Whistle Blower Policy

Introduction

Sammaan Capital Limited (formerly known as Indiabulls Housing Finance Limited) (“the Company” or “SCL”) is committed to adhere to the highest standards of ethical, moral and legal conduct of its business operations. To maintain these standards, the Company has formulated several policies to assist its directors, employees and other stakeholders in achieving and maintaining these standards.

The purpose of the Whistle Blower Policy (“the Policy’’) is to provide an avenue for directors, employees and other stakeholders to report matters without the risk of subsequent victimization, discrimination or disadvantage. This Policy provides for adequate safeguards against victimization of whistleblowers and in case they observe unethical and improper practices or any other wrongful conduct in the Company. The Policy applies to all directors, employees and other stakeholders such as borrowers, Key Partners, Direct Selling Agents, Vendors etc. working for the Company and its subsidiaries.

In line with our vision and values, which we cherish in our organization and as a part of good corporate governance, this Policy has been formulated. No adverse personnel action shall be taken or recommended against whistleblowers/ complainants in retaliation to his disclosure in good faith of any unethical and improper practices or alleged wrongful conduct. This Policy protects such whistleblowers/ complainants from unfair termination and unfair prejudicial employment practices.

However, this Policy does not protect any whistleblowers/ complainants from an adverse action which occurs independent of his disclosure of unethical and improper practice or alleged wrongful conduct, poor job performance, any other disciplinary action, etc. unrelated to a disclosure made pursuant to this Policy. This Policy shall be disclosed by the Company on its website and in the Board’s report.

This Policy is an internal policy on disclosure by whistleblowers/ complainants of any unethical and improper practices or wrongful conduct. Any whistleblowers/ complainants against whom any adverse personnel action has been taken due to his disclosure of information under this Policy may approach the members of the Whistle Blower Committee.

Target Audience

This Policy shall apply to all directors, employees and other stakeholders such as external agencies, suppliers/vendors, consultants, contractual staff, borrowers, etc. of the company.

An employee is every bona-fide employee, i.e. regular employees (probationer, confirmed and serving notice), ex-employees, other forms of employment like trainees, consultants, retainers, etc.

"Whistle blower shall mean director(s)/ employee(s)/ other stakeholder(s) of the Company who discloses in good faith any unethical and improper practices or alleged wrongful conduct.

Purpose of this Policy

i. To encourage the employees/ directors/ other stakeholder to report unethical behaviours, malpractices, wrongful conduct, fraud, violation of the company’s policies & values, violation of law by any employee of SCL without any fear of retaliation. Any employee or party who in good faith reports such behaviours, malpractices will be called as Whistle Blowers.

ii. To build and strengthen a culture of transparency and trust within the organization.

iii. The policy provides an environment that promotes responsibility and protects whistle blowing. It reminds employees/ directors/ other stakeholders about their duty to report any suspected violation of any law that applies to the Group and any suspected violation of the Group Values or the SCL Code of Conduct.

iv. Above all, it is a dynamic source of information about what may be going wrong at various levels within SCL, which will help SCL in realigning various processes and to take corrective actions as part of good governance practice.

"Good Faith": Whistleblowers 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 whistleblowers does not have personal knowledge or a factual basis for the communication or where the whistleblowers knew or reasonably should have known that the communication about the unethical and improper practices or alleged wrongful conduct is malicious, false or frivolous.

"Retaliation / Victimization": Retaliation is any act, direct or indirect, recommended, threatened or taken against a Whistleblower by any person because the Whistleblower has made a disclosure pursuant to the Policy. Retaliation includes overt/covert acts of:

● discrimination

● reprisal

● harassment

● Vengeance

Vigil Mechanism

The employee/ director/ Other Stakeholders may report their concerns directly through email to which is a dedicated email id for whistle blower concerns. The access of this email ID is provided only to the members of Whistle Blower Committee i.e., Head – Fraud Control Unit and Head – Human Resources. As and when concerned person sends a mail regarding any concern/ complaint/ feedback on above mentioned email ID, the same is received simultaneously to the members of the whistle blower committee. Within a reasonable time of receipt of the concern by members of Whistle Blower Committee, an acknowledgement shall be sent to the sender of the concern. The acknowledgement shall confirm receipt of the concern and inform the sender that the concern would be inquired into and appropriately addressed In case the concern does not fall within the ambit of the Whistle Blower Policy, the sender shall be informed that the concern is being forwarded to the appropriate department/ authority for further action, as may be deemed necessary. Members of Committee (“Members”) upon receipt of the concern or complaint shall immediately set in motion appropriate action to inquire into the matter. Members shall report to the subsequent quarterly Audit Committee meeting, details of the concerns received (without editing them).They shall also update the Audit Committee on the status of inquiry and actions. Further action shall be taken by members of Whistle Blower Committee based on the company’s Code of Conduct violation norms or Audit Committee’s directions and guidance, if any. Inquiry into the concerns received under this policy shall normally be completed within 90 days of receipt of the concern by members. Concerns requiring additional time for inquiry shall be intimated to the Audit Committee at the time of reporting the status of inquiry and actions on a quarterly basis. Once the inquiry is completed, members shall communicate the actions to be taken, if any, by respective groups within SCL and track closure of such actions. A concern shall be kept open until such actions are initiated / completed.

The concern shall be deemed as closed upon conclusion of the inquiry and disciplinary action, recovery proceedings, initiation of external legal proceedings, or reporting as required by extant policies, after which the concern shall be reported as closed to subsequent quarterly Audit Committee meeting. The status of all concerns which are open shall be reported to the Audit Committee by members of Whistle Blower Committee on a quarterly basis. Concerns which were closed during the preceding quarter shall also be informed to the Audit Committee along with relevant details.

In case the concern does not fall within the ambit of the Whistle Blower Policy, the sender shall be informed that the concern is being forwarded to the appropriate department / authority for further action, as may be deemed necessary.

Safeguards

Harassment or Victimization - No bonafide Whistle blower shall be harassed or victimized in any way whatsoever.

Confidentiality - The identity of the Whistle blower shall be kept strictly confidential and will be known only to the Competent Authority.

Anonymous Complaints - This policy encourages employees/Directors/other stakeholders to put their names in their complaints and concerns because appropriate follow-up questions and investigation may not be possible unless the source of the information is identified. Concerns expressed anonymously will generally not be entertained. Follow up of anonymous concerns will be governed by:

● The seriousness of the issue raised;

● The credibility of the concern; and

● Availability of specific and verifiable facts in the concern

Bad Faith Allegations - Allegations in bad faith may result in disciplinary action.

Confidentiality and Anonymity

Company/Whistle Blower Committee shall treat all disclosures made under this policy as protected disclosure i.e., kept in a confidential, sensitive and secure manner. Identity of the complainant(s) shall be treated as confidential and shall not be disclosed. In case Complainant/company/ Whistle Blower Committee wants to disclose his /her identity, written consent from him/ her shall be obtained for the same.

Record Keeping

Records pertaining to the complaint shall be maintained by the Secretarial Department. The Head of Secretarial Department shall be responsible for retaining the copies of all protected disclosure and investigation thereto for a minimum period of 10 years.