Anti-Bribery and Anti-Corruption Policy

One of the core principles set out in the Akshayam Corporate’s Code of Conduct (COC) states:

‘We are committed to operating our businesses conforming to the highest moral and ethical standards. We do not tolerate bribery or corruption in any form. This commitment underpins everything we do.’

Akshayam Corporates, having adopted the COC, is committed to acting professionally, in a fair manner and with integrity in all its business dealings and relationships wherever it operates, and to implementing and enforcing adequate procedures to counter bribery and corruption. This includes compliance with all laws, domestic and foreign, prohibiting improper payments, gifts or inducements of any kind to or from any person, including private or public officials, clients.

The purpose of this Anti-Bribery and Anti-Corruption Policy (“ABAC Policy”) is to outline guiding principles and adequate procedures to prevent any activity or conduct relating to bribery, facilitation payments, or corruption.

It requires all Akshayam’s Personnel (defined below) to recognize questionable transactions, behavior or conduct, and to take steps to comply, record and follow the procedures set in place to deal with such behavior or conduct.

Applicability

This ABAC Policy is applicable to all individuals working at all levels and grades, including directors, officers, other employees (whether permanent, fixed-term or temporary), consultants, contractors, trainees, interns, seconded staff, casual workers (all of the aforesaid being collectively referred to as “Akshayam’s Personnel”).

Policy Statement

• We do not tolerate bribery or corruption in any form or manner. Our Company is committed to implementing and enforcing adequate procedures to prevent, deter, detect, and counter bribery and corruption in any form or manner.
• As a part of this commitment, offering, promising to offer, or accepting bribes, directly or indirectly, and being involved in corruption is prohibited. This commitment shall reflect in every aspect of our business.
• Our Company is committed to maintaining detailed and accurate books of account of all transactions, which will aid in detection of bribery or corruption.
• Any violation of this ABAC Policy will be regarded as a serious matter and shall result in disciplinary action.
• The guidelines in this ABAC Policy should be read in conjunction with the Code of Conduct Policy.

Definitions:

a) Bribery

Bribery includes the offer, promise, giving, demand or acceptance of an undue advantage as an inducement for an action which is illegal, unethical or a breach of trust. Bribes often involve payments (or promises of payments) but may also include anything of value - providing inappropriate gifts, hospitality and entertainment, inside information, or sexual or other favours; offering employment to a relative; underwriting travel expenses; abuse of function; or other significant favours. Bribery includes advantages provided directly, as well as indirectly through an intermediary. Bribery also includes any attempt to do any of the foregoing.

b) Corruption

Corruption includes wrongdoing on the part of an authority, or those in power, through means that are illegitimate, immoral, or incompatible with ethical standards. It is usually designed to obtain financial benefits or other personal gain. For example, bribes offered or promised in the form of money, a privilege, an object of value, an advantage to exert improper influence on decisions of an individual in his official capacity.

c) Gift, Hospitality and Entertainment

A gift is anything of value and would encompass any gratuitous monetary or non-monetary benefit. It includes tangible items such as cash, precious metals and stones, jewelry, art, and any of their equivalents, and intangible items such as discounts, services, loans, favors, special privileges, advantages, benefits and rights that are not available to the general public.

Hospitality generally includes refreshments, meals, travel and accommodation. Entertainment generally includes vacation, trips, use of recreational facilities, ticket or pass for plays/concerts/sports events. Hospitality and entertainment may also qualify as a gift unless they fall within reasonable bounds of value and occurrence.

d) Public Official / Foreign Public Official

A “Public Official” would include the following:

1. Any person holding a legislative, executive or administrative office of the government, or acting in the official capacity for or on behalf of a legislative, executive, or administrative office of the government, whether appointed or elected, whether permanent or temporary, whether paid or unpaid;
2. Any person in the service or pay of the government or of a corporation established by or under a central, provincial or state statute, or an authority or a body owned or controlled or aided by the government or a government company or is remunerated by the government by fees or commission for the performance of any public duty;
3. Any judge, including any person empowered by law to discharge, whether by himself/herself or as a member of any body of persons, any adjudicatory functions;
4. Any person authorized by a court of justice to perform any duty, in connection with the administration of justice, including a liquidator, receiver or commissioner;
5. Any person who performs a public duty, including for a public agency or public enterprise, or provides a public service, as defined in the domestic law of the country and as applied in the pertinent area of law;
6. Any elected or appointed officers or employees of public international or multilateral organizations, such as the United Nations;
7. Any other person who is considered as public official according to applicable laws and regulations.

e) Third party

The term “third party” includes any individual or organization, who/which comes into contact with the Company or transacts with the Company, and also includes actual and potential clients, vendors, consultants, retainers, agents, advisors, distributors, business associates, partners (including academic institutions), contractors, suppliers or service providers who work for and on behalf of the Company.

General Principles

A. Gifts, Entertainment and Hospitality

Gifts, entertainment, and hospitality may be acceptable if they are reasonable, made in good faith and in compliance with the Company’s policies inclusive of the COC.

Akshayam’s Personnel should not accept or solicit any personal benefit from anyone in the course of the Company’s business or employment in a manner that might compromise or appear to compromise their objective assessment relating to such business or employment.

Akshayam’s Personnel are prohibited from offering gifts or granting favors outside the ordinary course of business to current or prospective clients, their employees or agents or any person (including but not limited to Public Officials) with whom the Company or its business associates have a contractual relationship or intend to negotiate an agreement.

B. Interaction with Clients

Where a Personnel is responsible for relationships with clients, she/he may entertain clients for bona-fide purposes only and in the normal Course of Business.

C. Use of Third Party Agents, Consultants and other Intermediaries

Our Company may be held responsible for bribes paid on its behalf by third parties, with severe and often irreparable consequences, even if our Company did not authorize these payments. Therefore, it is critical that we are careful in the selection of third parties.

All dealings with third parties shall be carried out with the highest standards of integrity and in compliance with all relevant and applicable laws and regulations. All our Personnel must follow our Company’s processes and adhere to the system of internal controls. Third party selection should never be based on receipt or expectation of a gift, hospitality, payment or favor of any kind or manner.

D. Government Interaction

Doing business with the government is highly regulated and typically follows stricter rules than those in the commercial marketplace. If you work with government officials or a government-owned (or partially owned) company, you have a special duty to know and comply with applicable laws and regulations, adhere to the highest standards of integrity and avoid even the appearance of impropriety. Our Company may interact with the government, government officials and government agencies in multiple forms, such as: for seeking statutory or regulatory approvals, as a supplier, as a client, etc.

Our personnel should always be truthful, accurate, co-operative and courteous while representing our Company before any government, government officials and government agencies.

E. Books, Records, and Internal Control Requirements

1. Accurate and complete recordkeeping is essential to the successful operation of our Company, as well as to our ability to meet our legal and regulatory obligations. Each Personnel has a responsibility to be accurate, complete and honest in what they report and record in all internal and external documents of our Company, including but not limited to the accounting records, expense reports, invoices, payroll records, business records, performance evaluations, contracts, etc.
2. Our records management and retention policies ensure to maintain the records required to meet legal, tax and regulatory requirements and securely dispose off records that are no longer needed or are beyond the statutory retention period.

Responsibilities

A. Board of Directors

The Board of Directors of the Company (“Board”) shall have oversight of governance and compliance with this ABAC Policy. Aggravated cases of breach of this ABAC Policy shall be escalated immediately to the Board and it will monitor the effectiveness and review the implementation of this ABAC Policy, considering its suitability, adequacy, and effectiveness.

B. Personnel

Akshayam’s Personnel should familiarize themselves with this ABAC Policy and must ensure that their actions shall not violate the ABAC Policy. Personnel in managerial positions shall ensure that their team members are familiar with this ABAC Policy and other related policies. They shall guide and ensure that the guidelines in this ABAC Policy are upheld and adhered to by their team members and third parties working with them.

It will be the duty of each Personnel to report any non-compliance or any Red Flag indicators (Refer Annexure) noted so that necessary action can be taken by the Company promptly to mitigate the risks and other consequences arising therefrom.

Reporting Of Concerns and Investigations

Every Personnel is encouraged to raise concerns about any bribery issue, any case of corrupt practice, or any breach of this ABAC Policy or applicable ABAC law at the earliest.

If they are unsure whether a particular act constitutes bribery or corruption or if they have any other queries, these should be raised with Senior Managing Partner (SMP) at bhuvana.r@akshayamcorporate.com.

Akshayam’s personnel may also raise concerns or queries through the ‘Raising Concerns’ mechanism under the Code of Conduct (COC) or through the channels referred to in the ‘Whistle-blower Policy’.

No personnel who, in good faith, reports a violation of this ABAC Policy shall suffer any harassment, retaliation, or adverse employment consequences.

For the reported concern(s) of potential or actual violation(s) of this ABAC policy, the Board shall take appropriate steps such as:

Investigation:

• Enquiry or investigation of the reported concern for potential violation of this ABAC Policy shall be conducted by or with oversight of the Board. The objective of such enquiry or investigation is to determine the facts.
• All investigations shall follow principles of natural justice and shall ensure that the relevant Personnel are provided with an opportunity to make their case before the investigation team.
• Experts with the right knowledge and skills may be appointed to investigate the reported concern.
• The investigation process and the report should be kept confidential and shared only with persons who have a "need to know" under applicable law or Company’s standard investigation process.

Corrective Action:

If necessary, corrective actions shall be prescribed or suggested to appropriate managers, officers, and employees for implementation.

Disciplinary Action:

After considering inputs from relevant stakeholders, appropriate disciplinary action will be recommended, including but not limited to suspension and termination of service of the defaulting Personnel. The violation may be notified to relevant authorities if criminal in nature, and Personnel shall cooperate with relevant authorities. The Board may also recommend civil and/or criminal proceedings to enforce remedies available under applicable laws.

Penalties

Any violation of this ABAC Policy by Personnel will be regarded as a serious matter and shall result in disciplinary action, including but not limited to termination of employment, consistent with applicable law and the employee’s terms of employment.

Bribery is a criminal offense. Personnel will be held accountable whether they pay a bribe themselves or authorize, assist, or conspire in contravention to anti-bribery and anti-corruption laws. Punishments for violating the law may include imprisonment, probation, and monetary fines (which will not be paid by the Company).

Annexure: Red Flag Indicators

While an exhaustive list cannot be provided, below are indicative questionable transactions or situations that Akshayam’s Personnel should be cautious about, which, when appearing together or individually, should raise a ‘Red Flag’ to the Board:

• A contract requires the use of a third-party consultant where the third party’s principal or owner is a government official;
• The business lacks qualifications or resources, i.e., the potential business partner does not appear capable of performing the services being offered. Sham service contracts, under which corrupt payments are disguised, are typical modalities for indulging in bribery or corrupt activities;
• A potential third party refuses to accept an ABAC or anti-money laundering clause in the proposed contract;
• Based on pre-acquisition due diligence, it becomes apparent that the potential counterparty has a reputation for offering bribes or violating other laws or indulging in unusually structured transactions;
• A proposed third party resists or fails to provide details of parentage or has undisclosed principals, associates, or subcontractors with whom it splits fees;
• A Public Official suggests, requests, urges, insists, or demands that a particular third party, company, or individual be selected or engaged, particularly if the official has discretionary authority over the business at issue;
• The third party insists on dealing with government officials without the participation of the Company;
• The fee, commission, or volume discount provided to the third party is unusually high compared to the market rate. The third party has a reputation for paying bribes, requiring bribes, or having a "special relationship" with government officials.