Whistle Blower Policy

Table of Contents

PURPOSE 

SCOPE 

DEFINITIONS 

COVERAGE UNDER POLICY 

PROCEDURE FOR RAISING A CONCERN  

EVIDENCE COLLECTION FOR FILING A COMPLAINT 

REPORTING IN GOOD FAITH  

PROTECTION TO WHISTLE BLOWERS 

ENQUIRY PROCEEDINGS 

COMPLAINT AGAINST A COMMITTEE MEMBER 

CLOSURE OF COMPLAINTS 

WHISTLE ENQUIRY COUNCIL 

INDEPENDENT ETHICS ADVISOR 

POLICY CIRCULATION AND ACCESSIBILITY  

CHANGE, REVIEW AND UPDATE 

RELATED DOCUMENT 

ANNEXURE 

 

PURPOSE

At Amagi, we are committed to upholding the highest standards of ethics and integrity. Our Values, Code of Conduct and policies shape how we conduct business daily. Speaking up about unethical behaviour is a responsibility we all share. Amagi’s Whistleblower Policy plays a key role in identifying and addressing misconduct. If you witness or suspect any wrongdoing, we encourage you to report it. We take all concerns seriously and this policy ensures protection for whistleblowers, outlining what can be reported, how to do so safely, and the support you’ll receive.

 

SCOPE

• This policy is applicable to all full-time employees as well as contractors, including permanent employees, direct contract employees, EOR contract employees and consultants. Vendors, external consultants and Directors will also fall under the purview of this policy.
• This policy is equally applicable to Third parties to report a concern related to a potential violation of the Company Code of Conduct.

DEFINITIONS

1. Code – Code of business conduct and ethics adopted by Amagi.
2. Employee – Any employee of Amagi whether working full-time or on a contractual basis.
3. Protected Disclosure – A concern raised online or offline in good faith that discloses or demonstrates information that may have evidence of unethical conduct or improper activity. Such information should be factual and not speculative in nature.
4. Subject – A person or group of persons against or in relation to whom a Protected Disclosure is made or evidence gathered during the course of an investigation under this Policy.
5. Whistleblower – Someone who makes a Protected Disclosure under this Policy. This also includes individual who are outside the traditional employer-employee relationship such as contractors, consultant, trainees/interns, volunteers, student workers, temporary workers, former employees, outsourced employees, vendors, shareholders etc.
6. Whistle Enquiry Council – An officer or Committee of persons who is/are nominated/ appointed to conduct detailed investigation of the disclosure received from the whistleblower and recommend disciplinary action. The Council will also have an external member (Independent Ethics Advisor).
7. Independent Ethics Advisor – An individual with no direct affiliation with Amagi and is experienced in handling ethical and compliance matters. The role of the Independent Ethics Advisor is to provide guidance, oversight, and an unbiased perspective on whistleblower investigations, helping to maintain Amagi’s commitment to integrity and ethical conduct.

 

COVERAGE UNDER POLICY

The following malpractices will be covered under the policy:

• Abuse of authority
• Breach of contract
• Negligence causing substantial and specific danger to public health and safety
• Manipulation of company data/records
• Financial irregularities, including fraud or suspected fraud or Deficiencies in Internal Control and check or deliberate error in preparations of Financial Statements or Misrepresentation of financial reports
• Instances of bribery and corruption
• Any unlawful act whether Criminal/ Civil
• Breach of IT security and data policy
• Pilfering of confidential/propriety information
• Deliberate violation of law/regulation
• Wastage/misappropriation of company funds/assets
• Breach of Amagi Code of Conduct
• Instances of leakage of unpublished price sensitive information
• Any activity which the Committee may deem fit

List of exclusions

 

The following types of complaints will ordinarily not be considered and taken up:

• Complaints that are trivial or frivolous in nature
• Complaints that are illegible, if handwritten
• Complaints that are vague, with pseudonyms
• Matters which are pending before a court of Law, State, National Human Rights Commission, Tribunal or any other judiciary or sub judiciary body
• Any matter that is very old from the date on which the act constituting violation, is alleged to have been committed
• Issue raised, relates to service matters or personal grievance (such as increment, promotion, appraisal etc) also any customer/product related grievance.

 

PROCEDURE FOR RAISING A CONCERN

A whistleblower can make a complaint in multiple ways:

 

Complaints through Email

• Applications received electronically shall be acceptable as per Evidence Act, 1872
• The whistle blower has to send an email to the Whistle Enquiry Council (whistle.enquiry@amagi.com) with the Subject line “Disclosure under Whistle Blower Policy”

 

Complaints in Offline Mode

• The complaint should be necessarily in a closed /sealed envelope and addressed to the Whistle Enquiry Council.
• The envelope should be superscribed as “Disclosure under Whistle Blower Policy”. The complaint is not treated as a Protected Disclosure if the envelope is not super scribed and not closed.
• In case the whistle blower is not physically in Bangalore Office, he/she can send a letter to Amagi Media Labs Pvt Ltd, 4th Floor, Raj Alkaa Park, Kalena Agrahara, Bannerghatta Road, Bangalore – 560 076
• Action as appropriated and merited will be taken on anonymous / pseudonymous complaints.

EVIDENCE COLLECTION FOR FILING A COMPLAINT

To ensure that complaints are thoroughly investigated and supported by relevant information, whistleblowers are encouraged to gather any available evidence before filing a complaint under the Whistleblower Policy. While whistleblowers are not required to conduct their own investigation, providing specific details and documentation can assist in the investigation process and lead to more accurate outcomes.

 

Types of evidence and documentation:

1. Written records
   • Emails, text messages, memos, or other written communications related to the incident.
   • Meeting notes or minutes, especially if they detail the unethical behavior or decisions in question.
2. Witness collection
   • Names and contact details of any individuals who may have observed or are aware of the incident.
   • Statements or verbal accounts from other employees or stakeholders who can corroborate the claim.
3. Physical evidence
   • Any documents, files, invoices, or contracts that illustrate the suspected misconduct.
   • Photographic or video evidence, if available, showing instances or patterns of unethical behavior.
4. Financial records
   • Receipts, expense reports, transaction logs, or any financial records that indicate fraudulent activity or conflicts of interest.
   • Any records showing unusual or unauthorized financial transactions.
5. Details of the incident
   • Clear descriptions of when and where the incident occurred, including dates, times, and locations.
   • Any information on past occurrences or similar behavior that could support the context of the complaint.

 

Guidelines for Evidence Collection:

• Confidentiality: Whistleblowers should handle evidence discreetly to maintain confidentiality and avoid alerting the individuals involved.
• Avoid Unlawful Collection: Whistleblowers should gather evidence only through lawful and ethical means. Unauthorized access to restricted areas or confidential files outside one’s role is discouraged and may constitute a policy violation.
• Relevance: Provide only information that directly pertains to the complaint. Including irrelevant details may complicate the investigation.

Whistleblowers are encouraged to include as much relevant information as possible. However, Amagi will investigate all complaints based on the information provided, even if limited evidence is available. Whistleblowers are assured protection under the policy and should feel safe in reporting any genuine concerns.

 

REPORTING IN GOOD FAITH

Every employee is expected to read and understand this policy and abide by it. It is recommended that any individual who wishes to report, do so after gathering adequate facts/data to substantiate the complaint and not complain merely on hearsay or rumour. This also means that no action should be taken against the whistleblower, if the complaint was made in good faith, but no misconduct was confirmed on the subsequent investigation. However, if a complaint, after an investigation proves to be frivolous, malicious or made with ulterior intent/motive, the Whistle Enquiry Council should take appropriate disciplinary or legal action against the concerned whistleblower.

 

PROTECTION TO WHISTLE BLOWERS

Amagi is fully committed to protecting individuals who raise concerns in good faith under the Whistleblower Policy. Whistleblowers are essential to maintaining an ethical and compliant organization. To this end, the following measures are implemented to ensure their safety, confidentiality, and well-being:

 

1. Protection Against Retaliation
   • Non-Retaliation: Any form of retaliation, discrimination, harassment, or adverse action against whistleblowers for raising concerns is strictly prohibited. Retaliation includes, but is not limited to, unfair dismissal, demotion, denial of benefits, threats, unfavorable work assignments, or any form of harassment.
   • Immediate Action: Any evidence of retaliation will result in disciplinary action against the offending party, up to and including termination of employment.

2. Confidentiality
   • Anonymity: Whistleblowers can choose to report concerns anonymously. In such cases, the company will make all reasonable efforts to investigate the complaint without revealing the identity of the whistleblower.
   • Secure Handling of Information: Details of the complaint, including the whistleblower’s identity, will only be shared on a strict need-to-know basis with those directly involved in the investigation or as required by law.
   • External Reporting: If the whistleblower chooses to report directly to the Independent Ethics Advisor, the same level of confidentiality will be maintained.

3. Legal Protections
   • Compliance with Applicable Laws: Amagi adheres to all local and international whistleblower protection laws to safeguard employees. Whistleblowers are encouraged to report misconduct without fear of legal consequences or workplace discrimination.
   • Protection from Legal Action: Employees who report concerns in good faith are shielded from liability or legal repercussions related to their disclosures, even if the investigation does not substantiate their claims.

4. Continuous Monitoring
   • Follow-Up: The People team will actively monitor the whistleblower’s work environment following the filing of a complaint to ensure that no retaliatory actions are taken against them.
   • Feedback Mechanism: Whistleblowers will have an opportunity to provide feedback on the handling of their case and suggest improvements to the whistleblowing process.

5. Handling False Allegations
   • Amagi recognizes the need to prevent abuse of the Whistleblower Policy. While genuine, well-intentioned reports are encouraged, knowingly submitting false allegations will not be tolerated and may result in disciplinary action.
   • This measure ensures that the policy remains a trusted channel for raising legitimate concerns.

 

ENQUIRY PROCEEDINGS

1. On receipt of a Protected Disclosure, the Whistle Enquiry Council shall call for a meeting to evaluate the matter and immediately take it up for a preliminary view. In case additional information is required, the Council can request the same from the Whistle Blower.
2. During the process of investigation, the Subject shall be given a chance of being heard. Subject(s) will be informed of the allegation at the commencement of a formal investigation and will be given opportunities for providing their inputs during the investigation.
3. If the Protected Disclosure is proved correct, necessary Disciplinary Action shall be taken and preventive measures shall also be taken to avoid recurrence of the same.
4. A time frame of maximum 45 days will be permitted to complete the investigation. In case the same cannot be completed within the stipulated period, interim report shall be mandatorily submitted by the Council to the CEO, giving the tentative date of completion.
5. If the Protected Disclosure is not proved, the matter shall be extinguished. An explanation of the same has to be documented.
6. Outcome of the enquiry shall be shared with the CEO of the Company and the Whistle blower.
7. Subject(s) have a right to be informed of the outcome of the investigation.

 

COMPLAINT AGAINST A COMMITTEE MEMBER

If a Protected Disclosure involves a member of the Whistle Enquiry Council, the whistleblower should report it in writing or via email to the Independent Ethics, and in such a case, the implicated member will be replaced in the proceedings.

All other inquiry procedures will follow the same process as disclosures involving regular employees.

 

CLOSURE OF COMPLAINTS

False alarms and complaints which could not be proven will be considered as “Closed” immediately on conclusion of preliminary investigation.

In case of genuine complaints, a case will be considered as “Closed” once following actions, as applicable and appropriate have been taken:

• Action against person/persons against whom charges were proven
• Initiation of recovery of the losses suffered
• Police complaint filed, if required
• Any action, as advised by the committee

 

WHISTLE ENQUIRY COUNCIL

The Whistle Enquiry Council consists of the following members:

• Prasad Menon
• Ajay Sreedhara
• Raghunath Ananthapur

Employees can contact the Whistle Enquiry Council at whistle.enquiry@amagi.com

 

INDEPENDENT ETHICS ADVISOR

Mr. Raghunath Ananthapur will be the the external ethics advisor. He can be reached at raghunath@amagi.com.

 

POLICY CIRCULATION AND ACCESSIBILITY

Amagi is committed to ensuring that the Anti-Bribery, Anti-Corruption, and Anti-Fraud policies are readily available and accessible to all relevant stakeholders, both internal and external.

 

Internal Access:

These policies will be made available to all employees via the employee portal, ensuring that everyone is fully informed of the company’s standards and expectations regarding ethical business conduct.

Regular communications and training sessions will be conducted to reinforce awareness and compliance with these policies.

 

External Access:

The policies will also be published on the company’s website, ensuring transparency and accessibility for external stakeholders, including clients, vendors, suppliers, investors, and regulatory bodies.

External stakeholders will be notified of their obligation to comply with these policies when engaging in business dealings with Amagi.

 

CHANGE, REVIEW AND UPDATE

This policy shall be reviewed at least once annually or subject to business changes whichever is earlier. Changes to this policy shall be exclusively performed by the HR team, and approved by the Head of HR. A change log shall be kept current and updated as soon as any change has been made.

RELATED DOCUMENT

• Code of conduct

 

ANNEXURE