CONTAINER CORPORATION OF INDIA LIMITED

(भारतीय कं टेनर ननगम निनमटेड)

WHISTLE BLOWER POLICY/

VIGIL MECHANISM
CONCOR WHISTLE BLOWER POLICY/ VIGIL MECHANISM
(Revised)

CONCOR WHISTLE BLOWER POLICY/ VIGIL MECHANISM

(Revised)

This policy shall be called "CONCOR Whistle Blower Policy/Vigil Mechanism” and
shall remain in force with effect from 30.07.2014, as amended from time to time.

1. PREFACE

1.1 As per Section 177 of the Companies Act, 2013 and relevant Rules thereon,
every listed company and the companies belonging to such class or classes
shall establish a vigil mechanism for their directors and employees to report
their genuine concerns or grievances. Further, regulation 18 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations {SEBI (LODR)
Regulations} inter-alia provides for a mandatory requirement for all listed
companies to establish a vigil mechanism called ‘Whistle Blower policy’ for
directors and employees to report concerns about unethical behaviour,
actual or suspected fraud or violation of the company’s code of conduct or
ethics policy. Further SEBI (LODR) Regulations also provides that the
company should devise an effective whistle blower mechanism enabling
stakeholders, including individual employees and their representative
bodies, to freely communicate their concerns about illegal or unethical
practices.

1.2 In pursuance to Section 177 & Rules framed under the Companies Act, 2013
read with SEBI (LODR) Regulations, CONCOR’s Whistle Blower Policy/Vigil
Mechanism is formulated to provide an opportunity and an avenue to
CONCOR employees, to raise concerns and to access in good faith the Audit
and Ethics Committee, in case they observe any unethical and improper
practices or any other wrongful conduct in the company. It seeks to provide
necessary safeguards for protection of employees from reprisals or
victimization and to prohibit managerial personnel from taking any adverse

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personnel action against such employees. The main intent of the policy is to
ensure that CONCOR continues to strive to the highest possible standards of
Ethical, Moral, and Legal Business conduct and its commitment to open
communication.

1.3 However, a disciplinary action against the Whistle Blower which occurs on
account of poor job performance or misconduct by the Whistle Blower, and
which is independent of any disclosure made by the Whistle Blower, shall not
be protected under this policy.

1.4 For the sake of absolute clarity, it is specified that the Whistle Blower Policy
does not tantamount, in any manner, to dilution of the vigilance mechanism
in CONCOR. Any Protected Disclosure made by an employee under this
policy, if perceived to have a vigilance angle, shall be referred to the Chief
Vigilance Officer, CONCOR, as per the existing practice.

1.5 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, manipulations, 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 and formally reported by whistle blowers.

2. DEFINITIONS

2.1 “CONCOR” means Container Corporation of India Limited.

2.2 “Audit and Ethics Committee” means the Audit and Ethics Committee of the
Board constituted by the Board of Directors of CONCOR in accordance with
Section 177 of the Companies Act, 2013 and read with SEBI (LODR)
Regulations with the stock exchanges.

2.3 “Competent Authority” means Audit and Ethics Committee, which shall
oversee the Whistle Blower Policy/Vigil Mechanism and if any of the members
of the committee have a conflict of interest in a given case, they should recuse

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themselves and the others on the committee would deal with the matter on
hand.

2.4 “Employee” means an employee as defined in the CONCOR Discipline and

Appeal Rules and the directors of the Company.

2.5 “Improper Activity” means Unethical behavior, actual or suspected fraud or

Violation of the company’s general guidelines on conduct or ethics policy by
any employee of CONCOR.

2.6 “Investigators” means those persons authorized, appointed, consulted or

approached by the Competent authority in connection with conducting
investigation into a protected disclosure and include the Auditors of
CONCOR.

2.7 “Protected Disclosure” means any communication made in good faith that
discloses or demonstrates information that may be treated as evidence of
unethical or “Improper activity”.

2.8 “Service Rules” means the CONCOR Discipline and Appeal Rules.

2.9 “Subjects” means an employee – officer/staff against or in relation to whom

a Protected Disclosure has been made or evidence gathered during the
course of investigation.

2.10 “Whistle Blower” means an Employee making a protected Disclosure under

this policy.

3. ELIGIBILITY

All employees of CONCOR are eligible to make “Protected Disclosures”.

4. GUIDELINE PRINCIPLES

4.1 Protected Disclosures shall be acted upon in a time bound manner.

4.2 Complete confidentiality of the Whistle Blower will be maintained.

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4.3 The Whistle Blower and / or the person(s) processing the protected
disclosure will not be subjected to victimization.

4.4 Evidence of the protected Disclosure will not be concealed and appropriate
action including disciplinary action will be taken in case of attempts to
conceal or destroy evidence.

4.5 ‘Subject’ of the Protected Disclosure i.e., employee against or in relation to

whom a protected Disclosure has been made, will be provided an
opportunity of being heard.

4.6 The Whistle Blower should bring to attention of the Competent Authority at
earliest any improper activity or practice. Although they are not required to
provide proof, they must have sufficient cause for concern.

4.7 The Whistle Blower shall co-operate with investigating authorities,

maintaining full confidentiality.

5. WHISTLE BLOWER – ROLE & PROTECTIONS

Role:

5.1 The Whistle Blower’s role is that of a reporting party with reliable
information.

5.2 The Whistle Blower is not required or expected to conduct any investigations
on his own.

5.3 The Whistle Blower may also be associated with the investigations, if the
case so warrants. However, he shall not have a right to participate.

5.4 Protected Disclosure will be appropriately dealt with by the competent

authority.

5.5 The Whistle Blower shall have a right to be informed of the disposition of his
disclosure except for overriding legal or other reasons.

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5.6 The Whistle Blower shall report the Protected Disclosure to the Audit and
Ethics Committee or any other member of the Audit and Ethics Committee
nominated by the Committee. However, in appropriate or exceptional cases
he may report the same to the Chairperson of the Audit & Ethics Committee.

Protections:

5.7 Genuine Whistle Blowers will be accorded protection from any kind of
harassment/unfair treatment/victimization. However, motivated and
frivolous disclosures shall be discouraged.

5.8 No unfair treatment will be meted out to a Whistle Blower by virtue of

his/her having reported a Protected Disclosure. The Company, as a policy,
condemns any kind of discrimination, harassment, victimization or any other
unfair employment practice being adopted against Whistle Blower. Complete
protection will, therefore, be given to Whistle Blower against any unfair
practice like retaliation, threat or intimidation of termination/suspension of
service, disciplinary action, transfer, demotion, refusal of promotion,
discrimination, any type of harassment, biased behavior or the like including
any direct or indirect use of authority to obstruct the Whistle Blower’s right
to continue to perform his duties/functions including making further
Protected Disclosure. The Company will take steps to minimize difficulties,
which the Whistle Blower may experience as a result of making the Protected
Disclosure. If the Whistle Blower is required to give evidence in criminal or
disciplinary proceedings, arrangements will be made for the Whistle Blower
to receive advice about the procedure. Expenses incurred by the Whistle
Blower in connection with the above, towards travels etc. will be reimbursed
as per normal entitlements.

5.9 A Whistle Blower may report any violation of clause 5.8 above to the
Competent Authority who shall investigate into the same and take corrective
action, as may be required.

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5.10 Any other Employee assisting in the said investigations shall also be
protected to the same extent as the Whistle Blower.

6. PROCEDURES – ESSENTIALS AND HANDLING OF PROTECTED

DISCLOSURE:

6.1 The protected Disclosure/Complaint should be attached to a letter bearing

the identity of the Whistle Blower/complainant, i.e., his/her Name, Employee
Number and Location, and should be inserted in an envelope which should
be closed/secured/sealed. The envelope thus secured/sealed should be
addressed to the Competent Authority and should be superscribed
“Protected Disclosure”. (If the envelope is not superscribed and
closed/sealed/secured, it will not be possible to provide protection to the
Whistle Blower as specified under this policy). There shall be a letter box in
the Corporate Office of CONCOR duly locked with its key remaining with
person designated by Competent Authority/CMD. The complaint so received
super scribed of “Complaint under Whistle Blower Policy” shall be put in the
box for confidentiality & to be opened by designated person only.

6.2 Anonymous or pseudonymous Protected Disclosure shall not be entertained.

6.3 Protected Disclosure should either be typed or written in legible hand

writing in English, Hindi or regional language of the place of the employment
of the Whistle Blower and should provide a clear understanding of the
improper Activity involved or issue / concern raised. The reporting should
be factual and not speculative in nature. It must contain as much relevant
information as possible to allow for preliminary review and proper
assessment.

6.4 Investigations into any Improper Activity which is the subject matter of an
inquiry or order under the Public Servants’ Inquiries Act, 1850 or under the
Commissions of Inquiry Act, 1952 will not come under the purview of this
policy.

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6.5 The Contact details of the Competent Authority for addressing and sending
the Protected Disclosure is as follows:

The Audit and Ethics Committee

C/o Chairman and Managing Director
Container Corporation of India Ltd.
CONCOR BHAWAN, C-3, Mathura Road,
Opposite Apollo Hospital, New Delhi-110076

The Contact details of the Chairperson Audit & Ethics Committee for
addressing and sending the Protected Disclosure, in appropriate or
exceptional cases, is as follows:

Shri Satendra Kumar,

Chairperson Audit & Ethics Committee
Friends Colony, Road No.03,
P.O. Ashiana Nagar, PS – Rajiv Nagar,
Patna, Bihar. Pin - 800025
email: [email protected]

6.6 The Confidential section, as nominated by CMD, shall maintain a record of the
protected disclosure received. The Confidential Section shall inform Audit &
Ethics Committee about receipt of the protected disclosure within three days
of its receipt and it shall submit the same to the Audit & Ethics Committee in
the sealed condition in its immediate next meeting.

6.7 The Audit & Ethics Committee shall meet, where CMD will be special invitee
for this purpose, and weed out frivolous complaints and the protected
disclosures(s) which require further investigation shall be forwarded to the
investigator(s), to be appointed in consultation with CMD, through the
Confidential Section. The Audit & Ethics Committee shall also have powers to
seek opinion from any expert.

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7. INVESTIGATIONS AND THE ROLE OF INVESTIGATORS:

Investigation

7.1 Investigation shall be launched if the Audit & Ethics Committee is satisfied
after preliminary review that:

(a) the alleged act constitutes an improper or unethical activity or

conduct, and

(b) the allegation is supported by information and specific enough to be

investigated or in cases where the allegation is not supported by
specific information, it is felt that the concerned matter deserves
investigation.

7.2 The decision taken by the Audit & Ethics Committee to conduct an
investigation is, by itself, not to be construed as an accusation and is to be
treated as a neutral fact finding process.

7.3 The identity of the subject(s) and the Whistle Blower will be kept
confidential.

7.4 Subject(s) will normally be informed of the allegation at the commencement

of a formal investigation and will be given opportunities for providing their
inputs during the investigation.

7.5 Subject(s) shall have a duty to co-operate with the investigators(s) during
investigation to the extent that such co-operation will not compromise self-
incrimination protection available under the applicable laws.

7.6 Subject(s) have a responsibility not to interfere with the investigations.

Evidence shall not be withheld, destroyed or tampered with, and witnesses
shall not be influenced, coached, threatened or intimated by the subject(s).

7.7 Unless there are compelling reason not to do so, Subjects(s) will be given the
opportunity to respond to material findings contained in an investigation

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report. No allegation of wrongdoing against a subject(s) shall be considered

as maintainable unless there is good evidence in support of the allegation.

7.8 The investigation shall be completed normally within 45 days of the receipt
of the protected disclosure by investigator(s) or such extended period as the
Competent Authority may permit for reasons to be recorded.

7.9 Subject(s) have a right to be informed of the outcome of the investigation.

Role of Investigator(s)

7.10 Investigator(s) are required to conduct a process towards fact finding and
analysis. Investigator(s) shall derive their authority from Competent
Authority when acting within the course and scope of their investigations.
The investigators shall submit his/their report to the Competent Authority.

7.11 All investigators shall perform their role in an independent and unbiased
manner. Investigators have a duty of fairness, objectivity, thoroughness,
ethical behavior and observance of professional standards. The investigation
would be conducted as a neutral fact finding process and without any
presumption of guilt. A written report of the findings would be essential.

8. ACTION

8.1 If the Competent Authority is of the opinion that the investigation discloses
the existence of improper activity which is an offence punishable in law, the
Competent Authority may direct the concerned authority to take disciplinary
action under applicable statutory provisions including referring the matter to
Chief Vigilance Officer of CONCOR for Appropriate action.

8.2 The Competent Authority shall take such other remedial action as it deem fit
to remedy the improper activity mentioned in the Protected Disclosure and /
or to prevent the re-occurrence of such improper activity.

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8.3 If the investigation discloses that no further action on the protected

disclosure is warranted, the report shall be filed in the Confidential Section.

9. REPORTING AND REVIEW

The Competent Authority shall submit a quarterly report of the protected

disclosures received and of the investigations conducted, and of the action
taken to the Board of Directors for information and review.

10. NOTIFICATION

All Executives Directors/Chief General Managers/Regional General

Managers/Departmental Heads etc. are required to notify & communicate
the existence and content of this policy to the employees of their
Region/department. HR Department shall obtain and keep at Corporate
Office the acknowledgement of this policy as per Form-A from all the
employees of CONCOR. The Whistle Blower policy shall be prominently
displayed on all Notice Boards of the Company. This policy, including
amendments thereof, shall also be made available on
www.concorindia.com.

11. ANNUAL AFFIRMATION

The Company shall annually affirm that it has not denied any employee
access to the Audit and Ethics Committee and that it has provided protection
to the Whistle Blower from adverse action. The affirmation shall form part of
Corporate Governance report as attached to the Annual Report of the
company.

12. AMENDMENTS
This policy can be modified at any time by the Audit and Ethics Committee,
which will be subject to its approval by the Board of Directors of the
Company.

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13. SECRECY/CONFIDENTIALITY

The Whistle Blower, the Subjects, the Investigator and everyone involved in
the process shall:
a. maintain complete confidentiality/ secrecy of the matter
b. not discuss the matter in any informal/social gatherings/ meetings
c. discuss only to the extent or with the persons required for the purpose of
completing the process and investigations
d. not keep the papers unattended anywhere at any time
e. keep the electronic mails/files under password

If any one is found not complying with the above, he/ she shall be held liable
for such disciplinary action as is considered fit.

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CONCOR WHISTLE BLOWER POLICY/ VIGIL MECHANISM
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Form-A

CONTAINER CORPORATION OF INDIA LTD.

ACKNOWLEDGEMENT
OF
CONCOR WHISTLE BLOWER POLICY / VIGIL MECHANISM

ACKNOWLEDGEMENT FORM

I ……………………………………….., have received and read “CONCOR Whistle

Blower Policy / Vigil Mechanism” which has come into force on 30.07.2014, as
amended from time to time. I will also keep myself updated with the above
policy as provided on CONCOR’s website i.e. www.concorindia.com.

Signature : ……………………………………………..

Name :..…………………………………………………..

Designation :…..…………………………………………

Date :…..…………………………………………………..

Place :..…………………………………………………….

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