A.       PREAMBLE:

This policy is formulated to provide opportunity to employees to access in good faith, to the “Proper Officer” of the Company in case they observe any unethical and improper practice or behavior or alleged wrongful conduct in the Company and to prohibit managerial personnel from taking prejudiced adverse personnel action against such employee.

 B.       APPLICABILITY:

This policy applies to all employees of Powersoft Global Solutions Limited who disclose, in good faith, any alleged wrongful conduct, as defined in this Policy, and, who, as a result of the disclosure, are subject to a prejudiced adverse personnel action.

C.        PURPOSE
               
The company recognizes the value of transparency and accountability in its administration and management practices. Therefore it is the policy of the company to encourage employees to disclose, through proper channel, any unethical and improper practice or behavior or wrongful conduct in the Company, which if proven constitutes a criminal offence or reasonable ground for appropriate disciplinary action.

D.       DEFINITIONS:

1.       Abuse of authority: Any Act, conduct or decision which is outside the scope of the alleged violator's position, scope of duties, or level of authority as authorized by the designee or the inactions which are within the alleged violator's authority if and when the violator's motive or purpose is to harass, intimidate, or treat the employee unreasonably or capriciously under the applicable facts and circumstances.

 2.      Adverse personnel action: Any act, conduct or decision relating to employees or any failure to take appropriate action by a manager, director, department head, or any other employee with authority, to make or materially influence significant personnel decisions, which affects an employee negatively and includes, but is not limited to the following:

• Termination of employment
• Demotion
• Suspension
• Written reprimand
• Retaliatory investigation
• Decision not to promote
• Receipt of an unwarranted performance rating
• Withholding of appropriate salary adjustments
• Imposition of involuntary transfer or reassignment;
• Elimination of the employee's position or  reorganization or a decrease in or lack of sufficient funding, monies, or work load
• Denial of awards, grants, leaves, benefits, or training for which the employee would normally be eligible.
• Other significant change in job responsibilities or working conditions which are inconsistent with the employee's position, salary or grade.

3.       Alleged wrongful conduct: Violation of law, infringement of Company’s code of conduct or ethic policy, mismanagement, misappropriation of monies, gross waste, actual or suspected fraud, substantial and specific danger to public health and safety or abuse of authority.

4.       Alleged wrong doer: The concerned director or employee of the company against whom any disclosure has been received

5.      Appropriate Disciplinary action: Any penal or corrective action, including suspension or termination of employment, taken by the company against the alleged wrong doer in response to the disclosure and investigation, when such an investigation conclusively reveals the contents of the disclosure to be true, just and fair.

6.     Audit Committee: A Committee of Board of Directors comprising of all Non-Executive Directors, constituted in accordance of section 292A of the Companies Act, 1956 read with Clause 49 of the Listing Agreement executed with the Stock Exchange.

 7.    Company: Company means “Powersoft Global Solutions Limited”

 8.    Compliance Officer: Compliance Officer means “Company Secretary and Compliance officer” of the Company

9.     Director: A member of the Board of Directors of the company or any committee thereof.

10.   Disclosure: Written report or complaint, made in good faith by an employee to a proper officer of any unethical and improper practice or behaviour or alleged wrongful conduct or violation of law, including any anonymous or oral report or complaint, in exceptional circumstances.

11.   Disclosure investigation: Review and determination made by the appropriate Company / officer and/or designees of a disclosure.

12.    Employee: All employees of Powersoft Global Solutions Limited.

13.   Good faith: An employee shall be deemed to communicate in a ‘good faith’ if there is a reasonable basis regarding the existence of any unethical & improper practice or any other alleged wrongful conduct.

Good faith shall be deemed lacking when the employees do not have personal knowledge of factual basis for the communication or where the employee knew or reasonably should have known that the communication about the unethical & improper practices or alleged wrongful conduct is malicious, false or frivolous. 

14.  Gross waste or misappropriation of public funds: Any act, conduct or decision which is outside the scope of the alleged violator's spending or budgetary authority, or even when the action or decision is within budgetary authority, the action would be considered by a reasonable person to be grossly excessive, wasteful, or an improper use of public funds.

15.    Knowing retaliation: A prejudiced adverse personnel action taken by a manager, director, department head, or any other employee with authority to make or materially influence significant personnel decisions against an employee because of a prior knowledge of existence of a disclosure made by him.

16.    Managerial Personnel: Managerial Personnel shall include Director and Key Managerial Employees by whatever name called, who have the authority to make or materially influence significant personnel decision.

17.    Mismanagement: Action or decision which exceeds the scope of the alleged violator's responsibilities, or even if the action is within responsibilities, the action would be considered by a reasonable person to be grossly excessive or unfair.

18.    Personnel action: An employment-related action or decision which affects an employee positively or negatively.

19.    Prejudiced adverse personnel action: Any adverse personnel action taken against an employee in retaliation to his disclosure in good faith of any unethical & improper practice or wrongful conduct,

20.    Proper Officer: The respective departmental head or the Company Secretary and Compliance officer of the company and in exceptional circumstances when the whistle blower reasonably believes that these individuals are involved in the intended disclosure, the Chairman of the Audit Committee of the Company.

21.    Policy: Whistle Blower Policy of Powersoft Global Solutions Limited as approved by the Board of Directors of the Company on the 30th day of April, 2008, and any modifications thereof
 
22.    Unethical & Improper Practice or behavior: Unethical & improper practices means:
(i) Any act which does not conform to approved standard of social and professional behavior;
(ii)  Any act which leads to unethical business practices;
(iii) Breach of etiquette or moral offensive behaviour, etc.

 23.    Violation of law: A violation of local, state, or federal law or regulation that is applicable to the Company or its employees.

24.    Whistleblower complainant ("complainant"): A current or former employee who discloses alleged wrongful conduct to the proper officer and who subsequently is subject to an adverse personnel action as a result of making the disclosure.

25.    Whistleblower complaint: A complaint filed by a complainant with a Proper officer alleging that an adverse personnel action was taken in retaliation for a prior disclosure of alleged wrongful conduct to the audit committee.

26.    Whistleblower complaint review: A review by a Proper or designated officer of a whistleblower complaint, resulting in a written decision which the Company officer provides to the complainant.

E.       POLICY:

 No prejudiced adverse personnel action may be taken against an employee in knowing retaliation to his disclosure in good faith of any unethical & improper practice or wrongful conduct, which information the employee in good faith believes, evidences:

• A violation of any law,
• Mismanagement,
• Gross waste or misappropriation of public funds,
• A substantial and specific danger to public health and safety; or
• An abuse of authority, collectively referred to herein as "alleged wrongful conduct”.

No manager, director, department head, or any other employee with authority to make or materially influence significant personnel decisions shall take or recommend any prejudiced adverse personnel action against an employee in retaliation to any disclosure made by him.

F.       INTERPRETATION:

Terms that have been defined in this policy shall have the same meaning assigned to them in the Companies Act, 1956 and/or in any SEBI Regulation (s) as amended from time to time. Also, words importing masculine shall include feminine and words importing singular shall include the plural and vice versa.

G.       REPORTING AND INVESTIGATION:

Any employee who observes any unethical & improper practice or alleged wrongful conduct shall make a disclosure to the Proper Officer as soon as possible but not later than 30 consecutive calendar days after becoming aware of the same.

In exceptional circumstances, if the employee is unwilling or unable to put a disclosure in writing, he may approach the proper officer directly or through his superior or any other employee. The Proper Officer shall prepare a written summary of the employee’s disclosure and provide a copy to the employee and the compliance officer of the company, as the case may be.

Any summary or written disclosure received under this policy shall be appropriately and expeditiously investigated either by the Board of Directors / Audit Committee or any designated officer as the case may be and all information disclosed during the course of the investigation will remain confidential, except as necessary to conduct investigation and take appropriate disciplinary action, in accordance with applicable laws.

The Board of Directors / Audit Committee shall have right to outline detailed procedure for an investigation including designating any officer of the company to carry out investigations on their behalf.

The Board of Directors / Audit Committee or the designated officer, 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 the they may deem appropriate for the purpose of conducting investigation under this policy.

A report shall be prepared after completion of investigation and the Board of Directors / Audit Committee shall consider the same.

After considering the report, the Board of Directors / Audit Committee shall determine the cause of action and may order for remedies which may inter-alia include:

       False Allegations:

An employee who knowingly makes false allegations of unethical & improper practices or alleged wrongful conduct with mala fide intentions shall be subject to disciplinary action, up to and including termination of employment, in accordance with Company rules, policies and procedure. 

      Legitimate Employment Action

 This policy may not be used as a defense by an employee against whom an adverse personnel action has been taken for legitimate reasons or cause under Company rules and policies. It shall not be a violation of this policy to take adverse personnel action against an employee whose conduct or performance warrants that action separate and apart from that employee making a disclosure.

H.         ANNUAL AFFIRMATION:

The Chief Executive officer / The Managing Director shall annually affirm that it has not denied any personnel from accessing the proper channel of communication and that it has provided protection to whistle blower from adverse personnel action.

The affirmation shall form the part of Corporate Governance Report as attached to the Annual Report of the Company.