1. Preface

1.1. Section 177 of the Companies Act, 2013 requires every listed company to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed. Further, the revised clause 49 of the listing agreement issued on April 17, 2014, and effective from October 01, 2014, also provides that the Company shall establish a vigil mechanism namely "Whistle Blower Policy" for Directors and Employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Company's code or ethics policy.

The purpose of this policy is to provide adequate safeguards against victimization of directors and employees who avail of the vigil mechanism provision. It also ensures direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases, as detailed in the policy document.

2. Policy Objectives

2.1. The Company is committed to adhering to the highest standards of ethical, moral, and legal conduct in its business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment.

A Vigil (Whistle Blower) mechanism provides a channel for employees and Directors to report concerns about unethical behavior, actual or suspected fraud, or violations of the Codes of Conduct or policy to the management. The mechanism ensures adequate safeguards against victimization of employees and Directors who avail themselves of it and provides direct access to the Chairman of the Audit Committee in exceptional cases.

2.2. This mechanism neither releases employees from their duty of confidentiality in the course of their work nor can it be used as a route for raising malicious or unfounded allegations against people in authority and/or colleagues in general.

3. SCOPE OF THE POLICY

3.1. This Policy covers malpractices and events which have taken place / suspected to have taken place, misuse or abuse of authority, fraud or suspected fraud, violation of company rules, manipulations, negligence causing danger to public health and safety, misappropriation of monies, and other matters or activity on account of which the interest of the Company is affected and formally reported by whistle blowers concerning its employees.

4. DEFINITIONS

4.1. "Alleged wrongful conduct" shall mean violation of law, infringement of Company’s rules, misappropriation of monies, actual or suspected fraud, substantial and specific danger to public health and safety, or abuse of authority.

4.2. "Audit Committee" means a Committee constituted by the Board of Directors of the Company in accordance with the guidelines of the Companies Act, 2013.

4.3. "Board" means the Board of Directors of the Company.

4.4. "Company" means Caprolactam Chemicals Limited and all its offices.

4.5. "Code" means the Code of Conduct for Directors and Senior Management Executives adopted by the Company.

4.6. "Employee" means all the present employees and whole-time Directors of the Company (whether working in India or abroad).

4.7. "Protected Disclosure" means a concern raised by an employee or group of employees of the Company, through a written communication and made in good faith, which discloses or demonstrates information about an unethical or improper activity under the title "SCOPE OF THE POLICY" with respect to the Company. It should be factual and not speculative or in the nature of an interpretation/conclusion and should contain as much specific information as possible to allow for proper assessment of the nature and extent of the concern.

4.8. "Subject" means 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.

4.9. "Vigilance and Ethics Officer" means an officer appointed to receive Protected Disclosures from Whistle Blowers, maintaining records thereof, placing the same before the Audit Committee for its disposal, and informing the Whistle Blower of the result thereof.

4.10. "Whistle Blower" is an employee or group of employees who make a Protected Disclosure under this Policy and is also referred to in this policy as the complainant.

5. ELIGIBILITY

All employees of the Company are eligible to make Protected Disclosures under the Policy in relation to matters concerning the Company.

6. RECEIPT AND DISPOSAL OF PROTECTED DISCLOSURES

6.1. All Protected Disclosures should be reported in writing by the complainant as soon as possible after becoming aware of the issue. The disclosure should either be typed or written legibly in English or Hindi.

6.2. The Protected Disclosure should be submitted in a sealed and secured envelope marked as "Protected Disclosure under the Whistle Blower Policy" or sent via email with the same subject. If not properly labeled and sealed, the Audit Committee may not be able to protect the complainant’s identity, and the disclosure may be treated as a normal disclosure. To maintain confidentiality, the Vigilance and Ethics Officer will not issue acknowledgments, and complainants are advised not to mention their name or address on the envelope or engage in further correspondence. If further clarification is required, the officer will contact the complainant.

6.3. Anonymous or pseudonymous disclosures shall not be entertained by the Vigilance and Ethics Officer.

6.4. The Protected Disclosure must be forwarded under a covering letter signed by the complainant. The Vigilance and Ethics Officer, Chairman of the Audit Committee, CEO, or Chairman (as applicable) shall detach the covering letter to ensure the complainant’s identity remains confidential while processing the Protected Disclosure.

6.5. All Protected Disclosures should be addressed to:

Mr. Rajesh P Mange
Independent Director & Chairman of the Audit Committee
Flat No. 8, Plot No. 165, Shaket, Garodia Nagar, Ghatkopar East, Mumbai - 400077
Email: caprolactamcl@gmail.com

6.7. Upon receiving a Protected Disclosure, the Vigilance and Ethics Officer, Chairman, or CEO (as applicable) shall record the details and verify the complainant's identity before proceeding with an initial investigation. The matter will then be referred to the Audit Committee for further investigation and action. The record will include:

• Brief facts of the case
• Any previous reporting of the same disclosure and its outcome
• Actions taken by the Vigilance and Ethics Officer, Chairman, or CEO
• Findings of the Audit Committee
• Recommendations or actions taken by the Audit Committee

6.8. The Audit Committee may request additional details or particulars from the complainant if necessary.

7. INVESTIGATION

7.1. All Protected Disclosures under this policy will be recorded and thoroughly investigated. The Audit Committee may conduct the investigation and may involve other officers or an external agency.

7.2. The decision to conduct an investigation does not imply wrongdoing but is a neutral fact-finding process.

7.3. The subject(s) of the investigation will normally be informed in writing about the allegations at the beginning of the formal investigation and will have an opportunity to provide their input.

7.4. The subject(s) shall cooperate with the Audit Committee or designated officers during the investigation.

7.5. Subject(s) have the right to consult with individuals of their choice, except the Vigilance and Ethics Officer, Investigators, Audit Committee members, or the Whistle Blower.

7.6. The subject(s) must not interfere with the investigation. Evidence should not be destroyed, tampered with, or withheld, and witnesses should not be influenced, threatened, or intimidated.

7.7. Subject(s) will be given the opportunity to respond to the findings in the investigation report unless there are compelling reasons not to do so. Allegations will only be considered valid if supported by substantial evidence.

7.8. Subject(s) have the right to be informed of the outcome of the investigation. If allegations are not sustained, the subject may be consulted regarding public disclosure of the investigation results.

7.9. The investigation shall typically be completed within 90 days of receiving the Protected Disclosure. The Audit Committee may extend the period if necessary.

8. DECISION AND REPORTING

8.1. If an investigation leads the Vigilance and Ethics Officer or Chairman of the Audit Committee to conclude that an improper or unethical act has been committed, they shall recommend disciplinary or corrective action to the Company’s management. Any such action shall comply with applicable personnel conduct and disciplinary procedures.

8.2. The Vigilance and Ethics Officer shall submit regular reports to the Chairman of the Audit Committee regarding all Protected Disclosures received, along with the outcomes of any investigations conducted.

8.3. If the Subject of the disclosure is the Chairman/CEO of the Company, the Chairman of the Audit Committee shall review the disclosure and, if deemed necessary, forward it to other Audit Committee members for investigation.

8.4. If the complainant is not satisfied with the investigation's outcome, they have the right to escalate the matter to the appropriate legal or investigating agency.

8.5. Any complainant who knowingly makes false allegations regarding unethical practices or wrongful conduct shall be subject to disciplinary action as per the Company’s policies.

9. SECRECY / CONFIDENTIALITY

9.1. All individuals involved in the process, including the complainant, Vigilance and Ethics Officer, Audit Committee members, and the Subject, shall:

• Maintain confidentiality of all matters under this Policy.
• Discuss only with persons directly involved in the investigation process.
• Ensure that related documents are securely stored and not left unattended.
• Protect electronic files and emails with passwords.

10. PROTECTION

10.1. No unfair treatment shall be meted out to a Whistle Blower for reporting a Protected Disclosure. The Company condemns any form of retaliation, harassment, discrimination, or victimization against Whistle Blowers. Complete protection shall be provided against adverse actions, including but not limited to termination, suspension, demotion, or denial of promotion.

10.2. Any violation of the above protections can be reported to the Chairman of the Audit Committee, who shall investigate and recommend suitable action.

10.3. The identity of the Whistle Blower shall remain confidential unless disclosure is required by law or the complainant voluntarily reveals their identity. If unauthorized disclosure occurs, the Audit Committee is empowered to take appropriate action against the responsible party.

10.4. Any employee assisting in the investigation shall be given the same protection as the Whistle Blower.

10.5. A complainant must have reasonable belief in the validity of their concerns and act in good faith. Complaints found to be made in bad faith will result in disciplinary action. However, this policy does not protect employees from unrelated adverse actions taken independently of the whistleblowing incident.

11. COMMUNICATION

11.1. For this Whistle Blower Policy to be effective, it must be properly communicated to all employees. It shall be published on the Company’s notice board and website.

12. RETENTION OF DOCUMENTS

12.1. All Protected Disclosures, along with investigation results, shall be retained by the Company for a minimum of seven (7) years or as per applicable legal requirements, whichever is longer.

13. ADMINISTRATION AND REVIEW OF THE POLICY

13.1. The Chief Financial Officer shall be responsible for the administration, interpretation, and review of this policy. Necessary modifications, if required, shall be implemented with the concurrence of the Audit Committee.

14. AMENDMENT

14.1. The Company reserves the right to amend or modify this Policy, in whole or in part, at any time. However, such changes shall only be binding on employees and directors once officially notified in writing.