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BACKGROUND

In compliance with the DPE guidelines on Corporate Governance issued in May, 2010, which inter-alia, provides for all unlisted CPSU's to establish a mechanism called "Whistle Blower Policy" for employees to report to the management and in exceptional cases to the Chairman of the Audit Committee about unethical Behaviour, actual or suspected fraud, or violation of the company's general guidelines on conduct or ethics policy, IREL has formulated a "Whistle Blower Policy" the terms of which have been laid down as under. This Policy should not be used in place of the Company grievance procedures.

POLICY OBJECTIVES

This policy is an internal document of the Company which enables an employee or a group of employees, who wish to report on unethical or improper practices to have easy access to the appropriate authority. The purpose of this policy is to provide a framework to promote responsible, safe and secure whistle blowing, with an aim to curb and stop all activities, which are against organisational interests. This policy shall also protect employees wishing to raise a concern about serious irregularities within the organisation and to provide assurances that any and all suspected activity will be fully investigated.

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