Mathrubhumi is committed to conducting and governing ourselves with ethics, transparency and accountability and to this, we have developed practices and procedures that ensures ethical conduct at all levels in our organisation. It is thus in acknowledgement of and in consonance with these values, that we are dedicated to ensuring that the work environment at all our locations is conducive to fair, safe and harmonious relations, based on mutual trust and respect, between all the employees of the Company.

Mathrubhumi is committed to providing a work environment free of sexual harassment. Mathrubhumi recognises that workplace harassment of a sexual nature affects the dignity of women and men at work.

The Company will not tolerate any form of sexual harassment and is committed to take necessary steps to ensure that its employees are not subjected to any form of harassment.

Sexual harassment may be one or a series of incidents involving unsolicited and unwelcome sexual advances, requests for sexual favours, or any other verbal or physical conduct of sexual nature.

Sexual Harassment at the workplace includes:

1. Unwelcome sexual advances (verbal, written or physical),
2. Demand or request for sexual favours,
3. Any other type of sexually-oriented conduct,
4. Verbal abuse that is sex-oriented; or
5. any conduct that has the purpose or the effect of interfering with an individual’s work performance or creating an intimidating, hostile or offensive work environment and/or submission to such conduct is either an explicit or implicit term or condition of employment and/or submission or rejection of the conduct is used as a basis for making employment decisions.

Internal Complaints Committee

Mathrubhumi is perhaps the first media house in India to constitute an Internal Complaints Committee as early as in the year 2006 to consider and redress complaints of sexual harassment from all the workplaces of the Company. This committee has since been re-constituted from time to time. We give wide publicity to our employees and any person can approach the members of Committee, which includes an external member as mandated by law. The Internal Complaints Committee ensures that in the interest of justice and fair play, any person can approach them without fear or favour. Our company is committed to render all possible assistance for the victim-employee to, in addition to the above, seek legal remedies as may be provided under the various penal laws and civil remedies in force from time to time.

Confidentiality

The Company understands that it is difficult for the victim to come forward with a complaint of sexual harassment and recognizes the victim’s interest in keeping the matter confidential. To protect the interests of the victim and others who may report incidents of sexual harassment, confidentiality will be maintained throughout the investigatory process to the extent practicable and appropriate under the circumstances.

#MeToo

Mathrubhumi believes that the #MeToo movement is impacting the law by drawing focus to the law for those who are unaware. A vast majority of the discussion concerning the social media campaign time and again draws attention to the existing law. Although evolving from long standing Supreme Court guidelines in Vishakha’s case, the Indian legislation is in any event quite recent and comprehensive media reports on the #MeToo movement enables propagation of the rights, duties and liabilities attached to prevention, prohibition and redressal of sexual harassment.

PREAMBLE

Section 177 of the Companies Act, 2013 requires such class or classes of companies, as may be prescribed to establish a vigil mechanism for the Directors and employees to report genuine concerns in such manner as may be prescribed. In compliance with the Companies Act, 2013 and the Rules mad there under, effective 18^th August 2015 The Mathrubhumi printing and Publishing Company Limited, being Public Company has established a Vigil (Whistle Blower) Mechanism and formulated a Policy in order to provide a framework for responsible and secure whistle blowing/vigil mechanism.

POLICY OBJECTIVES

The Vigil (Whistle Blower) Mechanism aims to provide a channel to the Directors and employees to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the company’s policy. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, the Company encourages its employees who have genuine concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. The mechanism provides for adequate safeguards against victimization of Directors and employees to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. 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 about a personal situation.

SCOPE

• To act as an additional internal element of the Company’s compliance and integrity policies.

• Not a substitute for other formal internal arrangements and proceedures.

• Seeks to ensure that anyone who is aware (Director or employee of the Company) of a breach of Company policies and proceedures, suspected or actual frauds and embezzlement, illegal, unethical behaviour, deliberate violation of laws/regulations, gross or wilful negligence causing substantial and specific danger to health, safety etc, manipulation of company data/records, pilferation of confidential/proprietory information, gross wastage/misappropriation of Company funds/assets etc, feels free to bring this to the appropriate personnel in the Company without fear of victimization, harassment or retaliation.

APPLICABILITY

The mechanism applies to the following

• All the Directors

• All the employees and ex-employees and their representatives bodies.

• All the business associates of the Company

The above list is only illustrative and should not be considered exhaustive

This mechanism should not be used in place of the normal grievance proceedures of the Company.

The policy is not applicable to personal grievance and grievances arising out of employment or HR related matters. This cannot be used as a route for raising unfounded allegations against colleagues.

PROCEDURE

All Protected Disclosures should be reported in writing by the complainant as soon as possible, not later than 30 days after the Whistle Blower becomes aware of the same and should either be typed or written in a legible handwriting in English. The Protected Disclosure should be submitted under a covering letter signed by the complainant in a closed and secured envelope and should be super scribed as “Protected disclosure under the Whistle Blower policy” or sent through email with the subject “Protected disclosure under the Whistle Blower policy”. If the complaint is not super scribed and closed as mentioned above, the protected disclosure will be dealt with as if a normal disclosure. All Protected Disclosures should be addressed to the Vigilance Officer of the Company or to the Chairman of the Audit Committee in exceptional cases.

The contact details of the Vigilance Officer are as under:-

Name and Address – Mr. Sajeevan Nannat

Sr. General Manager Finance & Company Secretary

The Mathrubhumi Printing and Publishing Company Ltd.

K P Kesavamenon Road, Kozhikode 673 001

Email- nannat@mpp.co.in

The contact details of the Chairman of the Audit Committee are as under:-

Name and Address – Mr. M D Venkitasubramanian

(Independent Director)

Chairman- Audit Commitee

The Mathrubhumi Printing and Publishing Company Ltd.

K P Kesavamenon Road, Kozhikode 673 001

Email- mdramanimd@yahoo.co.in

In order to protect the identity of the complainant, the Vigilance Officer will not issue any acknowledgement to the complainants and they are not advised neither to write their name /address on the envelope nor enter into any further correspondence with the Vigilance Officer.

Anonymous / Pseudonymous disclosure shall not be entertained by the Vigilance Officer.

On receipt of the protected disclosure the Vigilance Officer shall detach the covering letter bearing the identity of the Whistle Blower and process only the Protected Disclosure.

INVESTIGATION

All Protected Disclosures under this policy will be recorded and thoroughly investigated. The Vigilance Officer will carry out an investigation either himself/herself or by involving any other Officer of the Company/Committee constituted for the same /an outside agency before referring the matter to the Audit Committee of the Company.

The Audit Committee, if deems fit, may call for further information or particulars from the complainant and at its discretion, consider involving any other/additional Officer of the Company and/or Committee and/ or an outside agency for the purpose of investigation. The investigation by itself would not tantamount to an accusation and is to be treated as a neutral fact finding process.

The investigation shall be completed normally within 90 days of the receipt of the protected disclosure and is extendable by such period as the Audit Committee deems fit. Any member of the Audit Committee or other officer having any conflict of interest with the matter shall disclose his/her concern /interest forthwith and shall not deal with the matter.

DECISION AND REPORTING

If an investigation leads to a conclusion that an improper or unethical act has been committed, the Chairman of the Audit Committee shall recommend to the Board of Directors of the Company to take such disciplinary or corrective action as it may deem fit. Any disciplinary or corrective action initiated against the Subject as a result of the findings of an investigation pursuant to this Policy shall adhere to the applicable personnel or staff conduct and disciplinary procedures. A quarterly report with number of complaints received under the Policy and their outcome shall be placed before the Audit Committee and the Board. A complainant who makes false allegations of unethical & improper practices or about alleged wrongful conduct of the Subject to the Vigilance Officer or the Audit Committee shall be subject to appropriate disciplinary action in accordance with the rules, procedures and policies of the Company.

CONFIDENTIALITY

The complainant, Vigilance Officer, Members of Audit Committee, the Subject and everybody involved in the process shall, maintain confidentiality of all matters under this Policy, discuss only to the extent or with those persons as required under this policy for completing the process of investigations and keep the papers in safe custody.

PROTECTION

No unfair treatment will be meted out to a Whistle Blower by virtue of his/ her having reported a Protected Disclosure under this policy. Adequate safeguards against victimisation of complainants shall be provided. The Company will take steps to minimize difficulties, which the Whistle Blower may experience as a result of making the Protected Disclosure. The identity of the Whistle Blower shall be kept confidential to the extent possible and permitted under law. Any other employee assisting in the said investigation shall also be protected to the same extent as the Whistle Blower.

DISQUALIFICATIONS

While it will be ensured that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment as herein set out, any abuse of this protection will warrant disciplinary action. Protection under this Policy would not mean protection from disciplinary action arising out of false or bogus allegations made by a Whistle Blower knowing it to be false or bogus or with a mala fide intention. Whistle Blowers, who make any Protected Disclosures, which have been subsequently found to be mala fide, frivolous or malicious, shall be liable to be prosecuted.

ACCESS TO CHAIRMAN OF THE AUDIT COMMITTEE

The Whistle Blower shall have right to access Chairman of the Audit Committee directly in exceptional cases and the Chairman of the Audit Committee is authorized to prescribe suitable directions in this regard

COMMUNICATION

Directors and Employees shall be informed of the Policy by publishing on 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 5 (five) years or such other period as specified by any other law in force, whichever is more.

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 Directors and employees unless the same is communicated in the manner described as above.