards;

c. Appropriate anti-bribery and anti-corruption provisions are incorporated in the

contracts in consultation with our Company’s Legal team, including the right to
audit, as well as a clause on termination, if the partner/party fails to abide by the
anti-bribery and anti-corruption terms.

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 X. GOVERNMENT INTERACTION

1. Section I, Clause 2 of TCoC 2015 states “We engage with the government and
regulators in a constructive manner in order to promote good governance. We conduct
our interactions with them in a manner consistent with our Code “. Doing business with
the government is highly regulated and typically follows stricter rules than those in the
commercial marketplace. If you work with government officials or a government-owned
(or partially-owned) company, you have a special duty to know and comply with
applicable laws and regulations, adhere to the highest standards of integrity and avoid
even the appearance of impropriety. Our Company may interact with the government,
government officials and government agencies in multiple forms, such as: for seeking
statutory or regulatory approvals, as a supplier, as a customer, etc. Designated
Persons should always be truthful, accurate, co-operative and courteous while
representing our Company before any government, government officials and
government agencies.

2. Our Company and employees shall not, unless mandated under applicable law and
our Company’s Corporate Social Responsibility (“CSR”) Policy, offer or give any
company funds or property as donation to any government agency or its
representative, directly or through intermediaries. However, in the Indian context for
example, donation of our Company’s funds or property to the Prime Minister’s Relief
Fund or donations towards disaster relief may be permitted pursuant to our Company’s
CSR Policy2. The Company shall comply with government procurement regulations
and shall be transparent in all its dealings with government agencies.

XI. POLITICAL COMMUNITY AND CHARITABLE CONTRIBUTIONS

1. Section I, Clause 1 of TCoC 2015 states: “We shall act in accordance with the
constitution and governance systems of the countries in which we operate. We do not
seek to influence the outcome of public elections, nor to undermine or alter any system
of government. We do not support any specific political party or candidate for political
office. Our conduct must preclude any activity that could be interpreted as mutual
dependence / favour with any political body or person, and we do not offer or give any
company funds or property or other resources as donations to any specific political
party, candidate or campaign.

Any financial contributions considered by our Board of Directors in order to strengthen

democratic forces through a clean electoral process shall be extended only through the
Progressive Electoral Trust in India, or by a similar transparent, duly-authorised, non-
discriminatory and non-discretionary vehicle outside India”.

Designated Persons are not allowed to make political contributions from the funds,
properties or other resources of our Company except political contributions approved
by the Board in accordance with the TCoC and in compliance with applicable law. Our
Company may make charitable donations for humanitarian needs and other factors,
including emergency situations and disaster relief. Such contributions must be made
in compliance with our Company’s Corporate Social Responsibility Policy (copy
available at [--URL--]). However, it is important that we pay special attention when
making donations such that they shall be made without demand or expectation, so that
our donations would not be considered inducements, as this would be a violation of the
anti-corruption laws, the TCoC and this ABAC Policy. Thus, contributions by the
Company to community projects or charities need to be made in good faith and in
compliance with our TCoC, this ABAC Policy and all other relevant policies and
procedures.

2 Note: each Tata company to insert appropriate examples in the context of its CSR policy.

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 2. Before making such a contribution, the Designated Persons should ensure that:

a) Such charitable contributions are not dependent on, nor made to win, a business
deal.

b) The contribution is always made to the charity and not to any particular individual,
except where donations or grants are provided directly to affected victims of
natural disasters, pursuant to our Company’s CSR policy.

c) Contributions should be given to entities where the end use of the contribution is
known and/or controlled.

d) Contributions should only be made to charitable organisations which are

registered under the laws of the country.

e) As far as possible, background checks on the charitable organisations should be

carried out in all cases especially to ensure that the charity does not act as a
conduit to fund illegal activities in violation of anti-money laundering laws, anti-
terrorism laws and other applicable laws.

f) Only such charitable contributions shall be made that are legal and ethical under
local laws and practices.

XII. SPONSORSHIPS

Sponsorships are closely allied to the various types of community / business activities
undertaken by our Company. These could range from sponsoring educational
scholarships to local sports teams. Any sponsorship must be for genuine business or
charitable objectives without any element of quid pro quo. Any such sponsorship must
be transparent, duly approved, properly documented and duly reported as per our
Company’s CSR Policy.

XIII. MERGERS AND ACQUISITIONS

1. A company that does not perform adequate due diligence regarding compliance with
anti-bribery and anti-corruption procedures of the target company prior to a merger or
acquisition may face both legal and business risks. Our Company will undertake
appropriate and reasonable due diligence on the reputation and integrity of any
business in which it makes investments.

2. Our Company, when it is acquiring a potential target, will train new employees, re-
evaluate third parties under company standards and where appropriate, conduct audits
on new business units.

XIV. CONFLICTS OF INTEREST

1. Section D, Clause 12 and Clauses 24 through 28 of TCoC 2015 provide detailed

guidance on assessment of potential situations of conflict of interest. Any conflict of
interest, even if it is perceived or potential, reported to the Company Ethics
Counsellor or the Compliance Officer, must be in turn reported to the appropriate
competent authority as defined in TCoC 2015, and actioned as per the guidance
provided in the TCoC.

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 XV. BOOKS, RECORDS, AND INTERNAL CONTROL REQUIREMENTS

1. Accurate and complete recordkeeping is essential to the successful operation of our

Company, as well as to our ability to meet our legal and regulatory obligations. Each
Designated Person has a responsibility to be accurate, complete and honest in what
he/she reports and records to meet regulatory requirements, as well as in all internal
and external documents of our Company, including accounting records, time cards,
expense reports, invoices, payroll records, safety records, business records,
performance evaluations, etc.

2. Expenses must never be hidden or purposefully misclassified. Many serious global

bribery and corruption scenarios are found to involve inaccurate record-keeping. To
prevent this, international anti-corruption laws generally require detailed and accurate
accounting records for transactions, including cash and bank accounts. All Designated
Persons must ensure that we maintain accurate books, records and financial
reporting.

3. All business units and entities must maintain an effective system of internal control and
monitoring of our transactions. Certain monitoring controls are identified in our policies,
specifically regarding approval of travel and entertainment expenses. It is the
responsibility of the Designated Persons to be knowledgeable about control
procedures and ensure compliance. Designated Persons are required to ensure that
all expense claims relating to hospitality, gifts or charitable donations are submitted in
accordance with applicable policies and specifically record the reason for the
expenditure.

4. Designated Persons are required to maintain all financial records and have appropriate
internal controls in place which will evidence the business reason for making payments
to or receiving payments from third parties.

5. All accounts, invoices, memoranda and other documents and records relating to
dealings with third parties, such as customers, suppliers and business contacts, should
be prepared and maintained with accuracy and completeness. Our records
management and retention policies ensure that we maintain the records we need to
meet our legal, tax and regulatory requirements and securely dispose of records that
are no longer needed or are beyond the statutory retention period. Designated Persons
should take care never to dispose of information that may be relevant to current or
threatened litigation or subject to a legal prohibition or stipulation until they are
authorized in writing to do so by the relevant department.

6. Designated Persons who see or suspect financial misconduct should notify their
supervisors immediately, and contact the Compliance Officer.

XVI. COMMUNICATION AND COMPLIANCE TRAINING

1. It is our commitment to ensure that our Company has adequate procedures to combat
ABAC risks and threats. To meet this objective, regular training will be made available
to all business units in relation to our ABAC Policy, obligations of Designated Persons,
company procedures and measures. The details of our Company’s whistleblowing
procedures will be disseminated throughout our Company and will be so done on a
regular basis.

2. Training will be conducted either on-line or in-person or a combination of both and will
be administered by the Compliance Officer. The training will be required to be
completed within a specified timeframe. The Designated Persons must not treat these
training programs as a ‘one-time’ event and Designated Persons are expected to keep
themselves up to date by undergoing repeat training at regular intervals or each time a
training program is updated.

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 3. Our Company may also extend training programs to third parties, if it is envisaged that
the work profile allocated to them carries a significant risk as per this ABAC Policy.

XVII. HOW TO RAISE CONCERNS

1. Every Designated Person is encouraged to raise concerns about any bribery issue or
suspicion of malpractice or any case of corrupt practice or any breach of this ABAC
Policy or applicable ABAC law at the earliest possible stage. If he/she is unsure
whether a particular act constitutes bribery or corruption or if he/she has any other
queries, these should be raised with the respective reporting manager and the
Compliance Officer at the following email address:

Name of the Company Compliance Officer Email Address

TCCL Mr. Behzad Bhesania [email protected]

2. Designated Persons may also raise concerns or queries to the Ethics Counsellor
through the ‘Raising Concerns’ mechanism under the TCoC or through the
‘Whistleblower Policy’ which is intended to encourage and enable employees, and
other stakeholders, to raise serious concerns internally. Our Company’s ‘Whistleblower
Policy’ is available on the Company’s Intranet.

3. No personnel who in good faith, reports a violation of the ABAC Policy shall suffer
harassment, retaliation or adverse employment consequences.

XVIII. RESPONSIBILITY AND PENALTIES

1. Our Company takes the subject of corruption and bribery very seriously. Any violation
of this ABAC Policy will be regarded as a serious matter and shall result in disciplinary
action, including termination, consistent with applicable law and the employee’s terms
of employment.

2. Bribery is a criminal offense. The defaulting Designated Person will be accountable

whether she/he pays a bribe herself/himself or authorizes, assists, or conspires with
someone else to violate this ABAC Policy or an anti-corruption/anti-bribery law.
Punishments for violating the law are against a defaulting Designated Person as an
individual and may include imprisonment, probation, and significant monetary fines
which will not be paid by the Company. For example, punishment under the PCA
ranges between 3 years and 7 years, along with a fine. In certain cases of habitual
offenders imprisonment could be as high as 10 years. There is no limit on the maximum
fine payable.

3. In case of violations of this ABAC policy, the Compliance Officer shall take appropriate
steps such as:

a) Assigning an Investigation Team: Experts with the right knowledge and

objectivity may be appointed to investigate a complaint.

b) Conducting an Investigation: Every investigation relating to a suspected violation

of this ABAC Policy shall be investigated by the Compliance Officer together with
other members assigned under sub-clause (a) above. The objective of such an
investigation would be to determine the facts, through interviews with concerned
participants and/or review of documents. Such investigation team will make a
written demand for information, records etc. that is reasonably related to the
alleged offence, including, without limitation: (a) copies or access to all records

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 relating to the alleged offence (such as telephone records, Internet service
records and/or other records stored on computer hard drives or other information
storage equipment); and/or (b) a written statement made by the Designated
Person, if any, setting out in detail all of the facts and circumstances of which
such a Designated Person is aware with respect to the alleged offence. Each
Designated Person shall co-operate with the investigation team and promptly
respond to all requests for information. It is clarified that the report prepared by
the investigations team, shall be kept confidential and shall be shared only with
such persons who have a “need to know” under applicable law or Company
Policies, e.g. a copy of the report may be shared with the Designated Director.

c) Corrective Action: If necessary, corrective actions shall be prescribed or

suggested to appropriate managers, officers and employees for implementation.

d) Penalties: The Compliance Officer shall, after considering inputs, if any, from the
Company Ethics Counsellor and the Designated Director have the discretion to
recommend appropriate disciplinary action, including suspension and
termination of service of such a defaulting Designated Person. The Compliance
Officer shall also recommend if the violation is potentially criminal in nature and
should be notified to the authorities. In the event of criminal or regulatory
proceedings, the Designated Persons shall co-operate with relevant authorities.
Depending on the nature and scale of default by the defaulting Designated
Person, the Compliance Officer may also recommend to the Board to commence
civil and/or criminal proceedings against such a Designated Person in order to
enforce remedies available to our Company under applicable laws.

4. All internal investigations shall follow principles of natural justice and shall ensure that
the relevant Designated Person is provided with an opportunity to make his/her case
before the investigation team.

XIX. PERIODIC REVIEW AND EVALUATION

1. Our Company’s Audit Committee will monitor the effectiveness and review the
implementation of this ABAC Policy, considering its suitability, adequacy and
effectiveness.

2. Our Company reserves the right to vary and/or amend the terms of this ABAC Policy
from time to time.

*****

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