PORT CITY NIDHI LIMITED

VIGIL MECHANISM & WHISTLE-BLOWER POLICY

Registered Office: 21D/2, WGC Road, Tuticorin – 628002

1. Introduction

Port City Nidhi Limited is committed to maintaining the highest standards of ethics, integrity, transparency, accountability and corporate governance. This Vigil Mechanism and WhistleBlower Policy provides a framework through which employees, directors and stakeholders may report genuine concerns regarding misconduct, fraud, unethical behaviour, violations of law,
abuse of authority, financial irregularities, corruption, misappropriation of assets, and other improper activities.
The Company shall ensure that all concerns received under this Policy are handled in a
professional, fair and transparent manner. Appropriate documentation, review and reporting mechanisms shall be maintained to strengthen governance and ethical business conduct.

2. Objective

The objective of this Policy is to establish a robust vigil mechanism and provide adequate safeguards against victimization of persons making protected disclosures.
The Company shall ensure that all concerns received under this Policy are handled in a professional, fair and transparent manner. Appropriate documentation, review and reporting mechanisms shall be maintained to strengthen governance and ethical business conduct.

3. Legal Framework

This Policy is framed in accordance with Section 177 of the Companies Act, 2013 and applicable rules and governance requirements.
The Company shall ensure that all concerns received under this Policy are handled in a professional, fair and transparent manner. Appropriate documentation, review and reporting mechanisms shall be maintained to strengthen governance and ethical business conduct.

4. Scope

Applicable to directors, employees, consultants, vendors, contractors, service providers and stakeholders interacting with the Company. The Company shall ensure that all concerns received under this Policy are handled in a professional, fair and transparent manner. Appropriate documentation, review and reporting mechanisms shall be maintained to strengthen governance and ethical business conduct.

5. Definitions

Definitions of Audit Committee, Protected Disclosure, Whistle-Blower, Subject, Investigation, Reportable Matter and Company.
The Company shall ensure that all concerns received under this Policy are handled in a professional, fair and transparent manner. Appropriate documentation, review and reporting mechanisms shall be maintained to strengthen governance and ethical business conduct.

6. Guiding Principles

Confidentiality, fairness, impartiality, protection from retaliation, good faith reporting and timely resolution.
The Company shall ensure that all concerns received under this Policy are handled in a professional, fair and transparent manner. Appropriate documentation, review and reporting mechanisms shall be maintained to strengthen governance and ethical business conduct.

7. Reportable Matters

Fraud, theft, corruption, bribery, financial misstatements, regulatory violations, conflict of interest, misuse of company assets, unethical conduct, data breaches and governance failures. The Company shall ensure that all concerns received under this Policy are handled in a professional, fair and transparent manner. Appropriate documentation, review and reporting mechanisms shall be maintained to strengthen governance and ethical business conduct.

8. Matters Excluded

Personal grievances, compensation issues, routine HR matters, sexual harassment complaints handled under separate policy, and knowingly false allegations. The Company shall ensure that all concerns received under this Policy are handled in a professional, fair and transparent manner. Appropriate documentation, review and reporting mechanisms shall be maintained to strengthen governance and ethical business conduct.

9. Responsibility to Report

Every employee and stakeholder is encouraged to promptly report suspected wrongdoing. The Company shall ensure that all concerns received under this Policy are handled in a professional, fair and transparent manner. Appropriate documentation, review and reporting mechanisms shall be maintained to strengthen governance and ethical business conduct.

10. Reporting Channels

Whistle-Blower Complaints: portcitycomplaint@gmail.com
Audit Committee Escalation: portcityreports@gmail.com
General Queries: admin@portcitynidhi.in

Administration Support: portcityadm@gmail.com
Ph: +91 98421 33319

Employees have a right to make Protected Disclosures directly to the Chairman of the Audit Committee as follows:
by email to portcityreports@gmail.com; or
by letter addressed to the Audit Committee, marked “Private and Confidential”, and delivered to the Chairman of the Audit Committee, Port City Nidhi Limited, 21D/2 W.G.C Road, Tuticorin-628002.
The Company shall ensure that all concerns received under this Policy are handled in a professional, fair and transparent manner. Appropriate documentation, review and reporting mechanisms shall be maintained to strengthen governance and ethical business conduct.

11. Audit Committee Oversight

Audit Committee:
  1.  Mr. S. Ragavendra Sakthiram (Chairman)
  2. Mr. S. Satheesh Ramkumar – Independent Director
  3. Smt. R. Iswaryabai – Independent Director
The Audit Committee shall supervise implementation and review of this Policy. The Company shall ensure that all concerns received under this Policy are handled in a professional, fair and transparent manner. Appropriate documentation, review and reporting mechanisms shall be maintained to strengthen governance and ethical business conduct.

12. Investigation Procedure

Receipt, preliminary review, investigation, findings, recommendations, corrective actions and closure.
The Company shall ensure that all concerns received under this Policy are handled in a professional, fair and transparent manner. Appropriate documentation, review and reporting mechanisms shall be maintained to strengthen governance and ethical business conduct.

13. Protection of Whistle-Blowers

No retaliation, discrimination, harassment or adverse employment action shall be permitted. The Company shall ensure that all concerns received under this Policy are handled in a professional, fair and transparent manner. Appropriate documentation, review and reporting mechanisms shall be maintained to strengthen governance and ethical business conduct.

14. Confidentiality

Identity of whistle-blowers and investigation records shall be kept confidential to the extent permitted by law.
The Company shall ensure that all concerns received under this Policy are handled in a professional, fair and transparent manner. Appropriate documentation, review and reporting mechanisms shall be maintained to strengthen governance and ethical business conduct.

15. False Complaints

Knowingly false, malicious or frivolous complaints may attract disciplinary action. The Company shall ensure that all concerns received under this Policy are handled in a professional, fair and transparent manner. Appropriate documentation, review and reporting mechanisms shall be maintained to strengthen governance and ethical business conduct.

16. Corrective Actions

Disciplinary measures, recovery of losses, process improvements, legal action and regulatory reporting where necessary.
The Company shall ensure that all concerns received under this Policy are handled in a professional, fair and transparent manner. Appropriate documentation, review and reporting mechanisms shall be maintained to strengthen governance and ethical business conduct.

17. Record Retention

Records shall be maintained securely for a period determined by law and company requirements. The Company shall ensure that all concerns received under this Policy are handled in a professional, fair and transparent manner. Appropriate documentation, review and reporting mechanisms shall be maintained to strengthen governance and ethical business conduct.

18. Roles and Responsibilities

Board, Audit Committee, management, investigators and employees.
The Company shall ensure that all concerns received under this Policy are handled in a professional, fair and transparent manner. Appropriate documentation, review and reporting mechanisms shall be maintained to strengthen governance and ethical business conduct.

19. Communication and Awareness

Policy shall be communicated to all employees and relevant stakeholders.
The Company shall ensure that all concerns received under this Policy are handled in a professional, fair and transparent manner. Appropriate documentation, review and reporting mechanisms shall be maintained to strengthen governance and ethical business conduct.

20. Review and Amendment

The Board/Audit Committee may amend this Policy from time to time.
The Company shall ensure that all concerns received under this Policy are handled in a professional, fair and transparent manner. Appropriate documentation, review and reporting mechanisms shall be maintained to strengthen governance and ethical business conduct.

21. Contact Details

Audit Committee Chairman: Mr. S. Ragavendra Sakthiram Contact: +91 98421 33319
Vigilance Contact: Mr. S. Vigneswara Vijayaram, Director Contact: +91 99655 84286
The Company shall ensure that all concerns received under this Policy are handled in a professional, fair and transparent manner. Appropriate documentation, review and reporting mechanisms shall be maintained to strengthen governance and ethical business conduct.

22. Approval

Approved by the Board of Directors of Port City Nidhi Limited on: 01-04-2025

Effective Date: 01-04-2025

Annexure – ‘A’
SAMPLE FORMAT FOR WHISTLE BLOWING
Date : -
Name of the Employee / Director : -
E-mail ID of the employee / Director : -
Address for Communication : -
Contact No. : -
Subject matter which is reported : -
(Name of the person/ event focused at) : -
Brief about the concern : -
Evidence (enclose, if any) : -
Signature

Note:
The whistle blowing shall be submitted at least within 30 days of the Occurrence of the concern/event (or) before occurrence