Policies

....Business Code of Conduct

Our Mission

To be the leading Value-Added Distribution & Services Company in the ever-evolving Information & Communication Technology (ICT) landscape.

Our Values

Success of our employees, customers, & shareholders through freedom of expression, transparency, inclusion & wellness

Guiding philosophies that propel our Mission and support our Values: 
  1. Provide best in-class portfolio of managed businesses in the Information and Communications Technology industry.
  2. Strive to deliver long-term, sustainable, above average returns to our shareholders.
  3. Be an employer of choice, attracting, developing and retaining the best employees.
  4. Be ethical, honest and socially responsible in all of our undertakings.
As an employee of the Company, you should support our Mission by:
  1. Acting with honesty and integrity in all matters relating to the
  2. Being accountable for your actions taken or purported to be taken on the Company’s behalf, including, without limitation, such actions taken while on the Company’s property or while using the Company’s electronic communications systems.
  3. Seeking guidance from your supervisor or the Human Resources Department Head, when you are in doubt about how to proceed on the Company’s

Business Code of Conduct – Summary of Core Principles

Introduction

Inflow Technologies Private Limited and its subsidiaries (hereinafter referred to as, “INFLOW”, “Company”, “we”, “us” and “our”) is committed to maintaining and perpetuating the highest standards of business conduct. These principles flow through all of our dealings including our relationships with our employees, customers, suppliers, shareholders, competitors, and the communities in which we operate.

This Business Code of Conduct (the “Code”) has been developed to help further the Company’s key values and to illustrate our commitment to unquestionable organizational integrity. The Code sets out the values and standards that guide us in the conduct of our business. Although we operate in various geographic areas, our values and the Code have universal applications. This Code applies to every division, location and employee and should be an integral part of our daily actions. The Company will not do business with entities and individuals who explicitly inform their unwillingness to comply with the spirit and letter of the Code as well as all applicable laws and regulations.

The Code of Conduct applies to those representing or acting on behalf of the Company, including all employees, contractors, representatives, and agents of the Company (collectively referred to herein as “employees” or “Agents”)

INFLOW Employees

We will treat each other with respect and fairness at all times. We are dedicated to maintaining uniform equal opportunity employment practices. We will respect each other’s privacy and treat each other with dignity and respect regardless of age, race, color, sex, gender, sexual orientation, religion, genetics, disability, national origin or nationality. We are committed to providing a safe and healthy work environment for all employees.

INFLOW Customers

We are committed to providing high-quality, competitive pricing and honest transactions. All dealings with our customers will be conducted lawfully and ethically.

INFLOW Suppliers

We will deal honestly and fairly with our suppliers. We will source products and services without discrimination, in a manner supportive of mutually beneficial, long-term relationships.

INFLOW Competitors

We will compete aggressively, but fairly, for business and will base our efforts on the qualities of our value proposition.

INFLOW Communities

We are responsible corporate community members. Our policies are designed to comply with all applicable international, national and local laws. We will strive to contribute to our communities through the encouragement of employee involvement and corporate benevolence.

INFLOW Shareholders

We are committed to actions that provide a superior return on investment for our shareholders. We aim to protect and increase the value of their holdings by seeking to optimize the utilization of our assets.

Business Code of Conduct Guidelines

Introduction

This Code guides our decisions and actions. The Code is an articulation of essential values and represents a structure for decision-making. We ultimately rely upon the individual actions of our employees across the region regarding our integrity, reputation and profitability. Every employee is personally responsible for ensuring their own and their colleagues’ compliance with this Code.

The Code must be interpreted and applied within the framework of the laws and traditions of the jurisdictions in which we operate, as well as taking into consideration INFLOW policies and good common sense. We must be conscious of avoiding circumstances and actions that give even the appearance of impropriety or wrongdoing.

The Code and its attendant Policies are updated from time to time. The current versions are those placed on the Company’s Website. Any revisions or updates will be communicated to all employees and posted on the Company website. It is each employee’s responsibility to ensure he or she remains up to date with such changes.

INFLOW will conduct periodic reviews of this Code and the Company’s policies and will ensure that all necessary measures are in place to evaluate awareness, implementation and effective compliance with the Code and its objectives throughout the Company.

Standards of Conduct

Our Work Environment:
Equal Employment Opportunity

INFLOW is an equal opportunity employer and does not discriminate based on race, creed, color, national origin, nationality, sex (including pregnancy), gender, age, marital status, handicap, disability, citizenship status, veteran status, sexual orientation, genetics or religion. We recruit in this regard, not only to comply with laws against discrimination but also because we believe that it is good business practice. This policy applies to all terms and conditions of employment including, but not

limited to, recruitment, employment, work assignments, promotions, compensation, leaves of absence, education/training, discipline and, when necessary, termination. The Company will make reasonable job-related accommodations for any qualified employee with a disability when notified by the employee that he/she needs an accommodation provided the employee presents appropriate documentation substantiating the requested accommodation.

Employee Accountability

Our employees will be held accountable for their actions and are expected to act openly, honestly and with integrity. Employees must comply with the law. Any employee who becomes aware of potential violations of the Code and any Company Policy must immediately alert the Company.

No employee will suffer any retaliation by the Company (directly or indirectly) due to a report made in good faith. Retaliation against any employee who reports a concern is a violation of this Code, and the individual(s) will be subject to discipline. Employees with any concerns should contact the supervisor or the HR Department Head.

Drug and Alcohol Abuse

The Company is committed to providing a drug-free work environment. The possession, distribution or use of any illegal substances on Company premises, parking lots, storage areas or job sites or when performing Company business is strictly prohibited. Similarly, the abuse of alcohol, medications or any other substance that may impair the employee in the workplace or when performing Company business is not in the Company’s best interest and violates this Code. The implementation of this policy is a result of INFLOW’s belief that the impairment of any employee, due to his/her abuse of alcohol, medications or any other impairing substances, is likely to result in the risk of injury to the impaired employee, other employees or to third parties.

Employees who are taking prescription drugs that may impair their ability to work are under a duty to report this to their Human Resources representative who will maintain the confidentiality of the disclosure and handle the information appropriately. Providing this information is necessary to ensure the protection of the employee and for safety purposes in the event, the employee experiences an adverse reaction to the drug while at work, or so the employee is not falsely accused of taking an illegal substance or being improperly impaired while in the workplace. If you require a reasonable accommodation as a result of taking prescription drugs, you should contact your Human Resources representative who will develop an appropriate accommodation, if reasonably available, and handle the information appropriately.

The Company is committed to safeguarding the confidentiality of employee information and respecting employee privacy, especially where matters regarding medical and personal information are involved. As long as maintaining the privacy of such information is needed for legitimate purposes, the Company shall maintain such employee records in confidence. The Company may also release such information when the employee signs a release for the transfer of such information to designated persons or agencies.

Any employee who works while impaired or becomes impaired while at work may be subject to severe disciplinary action including, without limitation, suspension, termination, or any other penalty appropriate under the circumstances. When an employee is involved in the use, possession, transfer, or sale of a substance in violation of criminal laws, the Company may notify appropriate authorities.

Anti-Harassment

It is Company policy that all employees have the right to work in an environment free from all forms of discrimination and conduct that can be considered harassing, coercive or disruptive, including, without limitation, sexual and racial harassment. The Company believes that sexual harassment is a form of misconduct that undermines the integrity of the employment relationship and strictly prohibits it in any form, including unwelcome sexual advances and oral statements or physical conduct of a sexual nature. Similarly, racial harassment, including racially derogatory language or conduct and any other conduct that creates a hostile or offensive workplace is prohibited.

The Company will not tolerate harassment of any nature and will investigate all reported incidents of harassment promptly and confidentially. Persons who are guilty of harassment will be subject to appropriate disciplinary action, up to and including termination.

Maintaining a Safe and Healthy Workplace

INFLOW is committed to ensuring that all Company facilities operate under the core goal of providing its employees a workplace free from recognized safety and health hazards. The health and safety of our employees, customers, vendors and the communities in which we operate is paramount in all we do. The Company is dedicated to source reduction, recycling and other responsible methods of waste management. Employees and local management are responsible for ensuring that the Company complies with all provisions of local health and safety laws.

Environmental Concerns

The Company is committed to reducing waste and minimizing its impact on the environment. We recognize our role as a corporate citizen, and we are committed to working with our employees, suppliers, customers, the public and environmental agencies to conduct our operations in an environmentally sound manner.

Electronic Communications Systems

All employees must use the Company’s electronic communications systems (“ECS”) responsibly. As used herein, ECS includes but is not limited to, the Company’s network (including by remote access), computers, workstations, software, hardware, Internet/Intranet, electronic messaging systems (“e-mail”), instant messaging systems, fax machines, PDA/smartphone devices, voicemail, telephones, pagers, cellular phones and access through the Company network to any public network services (e.g., the Internet, telephony). All information and data created, stored, transmitted, received, or contained on the Company’s ECS is the property of the Company to the extent permitted by applicable laws and regulations. The Company reserves the right to monitor, access, review and disclose all content stored, transmitted, received, or contained on its ECS in accordance with applicable laws and regulations while using appropriate controls to protect an employee’s privacy. This includes monitoring the use of the Internet, e-mail, instant messaging, voicemail, etc. Users should not expect privacy concerning any electronic transmissions using the Company’s ECS. Therefore, users are reminded to use the utmost care and professionalism when using the Company’s ECS. Employees are prohibited from the unauthorized copying or distribution of software using the Company’s ECS without express authorization of the Information Technology Department.

Personal use of the Company’s ECS is permitted so long as it does not interfere with job performance, consume significant resources and time, give rise to more than nominal additional costs, or interfere with the activities of the employee’s job responsibilities and duties.

Privacy and Data Protection

The Company is committed to data privacy and data protection and takes such responsibilities seriously. INFLOW complies with applicable data privacy and data protection laws in the countries in which it operates.

Specific laws applicable in the state, country or countries where personal data is collected or held or otherwise processed, may require additional policies specific to comply with applicable law. . Policies designed to comply with such laws and regulations may impose restrictions on how the Company may process personal data.

Pornography

The possession, distribution or viewing of pornographic materials on Company property or using the Company’s ECS (as defined in Section I.G. above) violates this Code and will be subject to appropriate disciplinary action, up to and including termination.

Some countries have enacted reporting requirements that must be complied with whenever child pornography is found on a company’s network. You must promptly notify the Human Resources Department if you know of the existence of any pornography, especially child pornography on the Company’s ECS or premises so that appropriate action may be taken.

Employment of Government Officials and Employees

Applicants for employment with the Company may from time to time include active or former government employees. No active employee of any government agency shall be retained by the Company to perform legal, consulting or other services related to a matter within the scope of his or her official government duties. Additionally, applicable rules and regulations may prohibit the employment of, or limit the duties assigned to, former government officials or employees. K. Community

It is INFLOW policy to support the organizations and activities of various welfare communities. The Company supports worthwhile civic and charitable causes and encourages its employees to do the same.

Business Interactions

Conflicts of Interest

Employees are expected to devote their best efforts to the interests of the company and the conduct of its affairs. Employees should avoid actions or relationships that might conflict or appear to conflict with their job responsibilities or the interests of the Company. This includes romantic relationships with certain other employees and accepting gifts that violate the Company’s Gifts and Entertainment Policy.

The company recognizes the right of employees to engage in activities outside of their employment here that are private and unrelated to the Company’s business. However, a policy of full disclosure will be followed to assess and prevent potential conflicts of interest from arising, and certain activities are prohibited unless there is prior written approval from a member of the management team.

Dealings with Customers

The Company is committed to meeting customers’ needs and offering quality products and services at competitive terms and prices to its customers. We will sell products and services fairly, honestly and impartially and will not pursue any sale that requires us to act unlawfully or in violation of these standards. All employees should market products and services on their merits, competitive pricing, advantages and superior quality, rather than through the disparagement of competitors, their products and services.

Dealings with Vendors and Suppliers

 It is INFLOW policy to purchase all equipment, supplies and services based on professionalism and reputation. Our suppliers, vendors and subcontractors will be treated with fairness and integrity and without discrimination. We will purchase products and services fairly, honestly and impartially and will not pursue any purchase that requires us to act unlawfully or in violation of these standards. All employees should purchase products and services on their merits, competitive pricing, advantages and superior quality, rather than through the disparagement of competing products and services.

Confidential Information

While employed by the Company you may become aware of or have access to confidential and/or proprietary information related to our business (“Company Confidential Information”). As used herein, Company Confidential Information includes, but is not limited to, Company trade secrets and confidential corporate information including, without limitation, internal telephone lists and directories, passwords, organizational charts, engineering data, financial data, sales figures, proposed new services and products, advertising and marketing programs or promotions, lists of actual or potential customers and suppliers, wage and salary or other personnel information, capital investment programs, projected earnings, changes in management or policies of the Company, test data, suppliers’ pricing, and confidential contractual terms. Employees shall not, at any time, whether during or after employee’s employment by the Company, directly or indirectly, by any means or devices whatsoever, (i) use any Company Confidential Information, or (ii) disclose any Company Confidential Information to or permit the use of any Confidential Information by any person, firm, corporation, or any other entity, in each case, except as required in the course of employee’s employment with the Company and for purposes of the Company’s business.

To protect Company Confidential Information, you must adhere to the following guidelines:

  1. You may use Company Confidential Information only for the benefit of the Company;
  2. You may disclose Company Confidential Information to other employees or other individuals or entities only as necessary to conduct the Company’s business;
  3. You must maintain and dispose of internal records containing Company Confidential Information with due care to ensure that such information is not inadvertently disclosed; and
  4. You must not disclose Company Confidential Information in public places or discussions with family members or friends.

If you are approached by someone outside the Company seeking information about the Company or its business activities, do not answer them unless you are certain that you are authorized to do so. All press inquiries should be referred immediately to one of the Company’s Public Relations professionals. Any request for information from lawyers, investigators, regulators or law enforcement officials should be referred to the Legal Department.

When you joined the Company you may have signed a non-disclosure clause (as part of the appointment letter) that remains in effect. Such agreements will be strictly enforced by the Company.

Consultants and Agents

When it is required that we engage an individual or a firm as an Agent to provide services to the Company, we must avoid any conflict of interest between the Company and the Agent. It is Company policy that Agents of the Company adhere to the standards of conduct applicable to employees under this Code or any applicable laws, rules or regulations. Each employee that engages an Agent must notify the Agent of this Code

Social media

Social media represents a fundamental opportunity for the Company to evolve its means and style of interaction with customers, vendors, business leaders, and the public, as well as expand and deepen such interactions. The Company trusts that all employees will act ethically, responsibly and professionally and exercise good judgment in professional interactions including when communicating on such sites.

The Company acknowledges that employees may participate in social and electronic media across both business and personal activities. Employees must remember that any information placed on these platforms can easily become public and should be treated accordingly. Even if your social media activities take place entirely outside of work, they can influence your ability to conduct your job responsibilities, your colleagues, and the Company’s business.

III. Compliance with Laws

Political Contributions

INFLOW will comply with all country, national, state and local laws regulating its participation in political affairs including contributions to political parties, national political committees, or individual candidates.

You may make a personal political contribution to a candidate or political action committee of a party only with non-reimbursable personal funds. Any involvement in political activities must occur during your personal time and shall not interfere with your work. If you engage in political activities, you must make every effort to ensure that you do not create an impression that you speak or act for the Company.

Export Control

It is our policy to comply fully with applicable export and trade control laws of jurisdictions in India.

Trade restrictions take many forms including, but not limited to, bans on (i) exports to a sanctioned country; (ii) imports from, or dealings in property originating in, a sanctioned country; (iii) travel to or from a sanctioned country; (iv) new investments in a sanctioned country; and (v) financial transactions and dealings involving a sanctioned country or designated individuals or entities. These export control laws restrict sales or transfers of materials, goods, services, technology and technological data to prohibited countries, entities and/or individuals. Generally, the restrictions are intended to protect national security and apply to products or technology that could have significant military uses. These restrictions may also impose licensing requirements for the export of certain products or technology. Export is not just the transfer of a physical commodity – it can include the transfer of restricted information to a national or another country outlined in an email, on a computer or computer media, or during oral discussions either in person or over the telephone or instant messaging. In all dealings related to the Company, be certain you know and comply with the applicable laws, rules and regulations.

Antitrust and Competition Laws

Many countries have enacted “competition” laws (“Competition Laws”). These laws prohibit “restraints of trade” or anti-competitive behavior such as price fixing, restrictive agreements, exclusive or reciprocal dealings, price inducements, boycotts and discriminatory allowances. Their purpose is to ensure that markets for goods and services operate competitively and efficiently so that customers and sellers enjoy the benefit of open competition. The Company must compete aggressively and fairly in the marketplace without violating the Competition Laws.

Penalties for violations of these laws are severe and can include criminal convictions for companies and/or employees. Thus, strict compliance by INFLOW employees with Competition Laws is essential. These laws are very complex.

  1. Some types of conduct are always illegal under the antitrust laws and the competition laws of certain countries. Employees and other representatives of the Company must be alert to avoid even the appearance of such conduct, which includes, by way of example, agreements with competitors to:
  1. fix prices or other economic terms of a transaction;
  2. allocate or divide markets, customers or territories;
  3. agree not to do business with (boycott) customers or suppliers; and
  4. limit production, sales, or research and development.
 
  1. Other activities are not illegal but will be legal in some market situations and illegal in others. Some examples of this type of conduct include, but are not limited to:
  1. “predatory” pricing or pricing below cost;
  2. exclusive dealing without appropriate limitations;
  3. reciprocal purchase agreements that condition purchases on sales to the seller;
  4. “tying” arrangements that condition the sale of one product to the purchase of an additional product or service;
  5. “bundling” or market share discounts in which the final price depends on the customer’s purchase of multiple products or allocating a specified percentage of the customer’s total purchases to the Company’s products;
  6. “price discrimination” or selling to different purchasers at different prices without complying with the specific exceptions permitted under the law; and establishing maximum resale prices or price levels of the Company’s goods or services.

Employees shall not enter into any arrangement or understanding with a competitor that could be construed as allocating customers among competitors; dividing markets, territories, products or services; restricting or allocating exports or imports; or controlling or limiting the production, quality or research related to products or services.  Furthermore, you may not, under any circumstances, discuss or compare with the Company’s competitors information concerning, pricing policy, terms and conditions, costs, profit margins, inventories, marketing plans, bidding strategy or plans, market surveys or studies and any other proprietary or confidential information.  Coordination or discussion of these sensitive areas may be construed as illegal, anti-competitive conduct, even if they are discussed in the context of a trade or industry association meeting.

This Code is not intended as a comprehensive review of the Competition Laws and is not a substitute for expert advice. If any employee has questions concerning a specific situation, he or she must contact the Legal Department before taking any action.

Integrity, Ethics and Anti-Bribery Policy

The Company seeks to avoid even the appearance of impropriety in its dealings. INFLOW is concerned with whether making a payment or payments (while not illegal or unethical alone) could create a conducive atmosphere to questionable practices, and whether any payments might be interpreted as improper if publicly disclosed.

At all times, the Company’s business and other activities must be conducted with integrity and conform to all applicable laws and regulations. Wherever applicable, INFLOW requires its suppliers and customers to conduct business in accordance with the U.S. Foreign Corrupt Policy Act (“FCPA”) and the UK Bribery Act 2010 (“UK Bribery Act”).

INFLOW Business code of conduct prohibits our employees and agents from paying or authorizing payment of any money or other thing of value to any official to influence any act within the official’s capacity or to induce the official to assist in obtaining business for such companies. Such transactions may violate the laws of the country in which the company is conducting business. This code also prohibits the use of third parties, such as consultants or sales agents, from making improper payments to any official.

INFLOW Business Code of Conduct makes no distinction between commercial entities and government officials. All bribes (offered or received), regardless of the value of the bribe or the type of entity the individual is attempting to influence, are violations of the code.

The Company does not permit or authorize facilitation payments under any circumstances, regardless of the legality in the local jurisdiction.

You must not, directly or indirectly, offer, authorize, promise or receive anything of value to/from a commercial or government official or employee that could be construed as an inducement or bribe to promote the Company’s business interests. Under NO circumstances, are payments or gifts to government employees to expedite or facilitate routine government action, such as clerical or ministerial tasks permissible, even if allowed under the law of the country in which the payment would be made. You should consult with the Legal Department if you have any doubt about whether a payment could be considered a facilitation payment.   Moreover, before retaining any agent or consultant to assist in a sale to any entity, and especially, government-owned businesses, you should consult with the Legal Department for guidance. When receiving or providing corporate hospitality Employees must always remain aware that such hospitality could be deemed to be illegal w if it is determined that it would “subvert the duties of good faith or impartiality that the recipient owes his or her employer.”

Gifts, Favors and Entertainment

Business gifts and entertainment are courtesies designed to build understanding and goodwill among people in a business relationship, and in some cultures, they play a very important role. Problems arise when they compromise, or even appear to compromise, the recipient’s ability to make objective and fair business decisions or when they are contrary to applicable laws. Directly or indirectly offering or receiving any gift or entertainment that might be perceived to improperly influence a business interaction violates the Company’s commitment to maintaining objectivity and transparency in its relationships. For this reason, all Company employees are expected to know this policy and to know the equivalent policies of our partners and customers. Any courtesy should always comply with the policies of the recipient’s organization, and those we are doing business with should understand the Company’s policy as well.

Subpoenas and Government Investigations

As a general matter, it is the Company’s policy to cooperate in any government investigations and inquiries. Please refer all subpoenas, informal document requests or other inquiries to the Legal Department.

Information about Our Competitors and Others

Competitive Information

In the highly competitive global marketplace, information about our competitors is a necessary element of business. We will endeavor to obtain such competitive information through legal and ethical means and it will not be accepted or acted upon if it is believed that the information was received unlawfully. In the ordinary course of business, contact with competitors may occur and, when properly controlled, is acceptable to carry out lawful business activities. To avoid any appearance of impropriety, however, you should avoid meeting with a competitor outside of a controlled situation. During meetings when competitors are in attendance, you should adhere to a prescribed meeting agenda.  When chance meetings with competitors occur (e.g., when entering or leaving the office of a customer), limit conversations to the exchange of pleasantries. If a competitor brings up any business topic of a prohibited nature – whether directly or indirectly, oral or in writing – employees should not engage in any dialog. Terminate the conversation immediately and tell the competitor that you cannot, under any circumstances, discuss these matters.

You may not acquire, or seek to acquire by improper means, a competitor’s trade secrets or other proprietary or confidential information. Industrial espionage, trespassing, wiretapping and stealing are illegal. Other improper, although perhaps less obvious, practices include actions such as hiring a competitor’s employee to obtain confidential information. Additionally, the Company cannot hire consultants to obtain information using improper means. Improper solicitation, in any manner, of confidential data from a competitor or competitor’s customer violates Company policy.

Marketing

INFLOW competes based on the merits of our offerings. The Company is committed to advertisements that are fair and accurate and comply with all applicable laws. When comparing our offerings to those of our competitors, we will avoid disparaging a competitor through inaccurate statements. The use of false or misleading statements to sell or market Company products or services is strictly prohibited. Employees must immediately correct any misunderstanding that may exist with a customer or potential customer.

In addition, our corporate identity, established through our logo, our trademarks and our service marks, is a valuable business asset that represents and embodies the Company’s goodwill and reputation. The Company’s rights may be destroyed or otherwise adversely impacted by improper use of our logo, trademarks and service marks. If you have questions about the use of trademarks or service marks, contact the Legal Department.

Acquiring Information about Others

In appropriate circumstances, it is common to acquire information about other companies and current or potential suppliers, vendors, customers or competitors. You must maintain the confidentiality of this information in accordance with applicable INFLOW confidentiality agreements and the guidelines outlined in the INFLOW Information Protection Policy. Moreover, you may not acquire confidential or other proprietary information (including technology) about other companies through improper means, such as deceit, misrepresentation or receipt of information illegally acquired by a third party, or from unauthorized present or former employees.

You shall use sensitive information about other companies only for legitimate business purposes. In addition, you shall make such information available only to Company personnel having a real business need for the information.

You may not offer gifts, gratuities, or any other benefit or favor, to a current or anticipated supplier, vendor, customer or competitor of the Company to facilitate the release or receipt of information from others.

Shareholders, Company Assets and Company Records

Return on Equity and Shareholder Communications

We will act in a manner that recognizes our commitment to uphold our shareholders’ best interests. INFLOW seeks to earn a profit ethically, to make investments in the Company’s future and to strive to provide an appropriate return on our shareholders’ equity.

Moreover, INFLOW will act in accordance with all laws and regulations governing the public disclosure of business information. All public statements, whether oral or written, must be clear, truthful, accurate and without omissions. No one may disclose any Company Confidential Information (defined in Section II.D above) without prior proper authorization.

Protection of Company Assets

Every INFLOW employee is responsible for the proper use, conservation and protection of Company assets, including, without limitation, its property, warehouses and equipment. The management of each INFLOW entity is responsible for establishing and communicating to employees the policies and procedures necessary to meet these responsibilities. In addition to being responsible for the specific Company property entrusted to you, you should also help protect the Company’s property in general by reporting situations or incidents that could lead to the loss, theft or misuse of Company property.

All employees have the responsibility to use and protect these assets in accordance with applicable

INFLOW confidentiality agreements and the guidelines contained in INFLOW policies regarding Information Protection Policy.

Accuracy of Company Records

We require honest and accurate recording and reporting of information in order to make responsible business decisions. This includes such data as quality, safety, personnel records, as well as all financial records. INFLOW business transactions across the region must be properly authorized and must accurately reflect transactions and events, and conform to required accounting principles and all of INFLOW’s Corporate Finance Department Policies and the Matrix of Authorities. All Company records must be true, accurate and complete and must fairly present the nature and purpose of the activity recorded. No false, misleading or inaccurate records or entries shall be made for any reason. Budget proposals and economic evaluations must justly represent all information relevant to the decision being requested or recommended. Secret and unrecorded cash funds or other assets are forbidden under any circumstances. Company books and records must be kept by Generally Accepted Accounting Principles or International Financial Reporting Standards and the established guidelines of the Group Finance Department. The retention or proper disposal of Company records shall be in accordance with all applicable statutory and legal requirements. These retention requirements apply not only to paper and non-electronic records, such as correspondence, memoranda, invoices, orders, contracts, agreements, notes, drafts and other documents (collectively, “Non-Electronic Records”) but to all mechanical, electronic or magnetic records, such as hard disks, optical disks, tapes or other storage media (collectively, “Electronic Records”). Before destroying any Electronic or Non-Electronic Records, consult with your manager.

Any pending, threatened or anticipated litigation, investigation, or audit, or that is placed on “Litigation Hold” by a member of the Legal Department shall not be destroyed for any reason until destruction is expressly authorized by the General Counsel.

Reporting Violations, Disciplinary Actions and Non-retaliation

Reporting

INFLOW employees must strive to comply with this Code and the policies put into practice by the Company. It is each employee’s responsibility to take appropriate and consistent action by informing your supervisor, management, the Legal Department, or the Human Resources Department of any violations or suspected violations of this Code. If you believe your manager or supervisor is the violator or complicit with violations, then you should report directly to the Human Resources or Legal Departments. All concerns or reports regarding potential violations or compliance with the Code and the Company’s Policies will be investigated. Violations include not only noncompliance with applicable laws, regulations and this Code, but also a failure by employees and responsible management to detect, report and/or correct any offense. Employees can make anonymous reports and even if Employees choose to identify themselves, all reports will be treated as strictly confidential, in accordance with applicable law.

Any questions regarding the validity or interpretation of this Code, any local Employee Handbook and the Company Policy Manual should be brought to the attention of the Human Resources or Legal Departments.

Disciplinary Actions

Managers and supervisors must ensure that this Code is enforced through appropriate disciplinary measures. Any employee violating a provision of country, federal, state, local or foreign law, rules and regulations, the Company’s corporate policies or practices or this Code shall be subject to disciplinary action up to and including termination in accordance with the Company’s Corrective Action Policy. The Company may refer for criminal prosecution violations of applicable laws, rules and regulations. The Company may also institute a civil action in response to such violations to, among other things, enforce its legal and equitable rights and to obtain restitution and damages. You are expected to cooperate fully with Company representatives who are conducting an internal investigation, audit, inquiry or other review.

Non-Retaliation

INFLOW policy prohibits any retaliation, direct or indirect, against employees for making reports of a violation of this Code. Retaliation against any employee for reporting an integrity concern is a violation of INFLOW policy, and the individual(s) will be subject to disciplinary action, up to and including termination. If you believe retaliation has occurred, please inform the Legal Department immediately at compliance@inflowtechnologies.com

....Corporate Social Responsibility (CSR) Policy

1. Introduction

Philosophy

At Inflow Technologies Private Limited, we are committed to the Inflow Group’s ‘Good & Green’ vision of creating a more inclusive and greener India. We never lose sight of our responsibility to the environment and society. Our commitments towards Corporate Social Responsibility include but not limited to, promotion of education and healthcare, energy and climate change, and betterment of the society through respect for universal human rights and the environment, acting with integrity and accountability and operating responsibly and sustainably.

1.2.  Compliance

Corporate involvement in CSR activities is not a new concept in India. Industrial majors are engaged in social development activities since long back. However, the Companies Act, 2013 has brought it under the legal purview. It mandates qualifying companies to constitute Corporate Social Responsibility Committee to effectively monitor CSR activities of the Company. Further the Companies (Corporate Social Responsibility Policy) Rules, 2014 (hereinafter referred to as “the CSR Rules”) lay down the framework and modalities for carrying out CSR activities which are specified in Schedule VII of the Act, as amended from time to time.

2. Objective and Scope

Objective

The main objective of the CSR Policy is to lay down guidelines for Inflow Technologies Private Limited (hereinafter referred to as ‘the Company’) to make CSR a key focus area adhering to global interest in environment and society that focuses on making a positive contribution through effective impact and sustainable development programs.

This Policy covers the proposed CSR activities to be undertaken by the Company and ensures that they are in line with Schedule VII of the Act as amended from time to time. It covers the CSR activities that are being carried out in India and includes strategy that defines plans for future CSR activities.

2.2.  Scope & Coverage

The CSR activities of the Company shall include, but not limited to any or all of the sectors/activities as may be prescribed by Schedule VII of the Companies Act, 2013 amended from time to time. Further, the Company will review the same from time to time and make additions/ deletions/ clarifications to the it.

3. Corporate Social Responsibility (CSR) Committee

Constitution

Pursuant to the provisions of Section 135 of the Act, CSR Rules and subject to Articles of Association (AOA) of the Company, the Board of Directors shall constitute/re-constitute a Board Committee as Corporate Social Responsibility (CSR) Committee as may be required from time to time.

3.2.  Functions and Powers of the Committee

To effectively implement the objectives of the Company with respect to CSR, the Committee is vested with the following functions and powers:

  1. Formulate CSR Policy and recommend the same to the Board of Directors of the Company for approval
  2. Recommend CSR activities as stated under Schedule VII of the Act
  3. Approve to undertake CSR activities, if necessary, in collaboration with the company group companies/other Companies/firms/NGOs etc., and to separately report the same in line with the CSR Rules
  4. Recommend the CSR Budget
  5. Spend the allocated CSR amount on the CSR activities once it is approved by the Board of Directors of the Company in accordance with the Act and the CSR Rules
  6. Create transparent monitoring mechanism for implementation of CSR initiatives in India
  7. Submit the Reports to the Board in respect of the CSR activities undertaken by the Company
  8. Monitor CSR Policy from time to time
  9. Monitor activities/charter of Internal Working and Monitoring Group (WG) who are authorized to ensure that the CSR activities of the Company are implemented effectively
  10. Authorize executives of the Company to attend the CSR committee meetings, if necessary
  11. Carry out such other functions as approved by the Board
3.3.  Meetings of the Committee

For the smooth functioning of the Committee as outlined below, the members shall meet to discuss matters and take such decisions as may be necessary;

  1. The committee shall hold a minimum number of two meetings in a
  2. The members of the committee may mutually agree between them regarding time and place for the said meetings.
  3. Subject to AOA of the Company, the quorum for the committee meeting shall be one-third of its total strength (any fraction contained in that one-third be rounded off as one) or two members, whichever is higher
  4. The members of the committee may participate in the meeting either in person or through video conferencing or other audio-visual means as may be convenient.

4. Budget

Section 135 of the Companies Act, 2013 prescribes that the companies that meet the specified criteria shall allocate at least 2% of the average net profit made during the three immediate preceding financial years towards CSR activities; “average net profit” shall be calculated in accordance with the provisions of Section 198 of the Companies Act, 2013

4.1.  Expenditure

The expenditure shall include all expenditures including contribution to corpus or on projects or programs relating to CSR activities approved by the Board of Directors on the recommendation of its committee but does not include any expenditure on an item not in conformity or not in line with activities stated under Schedule VII of the Act.

The Company may either undertake CSR activities on its own or collaborate or pool resources to undertake activities, through any implementing agencies i.e non-profit organization

4.2.  Failure to spend the CSR Money

If the Company fails to spend the required amount in a particular financial year, such non-spending, if any, shall be governed under the Act and CSR Rules.

Surplus, if any, arising out of the CSR projects or programs or activities shall not form part of the business profit of the Company.

  1. In case, the Company spends an amount in excess of the requirement of its CSR obligations in a financial year, such excess amount may be set off against the requirement of CSR spending of succeeding years, as prescribed under the Act and CSR Rules.
  2. The Company may spend its obligation for creation or acquisition of a capital asset subject to fulfilment of conditions specified under CSR Rules.

5. CSR Initiatives

Pursuant to Schedule VII of the Act and the CSR Rules, the Company shall undertake activities included in its Annual CSR Plan, as recommended by the committee at the beginning of each year. The committee is authorized to approve any modification to the existing Annual CSR Plan or to propose any new program during the financial year under review.

5.1. Annual CSR Plan

The Annual CSR Plan is a yearly plan of CSR activities that would be placed before the Board of Directors of the Company based on the recommendation of its CSR Committee which outlines inter alia the following aspects of CSR initiatives of the Company:

  1. Project Proposals
  2. Targeted Beneficiaries and their key needs
  3. Alignment with Schedule VII
  4. Project Goals and milestones
  5. Activities and Timelines including expected closure dates
  6. CSR Budget with projections
  7. Monitoring mechanism
  8. Progress reporting and frequency of reports
  9. Risks and mitigation strategies
  10. Any other information as may be required by the CSR Committee
5.2.  Collaboration

It is expressly allowed under the CSR Rules that the Company may collaborate with any other Company or association formed in this regard subject to approval by CSR Committee, to implement CSR activities and the same shall form a part of the Annual CSR Plan.

6. Reporting and publication of CSR policy

As per the CSR Rules, the contents of the CSR Policy shall be included in the Directors’ Report and the same shall be displayed on the Company’s website.

7. Monitoring Mechanism

An Internal Working and Monitoring Team comprising of below mentioned employees of the Company will be set up to ensure effective implementation and monitoring of the projects approved by the CSR Committee from time to time. The team will consist of:

  1. Chief Financial Officer (CFO) or any other designated person in this cadre; Head HR & Admin or any other designated person in this cadre.
  2. Finance Controller or any other designated person in this
7.1.  Reporting by Internal Working and Monitoring Team

The Internal Working and Monitoring Team will report/give feedback to the CSR Committee for all CSR projects undertaken.

The Internal Working and Monitoring Team shall submit reports to the CSR Committee of the Company on the progress of the various projects approved by the Committee. CFO or the person responsible for financial management shall certify that the funds so disbursed have been utilised for the purposes and in the manner as approved by the Committee.

8. Policy review and future amendment

The Board of Directors may revise/ amend this CSR Policy based on the recommendations of the CSR committee or on its own to bring the same in line with the guidelines or amendments issued from time to time by Government on the subject.

....Vigilance Policy Guidelines as per Companies Act, 2013

Preface

  1. Section 177 of the Companies Act, 2013 read with Rule 7 of Companies (Meeting of Board and its Power) Rules, 2014 inter alia states that every
  1. Listed
  2. Company that accepts deposits from the
  3. Company that has borrowed money from banks and financial institutions in excess of Fifty Crore Rupees.

     Shall establish Vigilance Policy Guidelines for the directors and employees to report genuine concerns or grievances.

  1. The Vigilance Policy Guidelines provide a channel especially to the employees of the Company to report to the management, concerns about unethical behavior, actual or suspected fraud or violation of this policy. Such policy is intended to provide for adequate security against victimization of employees who may use such policy guidelines and make provision for direct access to the top-level management of the Company.
  1. Under these circumstances, M/s. Inflow Technologies Private Limited a Company registered under the Companies Act, 1956 having its registered office at No.33 & 34, Indiranagar, 1st Stage, Off 100 Feet Road, Bangalore-560038 being a Private Limited Company needs to establish Vigilance Policy Guidelines.
  1. Being a Private Limited Company, the Company is not required to constitute an Audit Committee; however, the Board of Directors shall nominate a director to enact the role of this Audit Committee for the purpose of vigilance to whom other directors and employees may report their concerns.

Policy Objectives

  1. The Company is committed to adhering 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 any fear of punishment or unfair A Vigilance Policy provides a channel for the employees and directors to report to the management, concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct. This ensures adequate safeguards against the victimization of employees and other directors with a direct access to the designated authority in such cases.
  2. 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 against people in authority and/or colleagues in general.

Scope Of The Policy

  1. This policy covers malpractices and events that 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 whistleblowers, concerning such employees and directors.

Definitions

  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”.
  2. “Board” means the Board of Directors of the
  3. “Company” means M/s. Inflow Technologies Private Limited and all its
  4. “Designated Director” means designated director nominated by the Board to enact the role of the Audit Committee for the purpose of Vigilance.
  5. “Employee” means all the present employees and whole time Directors of the Company (whether working in India or abroad).
  6. “Policy” means the vigilance policy guidelines of the company
  7. “Protected Disclosure” means a concern raised by an employee or group of employees of the Company, through 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” concerning the It should be factual and not speculative or in the form 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.
  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.
  9. “Vigilance Officer” means an officer appointed to receive protected disclosures from whistle-blowers, maintaining records thereof, placing the same before the Designated Director for its disposal and informing the whistle-blower the results thereof.
  10. “Whistle-Blower” is an employee or a group of employees who make a protected disclosure under this Policy and referred to as a complainant.

 

Eligibility

All employees of the Company are eligible to make protected disclosures under this Policy in matters concerning the Company.

Receipt And Disposal Of Protected Disclosures

  1. All protected disclosures should be reported in writing, as soon as possible, after the whistle-blower becomes aware of the same to ensure a clear understanding of the issues raised and should either be typed or written in legible handwriting in English, Hindi or Kannada.
  2. The protected disclosure should be submitted in a closed and secured envelope and should be superscribed with “Protected disclosure under the Vigilance Policy Guidelines”. Alternatively, the same can also be sent through email with the subject “Protected disclosure under the Vigilance Policy Guidelines”. If the complaint is not submitted in the manner mentioned above, it will not be possible for the Designated Director to protect the complainant and the protected disclosure will be dealt with as a normal disclosure. In order to protect the identity of the complainant, a Vigilance Officer will not issue any acknowledgement to the complainants and neither are they advised to write their name/address on the envelope nor enter into any further correspondence with the Vigilance The Vigilance Officer shall ensure that in case any further clarification is required the same shall be obtained from the complainant.
  3. Anonymous / Pseudonymous disclosure shall not be entertained by the Vigilance
  4. The protected disclosure should be forwarded with a covering letter signed by the complainant. Vigilance Officer / Designated Director as the case may be, shall detach the covering letter bearing the identity of the whistle-blower and process only the Protected
  5. All protected disclosures should be addressed to the Vigilance Officer of the Company or to the Designated Director in exceptional cases.
    The contact details of the Vigilance Officer is as under:

    Name: Nancy Varghese
    Address: No.33 & 34, Indiranagar, 1st Stage, Off 100 Feet Road, Bangalore-560038
    Email: nancy.varghese@inflowtechnologies.com

  1. In the event that the Protected Disclosure is against the Vigilance Officer, the same should be addressed to the Designated Director of the Company.

    The contact details of the Designated Director are as under:
    Name: Vijay Kumar Ajmera
    Address: No.33 & 34, Indiranagar, 1st Stage, Off 100 Feet Road, Bangalore-560038
    Email: ajmera@inflowtechnologies.com

On receipt of the protected disclosure the Vigilance Officer, shall make a record of the Protected Disclosure and also ascertain the identity of the complainant. He/She shall also carry out the initial investigation either by himself/herself or by involving any other Officer of the Company or an outside agency before referring the matter to the Designated Director for further appropriate investigation and needful action. The record will include:

  1. Brief facts;
  2. Whether the same Protected Disclosure was raised previously by anyone, and if so, the outcome thereof;
  3. Whether the same Protected Disclosure was raised previously on the same subject;
  4. Details of actions taken by the Vigilance Officer for processing the complaint;
  5. The recommendations of the Vigilance

Investigation

  1. All protected disclosures under this policy will be recorded and thoroughly The designated Director may investigate and may at its discretion consider involving any other Officer of the Company and/ or an outside agency for the purpose of investigation.
  2. The decision to conduct an investigation is by itself not an accusation and is to be treated as a neutral fact-finding process.
  3. Subject(s) will normally be informed in writing of the allegations at the outset of a formal investigation and have opportunities to provide their inputs during the investigation.
  4. Subject(s) shall have a duty to cooperate with the Vigilance Officer or any of the Officers appointed by it in this regard.
  5. Subject(s) have a right to consult with a person or persons of their choice, other than the Vigilance Officer / Investigators and/or the Whistle-Blower.
  6. Subject(s) have a responsibility not to interfere with the investigation. Evidence shall not be withheld, destroyed or tampered with and witnesses shall not be influenced, coached, threatened or intimidated by the subject(s).
  7. Unless there are compelling reasons not to do so, Subject(s) will be given the opportunity to respond to material findings contained in the investigation report. No allegation of wrong doing against a Subject(s) shall be considered as maintainable unless there is good evidence in support of the allegation.
  8. Subject(s) have a right to be informed of the outcome of the investigations. If allegations are not sustained, the Subject should be consulted as to whether public disclosure of the investigation results would be in the best interest of the Subject and the Company.
  9. The investigation shall be completed normally within 90 days of the receipt of the protected disclosure and is extendable by such period as the designated Director deems fit.

Decision and Reporting 

  1. If an investigation leads the Vigilance Officer / Designated Director to conclude that an improper or unethical act has been committed, the Vigilance Officer / Designated Director shall recommend to the management of the Company to take necessary disciplinary or corrective action as he may deem fit. It is clarified that any disciplinary or corrective action initiated against the Subject, as a result of the findings of an investigation under this Policy, shall adhere to the applicable personnel or staff conduct and disciplinary procedures.
  2. The Vigilance Officer shall submit a report to the Designated Director regularly about all protected disclosures referred to him/her since the last report together with the results of investigations, if any.
  3. In case the Subject is the director/CEO of the Company, the Designated Director after examining the Protected Disclosure shall appropriately and expeditiously investigate the Protected Disclosure.
  4. If the report of the investigation is not to the satisfaction of the complainant, the complainant has the right to bring it to the notice of the appropriate legal or investigating agency.
  5. A complainant who makes false allegations of unethical & improper practices or about alleged wrongful conduct of the subject to Vigilance Officer shall be subject to appropriate disciplinary action in accordance with the rules, procedures and policies of the Company.

Secrecy /Confidentiality 

  1. The Complainant, Vigilance Officer, the Subject and everybody else involved in the process shall:
  2. Maintain confidentiality of all matters under this Policy
  3. Discuss only to the extent or with those persons as required under this policy for completing the process of investigations.
  4. Not to keep the relevant documents unattended anywhere at any time
  5. Keep the electronic mails/files secured with a password.

Protection 

  1. No unfair treatment will be meted out to a whistle-blower by virtue of his/ her having reported a protected disclosure under this The company, as a policy, condemns any kind of discrimination, harassment, victimization or any other unfair employment practice being adopted against whistle-blowers. Complete protection will, therefore, be given to whistle-blowers against any unfair practice like retaliation, threat or intimidation of termination/suspension of service, disciplinary action, transfer, demotion, refusal of promotion or the likes, including any direct or indirect use of authority to obstruct the whistle-blower’s right to continue to perform his duties/functions or making further protected disclosures. The company will take steps to minimize difficulties, that 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 whistle-blower to receive advice about the procedure, etc.
  2. A whistle-blower may report any violation of the above clause to the Designated Director, who shall investigate the same and recommend suitable action to the management.
  3. The identity of the whistle-blower shall be kept confidential to the extent possible and permitted under The identity of the complainant will not be revealed unless he has made either his details public or disclosed his identity to any other office or authority. In the event of the identity of the complainant being disclosed, the Designated Director is authorized to initiate appropriate action as per extant regulations against the person or agency making such disclosure. The identity of the whistle-blower, if known, shall remain confidential to those persons directly involved in applying this policy, unless the issue requires investigation by law enforcement agencies, in which case members of the organization are subject to subpoena.
  4. Any other employee assisting in the said investigation shall also be protected to the same extent as the whistle-blower.
  5. Provided however that the complainant before making a complaint has reasonable belief that an issue exists and he/she has acted in good faith. Any complaint not made in good faith as assessed as such by the Designated Director shall be viewed seriously and the complainant shall be subject to disciplinary action as per the rules / certified standing orders of the Company. This policy does not protect an employee from an adverse action taken independent of his disclosure of unethical and improper practice etc. unrelated to a disclosure made pursuant to this policy.

Access To Designated Director 

The whistle-blower shall have the right to access the Designated Director directly in exceptional cases.

Communication 

Vigilance Policy Guidelines cannot be effective unless it is properly communicated to employees. Employees shall be informed through publishing on the notice board and 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 2 (two) years or such other period as specified by any other law in force, whichever is more

Administration And Review Of The PolicyThe Chief Financial Officer shall be responsible for the administration, interpretation, application and review of this policy. The Chief Financial Officer also shall be empowered to bring about necessary changes to this Policy, if required at any stage with the concurrence of the Board.

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. However, no such amendment or modification will be binding on the employees and directors unless the same is notified to them in writing

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