Governance

Whistle Blower Policy

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1. Purpose

Cornwill Realty Corp. ("the Company") is committed to the highest standards of ethical, moral, and legal business conduct. This Whistle Blower Policy ("Policy") provides a secure and confidential mechanism for directors, employees, and stakeholders to report concerns about unethical behaviour, actual or suspected fraud, or violations of applicable laws or the Company's Code of Conduct.

This Policy has been framed in line with the requirements of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and generally accepted governance standards.

2. Scope

This Policy applies to all directors, employees (permanent, temporary, and contractual), vendors, consultants, contractors, and business partners of the Company and its subsidiaries.

3. Definitions

"Protected Disclosure" means any communication made in good faith that discloses or demonstrates information that may evidence unethical or improper activity.

"Whistle Blower" means any person making a Protected Disclosure under this Policy.

"Subject" means any person against whom allegations are made in a Protected Disclosure.

4. Reportable Matters

  • Fraud, bribery, corruption, or misappropriation of Company funds or assets
  • Manipulation of Company data, financial records, or regulatory filings
  • Violations of applicable laws, regulations, or the Company's Code of Conduct
  • Health, safety, or environmental violations at project sites or offices
  • Sexual harassment, discrimination, or workplace misconduct
  • Conflicts of interest not properly disclosed
  • Retaliation against any person who has made a Protected Disclosure
  • Any other matter that the Whistle Blower believes demonstrates unethical conduct or poses a risk to the Company or its stakeholders

5. How to Make a Disclosure

Protected Disclosures may be made through any of the following channels:

  • Email: whistleblower@cornwill.com (monitored only by the Chairperson of the Audit Committee)
  • Sealed letter: Addressed to "Chairperson, Audit Committee" and sent to 229/230 Arun Chambers, Tardeo Road, Mumbai 400034. The envelope should be marked "Confidential — Whistle Blower Disclosure"
  • Anonymous disclosures are accepted, though identified disclosures allow for follow-up and more effective investigation

6. Protection of Whistle Blowers

No adverse action shall be taken against any Whistle Blower who makes a Protected Disclosure in good faith. The Company prohibits retaliation in any form — including dismissal, demotion, suspension, harassment, or any other adverse treatment.

The identity of the Whistle Blower shall be kept confidential to the extent reasonably practicable, subject to legal requirements and the needs of the investigation.

Any person who retaliates against a Whistle Blower shall face disciplinary action up to and including termination.

7. Investigation Process

All Protected Disclosures shall be investigated by the Audit Committee or a committee appointed by it. The investigation shall:

  • Be completed within 45 days of receipt, wherever practicable
  • Be conducted with due regard for confidentiality and fairness to all parties
  • Give the Subject an opportunity to respond to allegations
  • Document findings in a written report

The Whistle Blower shall be informed of the outcome in writing, subject to confidentiality constraints.

8. False Allegations

While the Company protects good faith disclosures, malicious or knowingly false allegations may result in disciplinary action against the person making the false disclosure.

9. Direct Access to Audit Committee

In exceptional cases where a Whistle Blower believes that normal channels are compromised, they may contact the Chairperson of the Audit Committee directly.

This Policy is approved by the Board of Directors of Cornwill Realty Corp.