Doc No. SGHRM/POL/011 Effective Date 22.06.

2023
Doc Name Whistle Blower Policy Rev. No. 0
Department Shyam Group HR Section

1.0 -PURPOSE:
1.0.1 -To believe that the activities of the Company and its employees should be
conducted in a fair and transparent manner by adopting the highest standards of
professionalism, honesty, integrity and ethical behavior. In furtherance of this
objective, SMEL has adopted the SMEL Code of Conduct for Directors and Senior
Management Executives (“Code”) which lays down the principles and standards
which would govern the actions of SMEL, its directors and senior management
executives. Paragraph 12 of the Code provides for the Company to have a whistle
blower policy (“Policy” or “Whistle Blower Policy”) so that employees can report to
the management, their concerns about unethical behaviors, actual or suspected
fraud or violation of the Code.

1.0.2 -[Section 177 (9) of the Companies Act, 2013 (“CA 2013”) read with Rule 7 of the
Companies (Meetings of Board and its Powers) Rules, 2014 mandates every listed
company to establish a vigil mechanism / whistle blower policy. Further,
Regulations 4(2) (d) (iv) and 22 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing
Regulations”) also require every listed entity to formulate such a policy.
Additionally, Regulation 9A(6) of the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015 (“SEBI PIT Regulations”) requires
every listed company to have a whistle blower policy and make the employees
aware of such policy to enable them to report instances of leak of unpublished
price sensitive information. Accordingly, SMEL has formulated this Policy in
compliance of the applicable provisions and published the same on its website.]

1.0.3 -Under this Policy, stakeholders including employees and directors of the
Company shall be eligible to report to the management, instances of Unethical or
Improper Activities (as defined under Paragraph 2 below). The vigil mechanism
shall provide adequate safeguards against victimization of persons who avail the
mechanism and also provide for direct access to the chairperson of the Audit
Committee of the Company in the appropriate or exceptional cases.

1.0.4 -This Policy does not release directors and / or employees of the Company
from their obligation to maintain confidentiality in their ordinary course of
employment and as may be required under their respective employment
agreements. This Policy should not be misused for any personal grievance unless
it relates to an Unethical or Improper Activity.
1.0.5 - This Policy supersedes the earlier Whistle Blower Policy dated 15 May 2018,
approved by the Board of Directors vide resolution dated [] and shall be effective
from [].

2.0 -DEFINITIONS:
Unless defined elsewhere in this Policy, capitalized terms used in this Policy shall
have the meaning ascribed to such term as stated herein below:
2.0.1 -“Audit Committee” means the Audit Committee constituted by the Board of
Directors of the Company under Section 177 of the Companies Act, 2013 and
Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

2.0.2 -“Director(s)” means a director appointed on the board of directors of SMEL.

2.0.3 -“Employees” means every employee of SMEL including the Directors of
SMEL.

2.0.4 -“Investigators” means those persons authorized, appointed, consulted or

approached by the Internal Auditor/ Chairman of the Audit Committee. It is
clarified that Investigators may include the auditors of SMEL and the police,
to investigate the Protected Disclosures.

2.0.5 -“Internal Auditor” shall mean the internal auditor of the Company appointed
under section 138 of the CA 2013, who will have the primary authority and
responsibility for enforcement and implementation of this Policy as per the
directions of the Audit Committee, and more specifically named under
Paragraph 6(d)(2) hereunder. The Internal Auditor shall report directly to
the Audit Committee.

2.0.6 -“Protected Disclosure” means any written communication made in good

faith that discloses or demonstrates information which may evidence
Unethical or Improper Activity.

2.0.7 -“Subject” means a person against or in relation to whom a Protected

Disclosure has been made or evidence has been gathered during the
course of an investigation.
 2.0.8 -“Whistle Blower” means an Employee, 1 [Director, customer, vendor,
contractor or any other stakeholder] making a Protected Disclosure under
this Policy.

2.0.9 -“UPSI” means unpublished price sensitive information and shall have the
same meaning as assigned to it under Regulation 2(1)(n) of the SEBI PIT
Regulations.

2.0.10 -“Unethical or Improper Activity(ies)” means malpractices and events which

have taken place / are suspected to take place including but not limited to
the following:

i. Abuse of authority;
ii. Breach of contract;
iii. Negligence or omission causing monetary / non-monetary loss or danger to
public health and safety;
iv. Manipulation of company data/records;
v. Financial irregularities, including fraud or suspected fraud or deliberate error
in preparations of financial statements or misrepresentation of financial
reports;
vi. Any unethical behaviour, conflict of interest, actual or suspected fraud, unlawful
act whether criminal or civil;
vii. Pilferage of confidential/propriety information;
viii. Deliberate violation of law/regulation;
ix. Wastage/misappropriation of company funds/assets;
x. Indulging in sexual harassment2;
xi. Breach of any policy of the Company or failure to implement or comply with any
policies of the Company; and
xii. Instances of leakage/ suspected leakage of UPSI;

But excludes any private acts of the concerned person not connected with the
business of the Company.

3.0 - ROLE AND SCOPE OF WHISTLE BLOWER:

3.0.1 -The Whistle Blower’s role is that of a reporting party with reliable
information. They are not required or expected to act as investigators or finders of
facts, nor would they determine the appropriate corrective or remedial action that
may be warranted in a given case.

1 Inserted by Amendment dated [] April 2023 to the Whistle Blower Policy.
2 Please refer to Paragraph 6 (i) of the Policy for procedure to report acts of sexual harassment.
3.0.2 -Whistle Blowers do not have a right to participate in any investigative
activities other than as requested by the Internal Auditor or the Chairman of the
Audit Committee or the Investigators, as the case may be.

3.0.3 -Protected Disclosure will be appropriately dealt with by the Internal Auditor
or the Chairman of the Audit Committee, as the case may be.

4.0 -ELIGIBILITY
All stakeholders, including Employees and Directors of the Company are eligible
to make Protected Disclosures under the Policy. The Protected Disclosure may be
in relation to any Unethical or Improper Activity concerning the Company,
including any such activities that have taken place at its head office, units, depots
and all other places of business.
5.0 -DISQUALIFICATION
5.0.1 -While it shall 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 shall warrant disciplinary action.
5.0.2 -Protection under this Policy would exclude 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.
5.0.3 -Whistle Blowers, who make any Protected Disclosures, which have been
subsequently found to be made with mala fide intention or Whistle Blowers who
make 3 or more Protected Disclosures, which, on investigations, have been
subsequently found to be untrue, frivolous, baseless or reported otherwise than in
good faith, will be disqualified from reporting further Protected Disclosures under
this Policy. 3[In respect of such Whistle Blowers, the Company / Audit Committee
would reserve its right to take / recommend appropriate disciplinary action.]

3 Inserted by Amendment dated [] April 2023 to Whistle Blower Policy.

6.0 – PROCEDURE
6.0.1 -Employees are required to make Protected Disclosures in writing in
accordance with this Paragraph 6 and addressed to the Internal Auditor or the
Chairman of the Audit Committee, as the case may be, as soon as possible but not
later than 30 calendar days after becoming aware of the same.
6.0.2 –All Protected Disclosures concerning (i) financial / accounting matters; (ii)
the Internal Auditor and (iii) employees at the levels of Vice Presidents and above,
should be addressed directly to the Chairman of the Audit Committee of the
Company for investigation.
6.0.3 –All Protected Disclosures, other than those referred to in Paragraph 6(b)
above, should be addressed to the Internal Auditor of the Company.
6.0.4 –If a Protected Disclosure is received by any executive or director of the
Company other than the Internal Auditor or the Chairman of the Audit Committee,
the same should be forwarded to the Company’s Internal Auditor or the Chairman
of the Audit Committee (as may be applicable) for further appropriate action in
accordance with this Policy. Appropriate care must be taken to keep the identity of
the Whistle Blower confidential. The contact details of the Chairman of the Audit
Committee and of the Internal Auditor are as under:
1. Chairman of the Audit Committee:
To Be notified
Email address: whistleblower.shyamgroup@shyammetalics.com

2. Internal Auditor:
KPMG
Email address: To Be notified
Contact number: <XXXX>

6.0.5 –Protected Disclosures should be reported in writing and should either be

typed or written in a legible manner in English, Hindi or in the regional language of
the place of employment of the Whistle Blower.
6.0.6 –The Protected Disclosure should be accompanied by a covering letter which
shall bear the identity of the Whistle Blower. The Chairman of the Audit Committee
/ Internal Auditor, as the case may be, shall detach the covering letter and
forward only the Protected Disclosure to the Investigators for investigation.

6.0.7 –Protected Disclosures should be factual, non-conclusive and should be as

specific as possible to facilitate proper assessment of the nature and extent of the
concerns.

6.0.8 –Protected Disclosures with respect to leakage of UPSI should be reported

and investigated in accordance with the procedure set out in the Code of Conduct
for Regulating, Monitoring and Reporting of Trading by Insiders of the Company
(https://www.shyammetalics.com/wp-content/uploads/2021/08/SMEL_Policy-
Doc_PIT.pdf) and the SEBI PIT Regulations.

6.0.9 –Protected Disclosures with respect to acts of sexual harassment should be

reported and investigated in accordance with the procedure set out in the Anti-
Sexual Harassment Policy of the Company (https://www.shyammetalics.com/wp-
content/uploads/2022/08/Anti-Sexual-Harassment-Policy.pdf) and the Sexual
Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act,
2013.

7.0 – INVESTIGATIONS

7.0.1 –All protected Disclosures reported under this Policy will be thoroughly
investigated by the Internal Auditor / Chairman of the Audit Committee of the
Company under the authorization and supervision of the Audit Committee.

7.0.2 –The Internal Auditor/Chairman of the Audit Committee may at his / her
discretion, consider involving any Investigator(s) for the purpose of investigation.

7.0.3 –The decision to conduct an investigation taken by the Auditor/ Chairman of

the Audit Committee is by itself not an accusation and is to be treated as a neutral
fact-finding process. The outcome of the investigation may not support the
allegation of the Whistle Blower that an Improper or Unethical Activity was
committed.

7.0.4 –The identity of a Subject and the Whistle Blower will be kept confidential,
except to the extent required to the disclosed under applicable law.
7.0.5 –Subjects will normally be informed of the allegations at the outset of a
formal investigation and given opportunities for providing their inputs during the
investigation.

7.0.6 –Subjects shall have a duty to co-operate with the Internal Auditor /
Chairman of the Audit Committee or any of the Investigators during investigation
to the extent that such co-operation will not fetter the protections available to
such Subject under applicable laws.

7.0.7 –Subjects have a right to consult person(s) of their choice, other than the
Internal Auditor / Investigators and/or members of the Audit Committee and/or
the Whistle Blower with respect to the Protected Disclosure and the investigation.
Subjects shall be free at any time to engage counsel at their own cost to
represent them in the investigation proceedings.

7.0.8 –Subjects have a duty not to interfere with the investigation. Evidence shall
not be withheld, destroyed or tampered with, and witnesses shall not be
influenced, coached, threatened or intimidated by the Subjects.

7.0.9 –Unless there are compelling reasons not to do so, Subjects will be given the
opportunity to respond to material findings contained in an investigation report. No
allegation against a Subject shall be considered as maintainable unless there is
good evidence in support of the allegation.

7.0.10 –Subjects have a right to be informed of the outcome of the investigation. If

allegations are not sustained, the Subject should be consulted as to whether
public disclosure of the investigation results would be in the best interest of the
Subject and the Company. However, the Company shall have the right to make
public disclosures if such disclosure is mandated under applicable law.

7.0.11 –The investigation shall be completed within 45 business days of the receipt
of the Protected Disclosure unless circumstances prevail which necessitate the
extension of such period. The Chairman of the Audit Committee in consultation
with the Audit Committee may prescribe any extended time period as required.

7.0.12 –Investigators are required to devise and undertake a process towards fact-
finding and analysis. Investigators shall derive their authority and access rights
from the Internal Auditor / Audit Committee when acting within the course and
scope of their investigation.
7.0.13 –Investigators may draw upon technical and other resources as may be
necessary to augment the investigation. All Investigators shall be independent and
unbiased. Investigators shall have a duty of fairness, objectivity, ethical behaviour,
and observance of legal and professional standards.

7.0.14 –Investigations will be launched only after a preliminary review of the

Protected Disclosure(s) by the Chairman of the Audit Committee or the Internal
Auditor, as the case may be, which establishes that:

(i) The alleged act constitutes an Unethical or Improper Activity

(ii) The allegation is supported by information specific enough to be investigated.

Matters which do not meet such criteria may be worthy of management review.
However, such investigation should not be undertaken as an investigation of an
Unethical or Improper Activity or conduct.

8.0 –PROTECTION

8.0.1 –No unfair treatment will be meted out to a Whistle Blower by virtue of
his/her having reported a Protected Disclosure under this Policy. The Company
condemns any kind of discrimination, harassment, victimization or any other unfair
employment practice being adopted against Whistle Blowers. Complete protection
will, therefore, be given to Whistle Blowers against any unfair practice like
retaliation, threat or intimidation of termination/suspension of service, disciplinary
action, transfer, demotion, refusal of promotion, or other similar practices
including any direct or indirect use of authority to obstruct the Whistle Blower
from performing his duties/functions or making further Protected Disclosure(s) if
and when required. If the Whistle Blower is required to give evidence in criminal or
disciplinary proceedings, the Company will appoint suitable internal / external
consultants for the Whistle Blower to receive advice about the procedure and
actions to be taken in this regard.

8.0.2 –A Whistle Blower may report any violation of Paragraph 8(a) above to the
Chairman of the Audit Committee or Internal Auditor, who shall investigate the
same and recommend suitable action(s) to the management.

8.0.3 –The identity of the Whistle Blower shall be kept confidential to the extent
permitted under applicable law. 4 [Whistle Blowers are cautioned that their
identities may become known for reasons beyond the control of the Internal
Auditor or the Chairman of the Audit Committee, for instance, during the course of
investigation conducted by the Investigators.]

4 Inserted by Amendment dated [] April 2023 to Whistle Blower Policy.

8.0.4 –Any other Employee or Director assisting in the said investigation shall also
extended protection to the same extent as that extended to the Whistle Blower in
accordance with this Paragraph 8.

9.0 –DECISION

If an investigation leads the Internal Auditor / Chairman of the Audit Committee to

conclude that an Unethical or Improper Activity has been committed, the Internal
Auditor/ Chairman of the Audit Committee shall recommend to the management of
the Company to take such disciplinary or legal action(s) as the Internal Auditor /
Chairman of the Audit Committee may deem fit.

10.0 –CONFLICT OF INTEREST

10.0.1 - If any member of the Audit Committee has a conflict of interest in relation
to a Protected Disclosure, then he/she shall recuse himself/herself and the other
members of the Audit Committee shall deal with the matter on hand.

10.0.2 –In the event the Chairman of the Audit Committee has a conflict of interest
in relation to a Protected Disclosure received by him / her and has recused
himself / herself accordingly, he / she shall forward such Protected Disclosure to
other members of the Audit Committee. The Audit Committee shall then nominate
another member of the Audit Committee to exercise the role of the Chairman as
set out in this Policy in relation to such Protected Disclosure.

11.0 - REPORTING AND REVIEW

11.0.1 –The Internal Auditor shall submit a report to the Audit Committee [on a
regular basis] about all Protected Disclosures referred to him/her since the last
report together with the results of the corresponding investigations, if any.

11.0.2 –The Audit Committee shall review the functioning of the vigil mechanism
created pursuant to this Policy from time to time.

12.0 -RETENTION OF DOCUMENTS

All Protected Disclosures in writing or documented along with the results of

investigation relating thereto shall be retained by the Company for a minimum
period of eight years.
13.0 –DISSEMINATION

This Policy shall be disclosed on the Company’s website and a web link thereto
shall be provided in the annual report of the Company. The annual report of the
Company shall contain all details of the Policy along with the affirmation that no
personnel has been denied access to the Audit Committee under such Policy. A
copy of this Policy shall be provided to every Director and Employee on
requisition. The Policy will be reviewed on an annual basis or as may be required
in accordance with applicable law.

14.0 –AMENDMENT

The Company reserves its right to amend or modify this Policy in whole or in part,
at any time at its sole discretion. However, no such amendment or modification
shall be binding on the Directors and / or the Employees unless the same is
notified to them in writing and uploaded in the relevant section of the Company’s
website.

The policy is subject to modification, amendment and alterations by the

management at any time without assigning any reasons or without giving any prior
intimation to the employees.

Prepared & Maintained By Reviewed & Validated By Approved By

Group Corporate HR Director HR Management Board

CHRO