ANTI-CORRUPTION

Objective

• All ABCPL Associates, agents, subsidiaries, joint ventures, consortiums, consultants, contractors, which the Company has control, are strictly prohibited from paying a bribe to, or receiving a bribe from, any person of the third party, whether public or private.

Meaning of

• Control: The effective power of the Company to direct, manage, oversee, and/or restrict its relationship with and affairs of another entity.
• Bribe: An offer or promise to give, or the giving of, or authorizing to give, anything of value or any other advantage to improperly influence actions. Bribes can include money, gifts, hospitality, expenses, reciprocal favors, business or employment opportunities, political or charitable contributions, or any other direct or indirect benefit or consideration to improperly influence actions. Improper influence involves the intent to secure a quid pro quo, to buy the misuse of someone’s position.

Compliance:

• Compliance with this policy is mandatory. No employee will suffer adverse consequences for refusing to pay or receive bribes even if this may result in the Company losing business. It is the policy of the Company to comply with all applicable anti-bribery laws The Company is committed to observing the standards of conduct set forth in Anti-Corruption Laws. Compliance with such laws is particularly important since the Company may seek to do business in jurisdictions in which:-
  • Government officials are engaged in commercial and financial activities,
  • Corruption and related problems are common, and
  • Legal standards and enforcement policies are being developed, but are often unclear and inconsistently applied. In such circumstances, special vigilance is important to ensure compliance with the applicable Anti-Corruption Laws.
• It is the personal responsibility of all employees to acquaint themselves with the legal standards and Company policies applicable to their assigned duties, including all applicable Anti-Corruption Laws, and to conduct themselves accordingly in all respects.

Violation

• Violation of this policy may result in disciplinary action up to and including termination. In addition, breaches of any Anti-Corruption Laws may subject an employee to civil and criminal penalties. Employees should be aware of issues related to bribery activities and should contact the Company Secretary with any questions or concerns they may have.

THIRD PARTY

Applicability: The Company may be liable under the terms of Anti-Corruption Laws not only for the actions of its direct employees, but also for the actions of third parties in certain circumstances. The Company can be liable if it knew, or should have known, that its agent, joint venture partner, intermediary, contractor, distributor, supplier or other third party over which the Company has control was going to pay a bribe, or failed to take the appropriate steps to attempt to prevent such payment and thus implicitly authorized the bribe.

Agreements: All employees, agents, representatives, officials, and contractors, over which the Company has control must, as appropriate, acknowledge an understanding of and agree to comply with applicable Anti-Corruption Laws. The Company should retain the right to terminate its relationship if the third party is not fulfilling these requirements. Any violations or any solicitations by a third person that would result in a violation should be reported immediately to the Company Secretary.

Due Diligence and Monitoring: It is the Company’s policy to do appropriate due diligence and monitoring of agents, joint venture partners, contractors and other third parties before and while conducting business with them. The Company Secretary has established due diligence procedures for agents and joint venture partners, and will review all agreements. The Company requires that results of all due diligence reviews be documented and recorded.

Dealing with Public/Government Office: Particular caution with respect to public officials, including employees of Government Agencies and national or state-owned companies needs to be exercised. Anti- Corruption Laws, specifically prohibit bribes to any officer or employee of:

• Any public/government department, agency
• A government-owned or government-controlled company;
• A public international organization
• A political party, or a political candidate Employees should be extremely cautious when dealing with these officials because violations of such Anti-Corruption Laws have serious penalties. Notwithstanding the foregoing, other Anti- Corruption Laws, prohibit bribes among the private sector as well.

Accurate Books and Records

The Company must make and keep books, records and accounts that accurately and fairly reflect its transactions and disposition of assets in sufficient detail to facilitate a full understanding and audit trail. No false or misleading entries should be made in the books and records of the Company for any reason. All contracts and other documents must accurately describe the transactions to which they relate. No payment on behalf of the Company should be approved without adequate supporting documentation or made with the intention or understanding that all or part of any such payment is to be used for any purpose other than that described by the documents supporting the payment.

Limited Exceptions

Political and Charitable Contributions

Contributions to political parties, party officials, candidates, organizations or individuals engaged in politics, or charities or sponsorships, whether direct or indirect, must not be a subterfuge for bribery or contrary to applicable law. Employees should take proper approvals from Board of Directors (through their HOD and CEO) before proceeding to make any political or charitable contributions on behalf of the company. Proper recording and accounting of contributions is essential.

Employee Training

All relevant employees will receive training on these policies and procedures at the time of the issuance of this policy or at the beginning of their employment and from time to time thereafter as appropriate.

Review and Audit

The Company’s audit approach includes consideration and review of Anti-Corruption Laws and issues. The Annual Audit Plans include a risk assessment analysis of elements related to these issues, including, as appropriate, independent surveys.

Communications and Reporting

• Encouraging Open Communication: No policy can anticipate every situation that may arise. Accordingly, this policy is not meant to be all-inclusive, but rather is intended to serve as a source of guiding principles and to encourage communication and dialogue concerning standards of conduct addressed in the policy. Employees are encouraged to reach out to the Chairman only who then will forward to the committee.
• Reporting Obligations: Employees who believe that the Company’s standards articulated in this policy are not being practiced, are required to report the circumstance to the Chairman of the Committee Only.
• No Retaliation: Retaliation for reports of misconduct by others made in good faith is prohibited by law, and the Company will not permit retaliation of any kind against any employee who reports misconduct in good faith.

WHISTLE BLOWER POLICY

Purpose

The purpose of the Whistle blower Policy is to enable an associate who observes an unethical (whether or not a violation of law), actual or suspected fraud or violation of the Company’s policies, to approach a Whistle blower and Anti-corruption Committee without necessarily informing their supervisors, if they choose to do so. It provides a frame work to promote responsible and secure whistle blowing. It protects and keeps secure associates wishing to raise a concern about serious irregularities within the Group.

Definitions

The definitions of certain key terms used in this Policy are given below.

• “Associate” means every employee & director of this Company.
• “Protected Disclosure” means a concern raised by a written communication (including email) made in good faith that discloses or demonstrates information that may evidence unethical or improper activity. A protected disclosure can be an anonymous complaint.
• “Whistle Blower” is someone who makes a Protected Disclosure under this Policy.
• “Whistle Blower Committee” means a Committee of persons who are nominated to conduct detailed investigations.
• “Investigators” means those persons authorized or appointed by the Whistle blower and Anti- corruption Committee in order to investigate into a Protected Disclosure.

Scope

Applicable to All associates working in Companies operating under ABCPL are covered under this policy, unless it is decided to have separate policy for its purpose.

• This policy will be applicable to all associates of ABCPL. The Policy covers malpractices and events which have taken place/suspected to take place involving:
• Abuse of authority
• Breach of contract
• Negligence causing substantial and specific danger to the organisation and its employees
• Manipulation of company data/records
• Financial irregularities, including fraud, or suspected fraud
• Criminal offence
• Disclosure of confidential/propriety information
• Deliberate violation of law/regulation
• Wastage/misappropriation of company funds/assets
• Breach of employee Code of Conduct
• Any other unethical, biased, favoured, imprudent event.

Disqualification

While it will be ensured that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment as herein set out, any abuse of this protection will warrant disciplinary action.

Protection under this Policy would not mean protection from disciplinary action arising out of false or bogus allegations made by a Whistle Blower knowing it to be false or bogus or with a mala fide intention.

Whistle Blowers, who make any Protected Disclosures, which have been subsequently found to be mala fide or malicious or Whistle Blowers who make three or more Protected Disclosures, which have been subsequently found to be frivolous, baseless or reported otherwise than in good faith, will be disqualified from reporting further Protected Disclosures under this Policy. In addition a penalty may be levied by the Whistle Blower and Committee.

Responsibility

• Whistle blowers provide initial information related to a reasonable belief that an unethical activity has occurred. The motivation of a Whistle blower is irrelevant to the consideration of the validity of the allegation.
• Whistle blower (including anonymous Whistle blower) must provide all factual corroborating evidence, as is available/possible, to enable commencement of an investigation. An investigation will not be undertaken without verifiable support. However, Whistle blower shall refrain from obtaining evidence for which they do not have a right of access.
• Whistle blowers have a responsibility to be candid with the Whistle blower and Anti-corruption Committee and Investigation Committee. The person should be prepared to be questioned by the Investigator / Investigation Committee.
• Whistle blowers are not to act on their own in conducting any investigation.

Procedure

A disclosure has to be made to the Chairman of the Whistle blower & Anti-corruption Committee (nominated by the Board of Directors) only and, Disclosures should be made at the earliest but not later than 30 consecutive calendar days after becoming aware of the same.

Committee Members

1. Committee Chaired By - Mr. S. Sambasiva Rao, Non-Executive Director of the Board
2. Mr. Sivananda L - Chief Financial Officer, - Committee Member
3. Ms. Devleena Sanyal Majumder – HR Head - Committee Member
4. Mr. Raktimanu Das - Chief Growth Officer - Committee Member
5. Mr. A Bhaskara Rao - Company Secretary & AGM - Legal - Committee Member

Mode of Protected Disclosure

Written Complaint: In a sealed envelope and addressed to the Chairman of Anti Corruption & Whistle Blower Committee, TV9 – ABCPL, First floor, 8-2-337/G&G1, Road No. 3, Banjara Hills, Hyderabad - 500 034,Telangana, India

E-mail: addressed to the Whistle Blower Committee at whistleblower@tv9.com

Investigation

• Whistle Blower Committee shall appropriately and expeditiously investigate all whistle blower reports received. In this regard, Whistle Blower Committee, if the circumstances so suggest, may appoint a senior executive or a committee of managerial personnel to investigate into the matter.
• Whistle Blower Committee shall have right to outline detailed procedure for an investigation. Where the Whistle Blower Committee has designated a senior executive or a committee of managerial personnel for investigation, they shall mandatorily adhere to scope and procedure outlined by Whistle Blower Committee for investigation.
• Whistle Blower Committee or officer or committee of managerial personnel, as the case may be, shall have right to call for any information/document and examination of any employee of the Company or other person(s), as they may deem appropriate for the purpose of conducting investigation under this policy.

Reports and Retention of Documents

A report shall be prepared after completion of investigation by the Whistle Blower Committee The decision of Whistle Blower Committee shall be final and binding. If and when the Whistle Blower Committee is satisfied that the alleged unethical & improper practice or wrongful conduct existed or is in existence, then the Whistle Blower Committee may –

• Recommend to Senior Management to reprimand, take disciplinary action, impose penalty/punishment order recovery when any alleged unethical & improper practice or wrongful conduct of any employee is proved.
• Recommend termination or suspension of any contract or arrangement or transaction vitiated by such unethical & improper practice or wrongful conduct.
• To suggest any other action as found suitable.

After considering the report, the Whistle Blower Committee shall determine the cause of alleged adverse action and may also order for remedies which may inter-alia include :

• Order for an injunction to restrain continuous violation of this policy;
• Reinstatement of the employee to the same position or to an equivalent position;
• Order for compensation for lost wages, remuneration or any other benefits, etc.

Notification

All Departmental Heads are required to notify & communicate the existence and contents of this policy to the associates of their department. Every Departmental Head shall submit a certificate duly signed by him/her to the Whistle Blower Committee that this policy was notified to each associates of their department. The new associate shall be informed about the policy by the Human Resources Department during induction programme and statement in this regard should be periodically submitted (i.e. annually) to the Whistle Blower Committee.

Annual Affirmation:

The Company shall annually affirm that it has not denied any personnel access to the Whistle blower and Anti-corruption Committee and that it has provided protection to whistle blower from adverse personnel action.