I. INTRODUCTION

Progfin Private Limited is a non-deposit taking NBFC providing SME lending in India. The company is a wholly owned subsidiary of Desiderata Impact Ventures Pvt. Ltd. (Progcap). Progfin aims to transform small business’ lending by making it convenient for the last mile retailers (LMRs) to access credit easily. The Company uses technology and analytics tools to underwrite & onboard such MSME LMRs in India and provide them with collateral-free working capital finance for growth. Progfin works across a multitude of industries through its tailored products and solutions.
The Company has adopted the Code of Conduct (“the Code”), which lays down the principles and standards that should govern the actions of the Company and its employees. Any actual or potential violation of the Code, howsoever insignificant or perceived as such, would be a matter of serious concern for the Company. The role of the employees, customers, suppliers and other stakeholders in pointing out such violations of the Code cannot be undermined.
Definitions of some of the key terms used in this mechanism are given below:
(a) Board: Board of Directors of the Company.
(b) Company: Desiderata Impact Ventures Private Limited.
(c) Director: A director appointed to the Board of the Company.
(d) Disciplinary Action: Any measure deemed appropriate considering the seriousness of the offence, including but not limited to a warning, imposition of fine, claw-back or re-vesting of ESOPs, suspension from official duties, or any such measure as may be decided by the Whistle-blower Committee with the approval of the Board.
(e) Employee: A person working in or for the Company, whether permanent or temporary or contracted, traineeship, probationary, apprenticeship, part-time or working as a consultant or on a voluntary basis or engaged through an agent or contractor and would include all genders.
(f) Good Faith: Disclosure of misconduct made by any person covered under this Policy with honest belief or intention and reasonable/verifiable basis without any underlying motive or intention to cause harm.
(g) Investigators: Selected employees or third parties appointed by the Whistle-blower Committee who shall be charged with conducting investigations to ascertain the creditability of such Protected Disclosure
(h) Protected Disclosure: Any disclosure of unethical practices reported in Good Faith under this Policy by a Whistle-blower that is protected from retaliation or any adverse action by the Company.
(i) Subject(s): Person(s) against whom, or in relation to whom a Protected Disclosure is made or evidence gathered during the course of an investigation.
(j) Whistle-blower(s): Employee(s), Director(s) or any other stakeholder of the Company who makes a Protected Disclosure under the Policy in Good faith.
(k) Whistle-blower Committee: The Board has formed the Committee who are authorized to receive Protected Disclosures under this Policy. The Whistle-blower Committee will be specifically authorised by a resolution passed by the Board of the Company and empowered with the powers under this policy and duties.

OBJECTIVE

Whistle Blowing Mechanism is to expose frauds and other wrongdoings was legislated in India by the Indian Companies Act, 2013. Section 177 (Clauses 9 and 10) of the Act states that every listed company (and the classes of companies as prescribed) shall establish a vigil mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the company’s code of conduct or ethics policy.

SCOPE

RBI has issued directions on Managing Risks and Code of Conduct in Outsourcing of Financial Services by NBFCs. The directions are applicable to material outsourcing arrangements which may be entered into by an NBFC with a Service Provider located in India or elsewhere. The Service Provider may either be a member of the group/ conglomerate to which the NBFC belongs or an unrelated party. These directions are concerned with managing risks in outsourcing of financial services and are not applicable to technology-related issues and activities which are not related to financial services, such as usage of courier, catering of staff, housekeeping and janitorial services, security of the premises, movement and archiving of records etc.
(a) This Policy is an extension of the Code of Conduct. The Whistleblower’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.
(b) Whistleblowers should not act on their own in conducting any investigative activities, nor do they have a right to participate in any investigative activities other than as requested by the Whistle blower Committee or the Investigators.
(c) Protected Disclosure will be appropriately dealt with by the Whistle blower Committee, as the case may be

II. Applicability of the Whistle-blower Policy:

Protected Disclosures may be made by :
(a) Employees
(b) Directors
(c) Other stakeholders with whom the Company has financial or commercial dealings;

III. Coverage of the Whistle-blower Policy:

Malpractices or events suspected to have taken place or to have occurred that involves the following are covered by the Policy:
● Acceptance of kickbacks
● Bribery and/or corruption
● Claiming of false reimbursement expenses
● Concurrent employment
● Conflict of interest or related party transactions
● Discrimination, victimization, bullying or harassment of any nature other than Sexual Harassment
● Financial fraud of any nature ● Inaccurate financial reporting
● Inappropriate use of social media
● Misappropriation of assets or resources
● Misrepresentation of financial books or records
● Misuse of authority or justice
● Unauthorized sharing or use of confidential or proprietary information
● Unfair trade practices and/or anti-competitive behavior
● Violation of Company policies or breach of any law or regulation applicable to the Company

IV. Guiding principles of the Whistle-blower Policy :

To ensure effective implementation of the Whistle-blower Policy, the Company shall:
● ensure protection of the Whistle-blower against victimization for the Protected Disclosure made by him/her.
● ensure complete confidentiality of the Whistle-blower identity and information provided by him/her.
● ensure that the Protected Disclosure is acted upon within reasonable timeframes and no evidence is concealed or destroyed.
● ensure that the investigation is conducted honestly, neutrally and in an unbiased manner.
● ensure Whistle-blower shall not get involved in conducting any investigative activities other than as instructed or requested by the Whistle-blower Committee.
● ensure Disciplinary Actions are taken against anyone who conceals or destroys evidence related to Protected Disclosure made under this mechanism.
● shall ensure that people with right skill set and experience are part of the Whistle-blower Committee.
● regularly monitor the reporting mechanism to ensure that it is effective and employees are aware of the Policy. Review the Policy periodically to ensure that it remains up-to-date and effective.
● impart training sessions for all employees to explain the Whistle-blower Policy and how to use it. This could be done through in-person training sessions, webinars, or online training modules
● get acknowledgement as per Annexure C from Employees as part of the onboarding process or as & when the training is imparted.(Need confirmation from HR)
● upload copy of this Policy on the Company’s website for easy access to all the other stakeholders.

V. DISQUALIFICATIONS :

● While it will be ensured that genuine Whistleblowers 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 Whistleblower knowing it to be false or bogus or with a mala fide intention.
● Whistleblowers, who make multiple Protected Disclosures, which have been subsequently found to be mala fide, frivolous, baseless, malicious, or reported otherwise than in good faith, will be disqualified from reporting further Protected Disclosures under this Policy. In respect of such Whistleblowers, the Company/Whistle blower Committee would reserve its right to take/recommend appropriate disciplinary action.

VI. Protection for Whistle-blower :

● A Whistle-blower shall be given the option to keep his/ her identity anonymous while reporting an incident and may choose to remain anonymous during the process as per his/her discretion. If the Whistle-blower’s identity becomes known during the investigation to the investigation team, the Company will ensure that the identity of the Whistle-blower will be kept anonymous and confidential to the extent possible unless required by law or required to be disclosed in the course of legal proceedings.
● Any other Employee, Director or any other person associated with the Company covered under the Policy serving as a witness or assisting in the said investigation would also be protected to the same extent as the Whistle-blower.
● The Whistle-blower Committee would safeguard the Whistle-blower from any adverse action. This includes discrimination, harassment, victimization, retaliation, dismissal, demotion, suspension, or adoption of any unfair employment practices within the Company.
● Protection under this mechanism would not mean protection from Disciplinary Action arising out of false allegations made by a Whistle-blower.
● If a Whistle-blower believes that she or he has been treated adversely because of their use of the Whistle-blower Policy, he/she can approach the Whistle-blower Committee of the Company in confidence.
● 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 will take steps to minimize difficulties which the Whistle-blower may experience as a result of making the Protected Disclosure. Thus, if the Whistle-blower is required to give evidence in criminal or disciplinary proceedings, the Company will arrange for the Whistleblower to receive advice about the procedure, etc.
Further if due diligence seems all right then the selection should be done as follows:
(a) Service Provider’s resources and capabilities, including financial soundness, to perform the outsourcing work within the timelines fixed;
(b) Compatibility of the practices and systems of the Service Provider with the Company’s requirements and objectives;
(c) Market feedback of the prospective Service Provider’s business reputation and track record of their services rendered in the past;
(d) Level of concentration of the outsourced arrangements with a single party.

VII. Reporting Mechanism :

● In the event an Employee, Director or any other person associated with the Company covered under the Policy becomes aware of any issue detailed under Section IV (Coverage of the Whistle blower policy), he/she must make their concerns known through any of the means mentioned in Appendix A of the Policy or may reach out to the members of the Whistle-blower Committee of the Policy.
● Protected Disclosures should preferably be reported in writing so as to ensure a clear understanding of the issues raised and should either be typed or written in a legible handwriting in English, Hindi or in the regional language of the place of employment of the Whistleblower.
● Protected Disclosures should be factual and not speculative or in the nature of a conclusion and should contain as much specific information as possible to allow for proper assessment of the nature and extent of the concern and the urgency of a preliminary investigative procedure.
● The Whistleblower may disclose his/her identity in the covering letter forwarding such Protected Disclosure. Anonymous disclosures will also be entertained. However it may not be possible to interview the Whistleblowers and grant him/her protection under the Policy.
● In case the whistle blower person is not satisfied by the mechanism followed by the Whistle Blower Committee, the same can be escalated to the Board of Directors for appropriate resolution.

VIII. Disqualification of Protected Disclosure :

The Company reserves the right to not investigate under the following conditions, however the committee should report to the Board such cases as follows:

● Concerns involving compensation, performance reviews, or issues other than those listed under Section IV (Coverage of the Whistle-blower Policy).
● Protected Disclosures made anonymously without the required information listed below.
     o Name, designation, and location of the Subject(s)
     o Detailed description of the incident
     o Location and time or duration of the incident
● The concerns pertain to customer complaints, as the Company has established an alternate redressal mechanism for such complaints.

IX. Whistle-blower Committee :

● The Company has established a Whistle-blower Committee for managing the Whistle-blower Policy. The composition of Whistle-blower Committee is described as Appendix -B .
● Whistle-blower Committee would be responsible to act on the Protected Disclosure received from a Whistle-blower in an unbiased manner.
● Whistle-blower Committee is responsible for establishing procedures to ensure the impartiality of all inquiries, confidentiality investigations, and rulings on issues reported.
● Whistle-blower Committee will identify relevant resources who would investigate, based on the nature of the issue reported.
● Whistle-blower Committee shall submit a half yearly or case-by-case report along with the outcome to the Board detailing the number of Protected Disclosures received in accordance with this Policy.
● Whistle-blower Committee would be responsible for recommending Disciplinary Action to the relevant Board/ Committee against the Subject if the investigation proves to be in favor of the allegations raised by the Whistle-blower.

X. Investigation :

● The investigation would be carried out to determine the authenticity of the allegations and for fact- finding process.
● The investigation team should not consist of any member with possible involvement in the said allegation.
● The identity of Subject(s) and Whistle-blower(s) would be kept confidential to facilitate effective conduct of an investigation.
● Subjects are required to cooperate with the Whistle-blower Committee or any Investigators conducting the investigation.
● During the course of the investigation:
     o Whistle-blower Committee will be given authority to take decisions related to the investigation.
     o Any required information related to the scope of the allegation would be made available to the Investigators.
     o The findings of the investigation should be submitted to the Whistle-blower Committee by the Investigator with all the supporting documents.
● After receiving the initial complaint, the Whistle-blower Committee is obligated to investigate the matter and produce a report on its findings within a maximum period of 90 days from the date of receipt of the Protected Disclosure.

XI. Investigators:

● Investigators are required to conduct a process towards fact-finding and analysis. Investigators shall derive their authority and access rights from the Whistle blower Committee when acting within the course and scope of their investigation.
● Technical and other resources may be drawn upon as necessary to augment the investigation. All Investigators shall be independent and unbiased both in fact and as perceived. Investigators have a duty of fairness, objectivity, thoroughness, ethical behavior, and observance of legal and professional standards.
● Investigations will be launched only after a preliminary review which establishes that:
     i. the alleged act constitutes an improper or unethical activity or conduct, and
     ii. either the allegation is supported by information specific enough to be investigated or matters that do not meet this standard may be worthy of management review, but investigation itself should not be undertaken as an investigation of an improper or unethical activity.

Nodal Grievance Redressal Officer

The Company has appointed a suitable nodal grievance redressal officer to deal with fintech/ digital lending related complaints/ issues raised by the borrowers. The name and details of such officer along with the process of grievance redressal is set out on the website of the Company.

XII. Maintaining secrecy and confidentiality:

The Company expects individuals involved in the review or investigation to maintain complete confidentiality. Disciplinary Action may be initiated against anyone found not complying with the below:
● Maintain complete confidentiality and secrecy of the matter.
● The matter should not be discussed in social gatherings or with individuals who are not involved in the review or investigation of the matter.
● The matter should only be discussed only to the extent or with the persons required for the purpose of completing the investigation.
● Ensure confidentiality of documents reviewed during the investigation should be maintained.
● Ensure that secrecy of the Whistle-blower, Subject, Protected Disclosure, investigation team and witnesses assisting in the investigation is maintained.

XIII. Management decision:

● The Board, wherever may require, will take Disciplinary Action against the Subject as per the Company’s disciplinary procedures and can also take legal action, if required. The Subject shall recuse from decisions of the Board/committee if the Subject is part of the Board/committee.
● The decision of relevant Board/committee should be considered as final and no challenge against the decision would be entertained unless additional information becomes available.
● In case of repeated frivolous or false complaints, action may be taken against the Whistle-blower on recommendation of the Whistle-blower Committee.
● It is clarified that any disciplinary or corrective action initiated against the Subject because of the findings of an investigation pursuant to this Policy shall adhere to the applicable personnel or staff conduct and disciplinary procedures.
● If the report of the investigation is not to the satisfaction of the complainant, the complainant has the right to report the event to the appropriate legal or investigating agency. A complainant who makes false allegations of unethical & improper practices or about alleged wrongful conduct of the subject to the Whistle blower Committee shall be subject to appropriate disciplinary action in accordance with the rules, procedures and policies of the Company.

XIV. Right to amendment:

The Company reserves the right to amend or modify the Policy. Any amendment or modification of the Policy would be done by approval of the Board.

XV. Miscellaneous:

● 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 as required under the extent regulations as applicable .
● All Employees are expected to sign the acknowledgment form provided in Appendix-C below.