Preface:

• Section 177 of the Companies Act, 2013 and Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 requires every listed company/ companies which accept deposits from the public and companies which have borrowed money from banks and public financial institutions in excess of 50 crore rupees to establish a 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 Code of Conduct or Ethics Policy.

SCOPE OF THE POLICY

• In compliance of the above requirements, GEO VPL FINANCE PRIVATE LIMITED, has established a Vigil (Whistle Blower) Mechanism and formulated a policy in order to provide a framework for responsible and secure whistle blowing/ vigil mechanism involving misuse or abuse of authority, breach of company’s code of conduct, breach of terms and conditions of employment and rules thereof, gross or willful negligence causing substantial and specific danger to health, safety and environment, manipulation of company data/ records, intentional financial irregularities, including fraud, or suspected fraud, pilfering of confidential/ propriety information, deliberate violation of law/ regulation, gross wastage/ misappropriation of company funds/ assets, deliberate violation of law/ regulation, wastage/ misappropriation of company funds/ assets, breach of employee code of conduct or rules.

POLICY OBJECTIVES

The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee. This 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 about a personal situation.

• It 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.
• The Company is committed to developing a culture where it is safe for all employees to raise concerns about any poor or unacceptable practice and any event of misconduct.
• 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 policy.
• The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee.
• This 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 about a personal situation.

DEFINITIONS

• “Protected Disclosure” means a written communication of a concern made in good faith, which discloses or demonstrates information that may evidence an unethical or improper activity under the title “SCOPE OF THE POLICY” with respect to the Company. It should be factual and not speculative and should contain as much specific information as possible to allow for proper assessment of the nature and extent of the concern.
• “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.
• “Vigilance Officer” is the Chairman of the Audit Committee nominated/ 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 the result thereof.
• “Whistle Blower” is a Director or an employee who makes a Protected Disclosure under this Policy and also referred in this policy as complainant. Î

ELIGIBILITY

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

PROCEDURE

• All Protected Disclosures should be reported in writing by the complainant as soon as possible, not later than 30 days after the Whistle Blower becomes aware of the same and should either be typed or written in a legible handwriting in English/Vernacular language.
• The Protected Disclosure should be submitted under a covering letter signed by the complainant in a closed and secured envelope and should be superscribed as “Protected Disclosure under the Whistle Blower policy” or sent through email with the subject “Protected Disclosure under the Whistle Blower policy”. If the complaint is not superscribed and closed as mentioned above, the Protected Disclosure will be dealt with as if a normal disclosure. All Protected Disclosures should be addressed to the Chairman of the Audit Committee.
• The contact detail of the Chairman of audit committee is as under:-
  
  Pradeesh Lawrence
  Geo Farm House
  Binny Company Road
  Palluruthy
  Ernakulam - 682006
  Email id: pradeeshlawrence@geovpl.com
  Ph: 0484 4210400
• All Protected Disclosures under this policy will be recorded and thoroughly investigated. The Chairman of the Audit Committee will carry out an investigation either himself or by involving any other officer of the Company/ Committee constituted for the same/ an outside agency.
• The investigation by itself would not tantamount to an accusation and is to be treated as a neutral fact finding process. The investigation shall be completed normally within 90 days of the receipt of the protected disclosure and is extendable if deemed necessary.

DECISION AND REPORTING

• If an investigation leads to a conclusion that an improper or unethical act has been committed, the Chairman of the Audit Committee shall recommend to the Board of Directors of the Company to take such disciplinary or corrective action as it may deem fit.
• Any disciplinary or corrective action initiated against the subject as a result of the findings of an investigation pursuant to this policy shall adhere to the applicable personnel or staff conduct and disciplinary procedures.
• A quarterly report with number of complaints received under the policy and their outcome shall be placed before the Audit Committee and the Board. A complainant who makes false allegations of unethical & improper practices or about alleged wrongful conduct of the subject shall be subject to appropriate disciplinary action in accordance with the rules, procedures and policies of the Company.

CONFIDENTIALITY

• The Complainant, Chairman of the Audit Committee , 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 for completing the process of investigations and keep the papers in safe custody.

PROTECTION

• No unfair treatment will be meted out to a Whistle Blower by virtue of his/ her having reported a Protected Disclosure under this policy. Adequate safeguards against victimisation of complainants shall be provided. The Company will take steps to minimize difficulties, which the Whistle Blower may experience as a result of making the Protected Disclosure. 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.

DISQUALIFICATIONS

• While it will be ensured that genuine Whistle Blowers 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 Whistle Blower knowing it to be false or bogus or with a mala fide intention. Whistle Blowers, who make any Protected Disclosures, which have been subsequently found to be mala fide, frivolous or malicious, shall be liable to be prosecuted.

COMMUNICATION

• Directors and Employees shall be informed of the Policy by publishing it on the website of the Company.

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 5 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 the policy in whole or in part, at any time without assigning any reason whatsoever.

Fair Practice Code- Microfinance

• Fair practices code adopted for Micro Finance division of Geo VPL Finance Private Limited as per CircularNo. DNBS. CC. PD. No. 320/03.10.01/2012-13 dated February 18, 2013 approved by the board of directors of the company in its meeting held on 29.03.2019.
• Geo VPL Finance Private Limited (“Company”) is registered as Non-deposit taking, Non Systemically Important NBFC with RBI and commits itself for implementing and adopting fair practices in all its activities and transactions with the stakeholders. The Company has adopted a code of conduct to promote good and fair practices by setting minimum standards in dealing with the clients and increasing transparency so that the clients have a better understanding of the services provided. The Company commits itself for implementing and adopting these fair practices in all its activities and transactions with its members while functioning as an NBFC.

Methodology of extending Microfinance loans:

• The methodology of loan delivery is initiated by an orientation meeting organized in the villages where women are briefed on the loan disbursements and procedures. Women are then asked to form into groups of five members of their choice. The Company does not influence the selection of group members, the decision regarding the income generation activity and the loan amount they intend to take. After formation of the Group, the concerned Field Executive collects the ID proof and address proof for processing of client details to the Credit Bureau enquiry. After getting the Credit Bureau results, training is conducted on procedures, methodology, calculation of interest rates etc. Once the initial group training is complete and enrolled into a group through a Group Recognition test conducted by the Credit Officer, the groups meet weekly/monthly in their villages at a place and time convenient to them. The members undertake the responsibility of approving, disbursing and repaying the loans.. The field executive of the Company facilitates the loan utilisation, repayments and credit discipline of the groups.

1. General

• a. The FPC will be displayed in vernacular language in all the linked branches/premises where we are operating the micro finance division.
• b. A statement shall be made in vernacular language and be displayed in linked branches/premises and in loan cards articulating our commitment to transparency and fair lending practices.
• c. Field Executive shall be trained to make necessary enquires with regard to existing debts of the borrowers.
• d. Training offered to the borrowers shall be free of cost. Field Executives are trained to offer such training and also make the borrower fully aware of the procedures and systems related to loan /other products.
• e. The effective rate of interest charged and grievance reddressal mechanism will be displayed in all the premises concerned in vernacular language and in the company website.
• f. We declare that we will be accountable for preventing inappropriate staff behavior and timely grievance redressal shall be made in the loan agreement and also in the FPC displayed in its office/linked branch premises.
• g. The KYC guidelines of RBI will be complied with. Due Diligence shall be carried out to ensure the repayment capacity of the borrowers.
• h. Processing and Sanctioning will be done by the Credit Officer as per the proposal from the field executive and disbursement of loans will be made directly from the Account Department, Registered office during normal working hours at a predetermined date. In addition there should be close supervision of the disbursement function.
• i. Adequate steps are taken to ensure that the procedure for application of Loan is not cumbersome and disbursement procedure will be adequately simple and the pre- determined time structure will be adhered to.

2. Disclosures in Loan agreement/ Loan card

The Board approved standard form of loan agreement/ loan card in vernacular language shall be followed.

I. The loan agreement shall disclose the following:

• a. All the terms and conditions of the loan.
• b. The pricing of the loan involves only three components, viz, the interest charge, the processing charge and the insurance premium (which includes the administrative charges in respect thereof)
• c. There will be no penalty charged on delayed payment.
• d. No Security Deposit/ Margin is being collected from the borrower
• e. The borrower cannot be a member of more than one group (SHG/ JLG) and can borrow only from one MFI.
• f. The moratorium between the grant of the loan and the due date of the repayment of the first instalment is as guided by the NBFC-MFIs (Reserve Bank) Directions, 2011. i.e. The moratorium shall not be less than the frequency of repayment.
• g. An assurance that the privacy of borrower data will be respected.

II. The loan card shall reflect the following details as specified in the Non-Banking Financial Company - Micro Finance Institutions (Reserve Bank) Directions, 2011:

• a. The effective rate of interest charged by the Company.
• b. All other terms and conditions attached to the loan.
• c. Information which adequately identifies the borrower.
• d. Acknowledgements by the NBFC for all repayments including instalments received and the final discharge.
• e. The loan card should prominently mention the grievance redressal system setup by the MFI and also the name and contact number of the nodal officer.
• f. Non-credit products issued shall be with full consent of the borrowers and fee structure shall be communicated in the loan card itself.
• g. All entries in the Loan Card should be in the vernacular language.

3. Non- Coercive Methods of Recovery

• a. Recovery shall be made only at a central designated place. Field executive shall be allowed to make recovery at the place of residence or work of the customer only if customer fails to appear at central designated place on two or more successive occasions.
• b. The company has a Board approved policy with respect to Code of Conduct of field executives, their recruitment, training and supervision. The code lays down the minimum qualification required for field executives, necessary training tools for them for dealing with customers.
• c. The Code of Conduct should also incorporate the Guidelines on Fair Practices Code issued for NBFCs vide circular CC No.80 dated September 28, 2006 as amended from time to time.
• d. Training to field executives includes programs to inculcate appropriate behaviour towards customers without adopting any abusive or coercive debt collection/recovery practices.
• e. Compensation policy for the staff is more emphasized on areas of service, borrower satisfaction than mere recovery rates and number of loans mobilized.
• f. Penalties shall be imposed on cases of non-compliance of field executives with the Code of Conduct.
• g. Generally only employees of the company and not an outsourced agent is used for recovery in sensitive areas.

4. Internal control system

• There will be a compliance officer who is assigned responsibility for ensuring compliances to Fair Practices Code. The internal auditors will periodically audit and include compliances as a part of reporting.

5. Avoiding Over-indebtedness

• a. Shall conduct proper due diligence to assess the repayment capacity of client before making a loan.
• b. Shall not give loan to a customer who is a member of more than one SHG/JLG.
• c. Shall not breach the total debt limit for any client, as prescribed by the Reserve Bank of India.
• d. All loans will be approved through a Centralised Loan Approval Process i.e. all applications would be sent to the credit bureau(s) to understand the indebtedness of the client.

6. Grievance Redressal Mechanism

• A separate redressal mechanism has been put in place for the Microfinance Loans granted by the Company. Any complaints from the borrowers on any functionaries or of the decisions of the Company will be heard at higher levels. The complaints can be made to:
  
  
• a) Mr. George Shan,
  General Manager Geo VPL Finance Private Limited
  Opposite St. Sebastian Church,Thoppumpady,
  Cochin-682005
  E-mail Id:gmadmin@geovpl.com
  Mob: +91-8589988502
• b) Micro Finance Division, Registered Office (16/1265,
  Geo VPL Complex, Near St. Sebastian's Church,
  Thoppumpady, Cochin 682005),
  Ph:0484-4210400
• Customers who wish to send in complaints/ feedback to the Head Office can use the following channels:
• Helpline: 0484 4210400
• Email: info@geovpl.com or gmadmin@geovpl.com
• Write to us at the following address: Micro Finance Division, 16/1265, Geo VPL Complex, Near St. Sebastian's Church, Thoppumpady, Cochin 682005.
• The name, address and contact No. of the Officers mentioned above are displayed at all linked branches/premises where microfinance activity of the company operates for information of the Customers.
• If the complaint is not resolved within one month the Customer can approach the General Manager, Reserve Bank of India, Department of Non-Banking Supervision, Bakery Junction, PB No: 6507, Thiruvananthapuram-695003. Tel no: 0471-2338818.
• This fair practices code is to be displayed at all linked branches/premises where microfinance activity of the company operates and will also be available in the company's website.

AMENDMENT

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