Whistle-Blower Policy

1)

Any unlawful Act, whether criminal or a breach of the civil law.

2)

Breach of Company Policy or Code of Conduct

3)     

Abuse of power/authority

4)     

Manipulation of company data/records

5)     

Financial irregularities, including fraud, or suspected fraud

6)     

Perforation/ leakage of confidential/propriety information

7)     

Deliberate violation of law(s)/regulation(s)

8)     

Wastage/misappropriation of company funds/assets

9)     

Any other unethical or improper conduct

A "whistleblower complaint" is a complaint where a Complainant/ Whistle Blower (person raising the Complaint) believes that Bajaj Capital (or an officer or Associate of Bajaj Capital) has, or may have, breached the Code of Ethical Business Conduct, Accounting, Internal Accounting Controls, Auditing Matters, and applicable national and international laws including statutory / regulatory rules and regulations.

The "whistleblower complaint" falls under the ambit of ‘Protected Disclosure’.

‘Protected Disclosure’ would mean communication of the concern made in good faith which discloses or demonstrates information that may evidence an unethical or improper activity with respect to the Company. It should be factual and not speculative and should contain as much specific information as possible to allow for proper assessment of the nature and extent of concern.

Alerting Bajaj Capital to potential issues will assist in promoting compliant corporate environment and will protect reputation of Bajaj Capital. All the stakeholders have an obligation to raise such concerns as soon as they witness any violation.

All the stakeholders shall address the complaints/concerns to the COMPANY OMBUDSMAN. In case of a complaint/concern against COMPANY OMBUDSMAN, the same shall be addressed to the Chairman of the Board of Directors.

The COMPANY OMBUDSMAN is an independent authority appointed by the Board of Directors who would be overseeing compliance issues within the organization. The COMPANY OMBUDSMAN would oversee that the Organization and its Associates are complying with the Organizations Code of Ethics and Conduct, internal policies and procedures.

Please refer Appendix A for the contact details of COMPANY OMBUDSMAN. (Page 9 of the policy document)

Bajaj Capital prohibits and discourages any retribution against the Whistleblower for raising or for helping to address integrity concerns. Whistleblower shall not be disadvantaged in any manner for having raised a concern. Allegations of retaliation will be investigated and if proved, appropriate action will be taken. Associates can raise allegations of retaliation with either the Head of Human Resources or with COMPANY OMBUDSMAN

a)     

A Whistleblower can raise a concern with the COMPANY OMBUDSMAN by:

b)     

All whistleblower complaints received shall be reviewed by the COMPANY

OMBUDSMAN and/or by the Redressal Committee constituted by him/her. The COMPANY OMBUDSMAN and/or the Committee shall assess whether the issue raised constitutes a valid whistleblower complaint. The CORPORATE OMBUDSMAN or the Redressal Committee will acknowledge / respond to the whistleblower within 7 working days of receiving the complaint.

c)     

Disclosure by the Whistleblower about her/his identity:

d)     

Responsibility of the Whistleblower:

The Whistleblower is expected to act responsibly and be reasonably certain about the allegation/s that s/he is making. Baseless and malicious allegations by Associates or other stakeholders may result in disciplinary action or other appropriate action, as the case may be.

Whistleblowers involved in an investigation are also expected to keep all discussions with the COMPANY OMBUDSMAN / Redressal Committee confidential. Breach of confidentiality would again be viewed seriously and may invite disciplinary action. Confidentiality is important to safeguard the integrity of the investigation and the whistleblower process generally.

7.1)

Upon receipt of the complaint, the COMPANY OMBUDSMAN shall constitute the Redressal Committee consisting of relevant experts with the right knowledge and competence to carry-out the investigation.

7.2)

The Redressal Committee/ Disciplinary Committee shall conduct an inquiry and come up with a report within 15 to 60 working days from the date of the initial complaint.

7.3)     

Upon the formation of Redressal Committee or Disciplinary Committee, the committee shall:

7.3.1)     

Contact the Associate/Customer/Vendor to obtain the information necessary to conduct an effective investigation

7.3.2)     

Solicit the support of the Whistleblower in the investigation process.

7.4)

The COMPANY OMBUDSMAN or the Redressal Committee may at their discretion, call upon, (but not limited to) role holders such as the Risk Officer, Legal officer etc. to ensure rigor in the investigations and in ascertaining the legal validity of the decisions taken thereof with no prejudice to the parties involved.

7.5)

Upon completion of the investigation, the Redressal Committee shall share its findings and recommended decision with the COMPANY OMBUDSMAN for approval.

7.6)     

The COMPANY OMBUDSMAN is well with rights to accept/reject/amend the findings/decisions by the Redressal Committee and her/his decision would be final and binding on all.

7.7)

The COMPANY OMBUDSMAN and/or the designated officer will provide feedback to the Whistleblower on the progress of the investigation or upon completion of the investigation / action taken. Such communication shall be at the sole discretion of the COMPANY OMBUDSMAN depending on the sensitivity of the case or where it is deemed to infringe on the rights of the person against whom the allegations are made.

7.8)     

The final decision taken by the COMPANY OMBUDSMAN would be binding on the Organization to initiate action.

1)     

Personal grievances or dissatisfaction with appraisals and rewards: Such matters may be raised with the Supervisor or Function Head or the Human Resource Team as appropriate.

2)

Allegations of sexual harassment: Such matters are to be raised with the Committee for prevention of sexual harassment or the POSH committee. Aspects related to sexual harassment are covered under a separate POSH policy.

1)     

Bring to attention of the company, any improper practice they may be aware of at the earliest. Although they are not required to provide proof, they must have sufficient grounds for raising the concern.

2)     

Co-operate with investigating authorities, while maintaining full confidentiality.

3)     

The intent of the policy is to bring genuine and serious issues to the forefront, and it is not intended for petty complaints. Malicious allegations by Associates can result in disciplinary action.

4)     

A whistleblower has the right to protection from retaliation. But this does not extend to immunity for complicity in the matters that are the subject of the allegations and investigation.

5)     

In the event of exceptional cases, where the whistleblower is not satisfied with the outcome of the investigation carried out by the COMPANY OMBUDSMAN, s/he can make a direct appeal to the Chairman of the Board of Bajaj Capital or Chairman of the Audit Committee as appropriate.

1)     

Conduct the enquiry in a fair and unbiased manner.

2)     

Ensure complete fact-finding.

3)     

Maintain strict confidentiality.

4)     

Decide on the outcome of the investigation, whether an improper practice has been committed and if so by whom.

5)     

Recommend an appropriate course of action and suggest disciplinary action or any preventive measures.

6)     

Record minutes of the committee deliberations and document the final report.

7)     

Submit the final report to COMPANY OMBUDSMAN

1)     

Ensure necessary action is taken on decisions / recommendations of the COMPANY OMBUDSMAN.

2)     

Provide full co-operation to the investigation team.

3)     

Be informed of the outcome of the investigation.

4)     

Maintain strict confidentiality