WHISTLE BLOWER POLICY BHARAT SANCHAR NIGAM LIMITED Regd. & Corporate Office: Bharat Sanchar Bhawan, H.C.Mathur Lane, Janpath, New Delhi - 110 001 www.bsni.co. Corporate Identity Number(CIN) : U74899DL2000G01107739WHISTLE BLOWER POLICY 4. PREFACE 1.1 This policy is formulated to provide an opportunity and an avenue to the employees or Directors to raise concems and to access in good faith the Audit Committee of the Board, in case they observe unethical and improper practices or any other wrongful conduct in the Company, and to provide necessary safeguards for protection of employees or Directors from reprisals or victimization and to prohibit managerial personnel from taking any adverse personnel action against those employees. 1.2 The Guidelines on Corporate Governance Norms for the Unlisted CPSEs issued by the Department of Public Enterprises inter-alia provides for establishment of a mechanism called "Whistle Blower Policy” for the employees or Directors to report to the management instances of unethical and improper practices or any other wrongful conduct in the company. Accordingly this Whistle Blower Policy [ hereinafter referred to as “this Policy’] has been formulated with a view to provide a mechanism for employees or Directors of the Company to approach the Audit Committee of the Board [in the absence of the Audit Committee of the Board, the Board of Directors] of the Company 2,APPLICABILITY This policy applies to all the Employees and Directors of the Company, 3.POLICY 3.1 The objective is to provide necessary safeguards for protection of employees or Directors from reprisals or victimization, for whistle blowing in good faith and to provide opportunity to employees to access in good faith, to the Audit Committee of the Board in case they observe unethical and improper practices or any other wrongful conduct in the Company and to prohibit managerial personnel from taking any adverse personnel action against those employees or Directors. 3.2 No adverse personnel action shall be taken or recommended against an employee or Director in retaliation to his disclosure in good faith of any unethical and improper practices or alleged wrongful conduct. This policy protects such employees or Directors from unfair termination and unfair prejudicial employment practices. 3.3. For the sake of absolute clarity, it is specified that the Whistle Blower Policy does not tantamount in any manner to dilution of the already existing Vigilance mechanism in BSNL. Rather, over and above the existing Vigilance Mechanism, any Protected Disclosure made by an employee or Director under this policy, if perceived to have a @vigilance angle, shall be referred to the Chief Vigilance Officer, BSNL, as per the existing practice. 3.4 However, this policy does not protect an employee or Director from an adverse action which occurs independent of his disclosure of unethical and improper practice or alleged wrongful conduct, poor job performance, any other disciplinary action etc., unrelated to a disclosure made pursuant to this policy. 4.DEFINITONS 4.1 “BSNL” and / or “Company” means the Bharat Sanchar Nigam Limited. 42 "Audit Committee of the Board’ means the Audit Committee of the Board constituted by the Board of Directors of BSNL in accordance with Section 292A of the Companies Act, 1956 and applicable provisions of the Guidelines on Corporate Governance for the Unlisted CPSEs issued by the Department of Public Enterprises. 4.3 "Competent Authority" means the Chairman & Managing Director of BSNL and will include any person(s) to whom he may delegate any of his powers as the Competent Authority under this policy from time to time. In case of conflict of interest (CMD being the subject person), Competent Authority means Chairman - Audit Committee of the Board 4.4 "Employee" means employees of the Company as defined in the BSNL CDA Rules as amended time to time. 4.4(A) “Director”means a Director appointed to the Board of a Company, as defined under Section 2(32) of the Companies Act 2013 and Rules thereunder including any re-enactments, modifications thereof. 4.5 — “Improper Activity" means unethical behavior, actual or suspected fraud or violation of the company's general guidelines on conduct as enunciated in the CDA Rules of the Company and / or Code of Conduct for the Members of the Board / Senior Management Personnel by any employee or Director of BSNL. 4.6 “Alleged Wrongful Action” shall mean violation of law, infringement of Company's Code of Conduct for the Members of the Board / Senior Management Personnel / Company's CDA Rules, or, mismanagement, misappropriation of monies, actual or suspected fraud, substantial and specific danger to public health and safety or abuse of authority 4.7 “Adverse Personnel Action" means an employment related act or decision or a failure to take appropriate action by managerial personnel which may affect the employee's or Director's employment, including but not limited to compensation, increment, promotion, job location, job profile, immunities, leaves, training or, other privileges , Mh ®