ANTI-BRIBERY AND ANTI-CORRUPTION POLICY

1. Introduction:

Mergen is focused on promoting transparency and accountability in all matters of business. In order to achieve this, Mergen has implemented stringent policies and procedures which ensure legal compliance as well as ethical conduct at all times. To uphold these values, the company has zero tolerance towards bribery, embezzlement, or any form of corruption.

In addition, Mergen seeks to cultivate a culture that encourages openness and discourages any form of illegal activity. The company has adopted several initiatives such as regular internal control reviews and anti-corruption training to help employees be aware of the potential risks associated with unethical practices.

The goal is to ensure that Mergen's reputation remains intact by being compliant with local laws, regulations, and ethical standards. Mergen is committed to not just reaching, but exceeding the requirements and expectations of all stakeholders, including clients, suppliers, and shareholders.

By taking these steps, Mergen is assuring everyone that it stands by its commitment to transparency and accountability in all matters of business. This helps build trust with the public and reinforces the company's mission of doing business responsibly. Mergen has also established a comprehensive whistleblowing system that employees can use to report any suspicious behavior they may encounter while carrying out their duties. The system allows employees to submit anonymous reports on potential misconducts such as bribery or fraud without fear of reprisal or retribution from ellow colleagues or management staff. All reported cases are investigated thoroughly and appropriate action.

2. Purpose:

Mergen recognizes that bribery and corruption can severely undermine the reputation of organizations, individuals, and countries. Therefore, Mergen has adopted a zero-tolerance policy for any form of bribery or corruption by its staff members and those associated with it. Every individual affiliated with Mergen must refrain from offering, promising, giving, demanding, accepting, or authorizing any form of bribe or kickback. Any attempt to influence a decision through improper means, including the offering of gifts with an expectation of undue advantage, is prohibited.

Individuals affiliated with Mergen and those associated with it in any way must always adhere to the highest standards of ethical conduct when carrying out their duties and responsibilities on behalf of Mergen. Any violation of this policy will result in disciplinary action, which may include suspension or termination of employment/contract and referral for legal actions.

Mergen will ensure that it has adequate procedures in place to prevent any instances of bribery and corruption by its staff members, partners, and those associated with it. We are fully committed to combating bribery and corruption in all its forms and we expect our staff, partners, and those associated with us to share this commitment. We are obliged to comply with all applicable laws, regulations, and standards regarding anti-bribery and corruption in all the countries where Mergen carries out its operations.

3. Scope:

This policy outlines the expectations with respect to ethical behavior, compliance with legal and regulatory requirements, maintaining the confidentiality of information, and accounting practices adopted by all staff members, ad-hoc staff, Advisers, Consultants, Suppliers, Partners, and Individuals acting on behalf of Mergen. All concerned persons should ensure that they comply with the principles and procedures herein.

Mergen is committed to conducting its business operations with the highest standards of integrity, respect for laws and regulations applicable in countries where it operates, ethical values, and corporate governance practices. The Society requires that all staff members, ad-hoc staffs, Advisers, Consultants, Suppliers, Partners, and Individuals acting on behalf of Mergen conduct themselves with honesty, integrity, and in accordance with the highest ethical standards.

4. Statement:

• At Mergen, we are committed to doing business with integrity and upholding the highest standards of ethical conduct. We believe that by taking a zero-tolerance approach to bribery and unethical inducement, we can create a strong culture of trust and respect in our workplace.
• We have zero tolerance for any activities which might lead to, or suggest, a conflict of interest with Mergen's activities. We have a clear and comprehensive Code of Conduct which outlines our expectations for all staff, ad-hoc staff, advisers, consultants, suppliers, partners, and individuals acting on behalf of Mergen.
• We expect all those working with us to comply with our anti-bribery policy, particularly in relation to any forms of payment, including facilitation payments and kickbacks. These activities are strictly prohibited and any breach of our policies is likely to result in serious consequences for the individual or company involved.
• We take all complaints of bribery, unethical inducement, or payment very seriously and investigate them thoroughly. should any breach be found, we will act swiftly to ensure that appropriate action is taken.

5. Prohibited Activities:

• Any employee found to be in violation of this policy is subject to disciplinary action, including but not limited to dismissal and/or legal action. Mergen takes a zero-tolerance approach towards bribery and corruption and any staff or individual acting on behalf of Mergen must report any suspected incidents of bribery or corrupt practices immediately.
  
  Mergen's commitment to ethical behaviour also extends beyond its own operations. Suppliers and other third parties acting on behalf of Mergen must also comply with anti-bribery laws and regulations, as well as all policies and procedures laid out by the company. If an act of bribery or corruption is discovered among these third parties, appropriate action will be taken against them, which may include the termination of contracts
• This policy requires employees acting on behalf of Mergen:
  • a) Employees must not offer, promise, or make any bribe or unauthorized payment, or inducement of any kind to anyone for the purpose of obtaining a business advantage. Such behaviour is strictly prohibited and may have legal consequences. We take a zero-tolerance approach to bribery and corruption and will actively investigate reported incidents.
  • b) It is unacceptable for any of our employees or representatives to use bribery or corrupt practices of any kind to solicit business, influence decisions, or give an unfair advantage. This prohibition against bribery and corruption applies not only to suppliers but also to customers, government officials, competitors, and other third parties.
  • c) We at Mergen strongly believe that bribery, in whatever form, is a serious crime and an unacceptable practice. We have policies and procedures in place to ensure that any kind of unethical behaviour is not tolerated within our organisation.
  • d) It is important to always remain firm in the refusal of any type of bribe or unusual payment. This can be done through a clear and direct statement that such an offer will not be accepted, followed by an explanation as to why it is inappropriate. In the event that a bribe or unusual payment has been offered, it is essential to report this immediately.
  • e) At Mergen, we take a zero-tolerance approach to facilitation payments. Under no circumstances should any employee or a third party acting on our behalf make such a payment. We have established robust internal policies and procedures to ensure that all of our operations are conducted in compliance with relevant laws and regulations, including those prohibiting facilitation payments.
  • f) Any suspected or actual violations of this policy should be reported immediately to the appropriate individuals, such as the Office of Compliance and Ethics, human resources personnel, or other individuals designated in writing. All reports will be handled with professionalism and respect for privacy rights. Depending on the nature of the violation, employees may be required to provide additional information or documentation

6. Criminal Offence (as defined in IPC):

• It is a criminal offence to:
  • a) Offer a bribe
  • b) Accept a bribe
  • c) Fail to prevent a bribe (only applies to commercial organizations)
• Employees, consultants, suppliers, partners and any individuals acting on behalf of Mergen should be made aware that if they are found guilty by a court of committing bribery, embezzlement or fraudulence an individual could face prosecution as per the norms of IPC (Indian Penal Code)

7.Gifts and Hospitality:

Mergen recognizes that in the normal course of business, it may sometimes be appropriate and necessary to give or receive gifts or hospitality. When this is done without any mala-fide intentions and nothing is expected in return, it can help form positive relationships with third parties, provided that such actions are proportionate and properly recorded.

8. Raising a Concern:

• Mergen is committed to preventing bribery and corruption in all forms. It is the policy of Mergen that employees and individuals acting on behalf of Mergen shall not offer, solicit or accept bribes, either directly or indirectly. We expect all our staff to adhere to this policy and take steps to ensure their own behaviour does not contravene it.
• Mergen takes all reports of bribery and corruption seriously and has procedures in place for employees and individuals to raise such concerns. All reports are treated sensitively, confidentially, and without fear of reprisal. Mergen will ensure that any employee or individual acting on its behalf is protected from discrimination or victimisation if they raise a concern in good faith.
• Mergen is committed to the highest standards of ethical behaviour and integrity. We expect all our employees to not only comply but also take responsibility for themselves and those around them when it comes to upholding this code of conduct. Our organisation has made it a priority to monitor closely any instance of bribery or corruption that may arise, and our management will take appropriate remedial steps immediately if such an instance is identified. We also have our own system of investigating all employees for any violation of service conduct, including financial irregularities, corruption, fraud, or embezzlement. If charges are proved to be true, the delinquent may face disciplinary action depending on the severity of the offence committed.

9. Review of this policy:

The Audit and Executive Council will assess the appropriateness of the Anti-Fraud Policy in light of changes in applicable laws and regulations, industry best practice principles, or other developments that may affect its efficacy. The Council may make changes to the policy as required during this process.

Anti-slavery and Anti-human Trafficking Policy

Modern slavery is a crime and a violation of fundamental human rights. It takes various forms, such as slavery, servitude, forced and compulsory labour, and human trafficking, all of which have in common the deprivation of a person’s liberty by another in order to exploit them for personal or commercial gain.

The Company has a zero-tolerance approach to modern slavery, and we are committed to acting ethically and with integrity in all our business dealings and relationships and to implementing and enforcing effective systems and controls to ensure modern slavery is not taking place anywhere in our own business or in any of our supply chains. We are also committed to ensuring there is transparency in our own business and in our approach to tackling modern slavery throughout our supply chains, consistent with our disclosure obligations under The Indian Slavery Act of 1843 & The Bonded Labour System (Abolition) Act of 1976.

We expect the same high standards from all our contractors, suppliers, and other business partners, and as part of our contracting processes, in the coming year we will include specific prohibitions against the use of forced, compulsory, or trafficked labour, or anyone held in slavery or servitude, whether adults or children, and we expect that our suppliers will hold their own suppliers to the same high standards.

This policy applies to all persons working for us or on our behalf in any capacity, including employees at all levels, directors, officers, agency workers, seconded workers, volunteers, interns, agents, contractors, external consultants, third-party representatives, and business partners.

This policy does not form part of any employee’s contract of employment, and we may amend it at any time.

Responsibility for the policy

The Company has overall responsibility for ensuring this policy complies with our legal and ethical obligations, and that all those under our control comply with it. The Company has primary and day-to-day responsibility for implementing this policy, monitoring its use and effectiveness, dealing with any queries about it, and auditing internal control systems and procedures to ensure they are effective in countering modern slavery.

Management at all levels is responsible for ensuring those reporting to them understand and comply with this policy and are given adequate and regular training on it and the issue of modern slavery in supply chains. You are invited to comment on this policy and suggest ways to improve it. Comments, suggestions and queries are encouraged and should be addressed to the Managing Director.

Compliance with the policy:

The identification, detection, and reporting of modern slavery in any aspect of our operations or supply chains is a shared responsibility among all individuals employed by or under the control of our organization. It is imperative that you refrain from engaging in any activities that could potentially violate this policy. In the event that you become aware of, or have reason to suspect, a potential conflict with this policy, it is essential that you promptly notify either your immediate supervisor or a director within the company. By doing so, we can promptly address and mitigate any concerns to ensure compliance and uphold our commitment to ethics and compliance.

You are encouraged to raise concerns about any issue or suspicion of modern slavery in any parts of our business or supply chains of any supplier tier at the earliest possible stage. If you believe or suspect a breach of this policy has occurred or that it may occur, you must notify your line manager or company Director OR report it in accordance with our Whistleblowing Policy as soon as possible.

You should note that where appropriate, and with the welfare and safety of local workers as a priority, we will support and guide our suppliers to help them address coercive, abusive and exploitative work practices in their own business and supply chains. If you are unsure about whether a particular act, the treatment of workers more generally, or their working conditions within any tier of our supply chains constitutes any of the various forms of modern slavery, raise it with your line manager or company Director.

We aim to encourage openness and will support anyone who raises genuine concerns in good faith under this policy, even if they turn out to be mistaken. We are committed to ensuring no one suffers any detrimental treatment because of reporting in good faith their suspicion that modern slavery of whatever form is or may be taking place in any part of our own business or in any of our supply chains.

Detrimental treatment includes dismissal, disciplinary action, threats, or other unfavorable treatment connected with raising a concern.

If you believe that you have suffered any such treatment, you should inform your line manager immediately. If the matter is not remedied, and you are an employee, you should raise it formally using our Grievance Procedure.

This Modern (Anti) Slavery Policy and Statement is intended for businesses in all countries, especially INDIA; and was brought to you by Mergen Corporates Private Limited.

Communication & awareness of this policy:

Training on this policy, and on the risk, our business faces from modern slavery in its supply chains, forms part of the induction process for all individuals who work for us, and updates will be provided using established methods of communication between the business and you. Our zero-tolerance approach to modern slavery must be communicated to all suppliers, contractors, and business partners at the outset of our business relationship with them and reinforced as appropriate thereafter.

Breaches of this policy:

Any employee who breaches this policy will face disciplinary action, which could result in dismissal for misconduct or gross misconduct. We may terminate our relationship with other individuals and organizations working on our behalf if they breach this policy.