VIGIL MECHANISM

Vigil Mechanism / Whistle Blower Policy

Preface

Pursuant to provisions of section 177 of the Companies Act, 2013, certain class of companies shall establish a Whistle Blower policy / Vigil Mechanism for the directors and employees to report genuine concerns or grievances about unethical behavior, actual or suspected fraud or violation of the company's Ethics. Such a vigil mechanism shall provide for adequate safeguards against victimization of directors and employees who avail of such mechanism and also make provisions for direct access to the Chairperson of Audit Committee in exceptional cases.

Policy Objectives

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of 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 to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of conduct or legal or regulatory requirements incorrect or misrepresentation of any financial statements and reports, etc.

Scope of the Policy

This Policy intends to cover serious concerns that could have grave impact on the operations and performance of the business of the Company and 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.

The policy neither releases employees from their duty of confidentiality in the course of their work, nor is it a route for taking up a grievance about a personal situation.

Definitions

• "Audit Committee" means the Audit Committee constituted by the Board of Directors of the Company in accordance with Section 292A /Sec 177 of the Companies Act, 1956/ Companies Act 2013.
• "Employee" means every employee of the Company, including the Directors in the employment of the Company.
• "Protected Disclosure" means a concern raised by a written communication made in good faith that discloses or demonstrates information that may evidence unethical or improper activity. Protected Disclosures should be factual and not speculative in nature.
• "Subject" means a person against or in relation to whom a Protected Disclosure has been made or evidence gathered during the course of an investigation.
• "Whistle Blower" means an Employee making a Protected Disclosure under this Policy.
• "Whistle and Ethics Officer" means an officer of the company nominated by Competent Authority to conduct detailed investigation under this policy and to receive protected disclosure from Whistle blowers, maintain record thereof, placing the same before the Audit Committee for its disposal and informing the Whistle blower the results thereof.
• "Company" means Pacific Development Corporation Limited.

Eligibility

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

Receipt and Disposal of Protected Disclosures

• All Protected Disclosures should be reported in writing by the complainant as soon after the Whistle Blower becomes aware of the same so as to ensure a clear understanding of the issues raised and should either be typed or written in a legible handwriting in English.
• The Protected Disclosure should be submitted in a closed and secured envelope and should be super scribed as "Protected disclosure under the Whistle Blower policy".
• The Company shall not entertain anonymous/ pseudonymous disclosures.
• All Protected Disclosures should be addressed to the Whistle and Ethics Officer of the Company or to the Chairman of the Audit Committee in exceptional cases. The contact details of the Whistle Officer are as under:
  Name and Address –

  Mr. Anurag Gautam, Corp. - HR Head

  Pacific Development Corporation Limited

  5th Floor, Pacific Mall, Site-4, Sahibabad Industrial Area,

  Ghaziabad Delhi-NCR-201010

  E-mail : hr@pacificindia.in
• Protected Disclosure against the Whistle Officer should be addressed to the Chairman of the Company and the Protected Disclosure against the Chairman of the Company should be addressed to the Chairman of the Audit Committee.
  Name and Address of Chairman (Audit Committee):

  Mr. Abhishek Bansal

  Whole Time Director

  5th Floor, Pacific Mall, Site-4, Sahibabad Industrial Area,

  Ghaziabad Delhi-NCR-201010

  E-mail : eaabansal@pacificindia.in

Investigation

• All Protected Disclosures reported under this Policy will be thoroughly investigated by the Whistle Officers of the Company who will investigate / oversee the investigations under the authorization of the Audit committee.
• The identity of a Subject will be kept confidential to the extent possible given the legitimate needs of the investigation.
• Subjects will be given reasonable opportunity for hearing their side during the investigation. No allegation of wrong doing against a Subject shall be considered as maintainable unless there is good evidence in support of the allegation.
• Whistle Officer shall normally complete the investigation within 60 days of the receipt of protected disclosure.

Protection

• No unfair treatment will be met out to a Whistle Blower by virtue of his/her having reported a Protected Disclosure under this policy. The company, as a policy, condemns any kind of discrimination, harassment, victimization or any other unfair employment practice being adopted against Whistle Blowers.
• The identity of the Whistle Blower shall be kept confidential to the extent possible and permitted under law.
• Any other Employee assisting in the said investigation shall also be protected to the same extent as the Whistle Blower.

Secrecy / Confidentiality

The complainant, Vigilance and Ethics Officer, Members of Audit Committee, the Subject and everybody involved in the process shall:

• Maintain confidentiality of all matters under this Policy.
• Discuss only to the extent or with those persons as required under this policy.
• Not keep the papers unattended anywhere at any time.
• Keep the electronic mails / files under password and safe custody.

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 period of 7 (seven) years or such other period as specified by any other law in force, whichever is more.

Amendment

The Company reserves its right to amend or modify this Policy in whole or in part, at any time without assigning any reason whatsoever.