Anti Bribery Policy

1. Policy Statement

Virtuous Assistant and Cloud Technologies Private Limited maintains an Anti-Bribery Policy prohibiting any improper or unethical payment to government officials or a party to a private commercial transaction anywhere in the world by any Virtuous Assistant officer or associate (together, simply “Virtuous Associates”) or Agent (as defined below) of Virtuous Assistant. This Anti-Bribery Policy is designed to comply with the requirements of the Prevention of Corruption Act, 1988 India, all other laws of Govt of India, and the anti-bribery laws of those other jurisdictions in which we do business. These laws generally prohibit bribes, kickbacks, or illegal payments to influence business transactions and require ADP to maintain accurate books and records and a system of internal controls

2. Policy Purpose

• No Virtuous Associate or Agent, consultant, representative, contractor, or anyone acting on behalf of Virtuous Assistant (collectively “Agent”) has the authority to offer, promise, give, or authorize payments of money or anything else of value, whether directly or indirectly, to a government official or a participant in a private commercial transaction to improperly induce that person to affect any act or decision, to do or omit to do any act in violation of their duty, or to secure an improper advantage in a manner that will assist Virtuous Assistant or any of its subsidiaries or divisions, or any of its Associates, agents, or anyone else to obtain or retain business (“Prohibited Payments”).

• Every Virtuous associate and agent has the obligation to record accurately and fairly all of their transactions involving any expense of Virtuous Assistant or any other transaction involving the disposal or transfer of Virtuous assets, including submitting and keeping accurate supporting documentation

In addition to direct payments of money, other examples of Prohibited Payments include the following made at the direction, or for the benefit, of a government official or a commercial business partner:

• gifts, or travel, meals, entertainment or other hospitality expenses

• contributions to any political party, campaign, candidate for office or party official

• employment, whether paid or unpaid (e.g., internships); or

• charitable contributions and sponsorships.

Facilitating payments are not authorized by this Policy. These are payments of small amounts to a government employee to expedite or secure performance of a routine, non-discretionary governmental action, such as obtaining visas, permits and licenses, police protection or utility services in a foreign country. This Policy does not prohibit payments of official fees, which are standard, published fees available to parties and paid to governmental offices or agencies (rather than directly to government employees) in order to obtain non-discretionary governmental actions, such as legitimate filing fees.

3. Policy Scope

The Anti-Bribery Policy extends to Virtuous Assistant’s operations anywhere in the world, including all subsidiaries, divisions, or Agents, as well as to any joint venture, consortium or other business enterprise in which Virtuous Assistant is a participant. The Anti-Bribery Policy is applicable to Virtuous associates and Agents in performing Virtuous Assistant’s business, as well as in connection with any corporate and business unit programs, events, campaigns and other initiatives

A. Penalties

Violations by any Virtuous associate of anti-bribery laws or this Policy will result in progressive discipline, up to and including possible termination of such associate’s employment or an Agent’s contract with ADP.

Violations by any Virtuous associate or agent can also result in severe penalties for both Virtuous Assistant and such individuals.

List of Violations covered as per below:-

Powers And Punishments For Corruption Under Various Statutes In India

Section 7 of PCA, 1988:

This section makes any form of acceptance, obtainment or attempt to obtain any undue advantage by the public servant from any person or third party as a punishable offence with imprisonment from three to seven years and fine.

Section 7A of PCA, 1988:

This section makes the bribe-giving a punishable offence, it provides that any kind of acceptance or attempt to obtain from any other person by using your personal influence to induce the public servant to deter from his duty or to perform it dishonestly or improperly is punishable with imprisonment of three years to seven years and fine.

Section 8 of PCA, 1988:

This section also makes any kind of bribery or promise to give undue advantage to any public servant a punishable offence with imprisonment upto seven years or fine or both. That it is provided that this section shall not apply to a person who has been compelled to give such undue advantage on the condition that he informs the law enforcement agencies within seven days from the date of giving such bribe.

Section 9 of PCA, 1988:

That this section makes bribing a public servant by commercial organization a punishable offence with fine, the amount of fine is not mentioned which is to be calculated and imposed by the court of case to case basis considering the gravity and sensitivity of the offence.

Section 10 of PCA, 1988:

This section is an extension to the above section 9, which states that, if the offence U/s. 9 is proved in the court of law that it has been committed with the consent or convenience of the Director, Secretary, Manager or any other officers of the organization, then such persons will be officers in default in the eyes of law and they will liable to be proceeded for the offence under this section, being punishable with imprisonment from three years to seven years and fine.

Section 12 of PCA, 1988:

This section makes abetment of any offence under PCA a punishable offence with imprisonment from three years to seven years and fine, and in this case it is immaterial weather the offence is actually committed or not, mere attempt to commit the offence is punishable under this section.

Section 13 of PCA, 1988:

That this section makes any kind of criminal misconduct by a public servant a punishable offence with imprisonment from four years to ten years and fine, the criminal misconduct includes dishonest conversion of property into his own use which is entrusted to him (also criminal breach of trust) or intentionally enriching himself, i.e. accumulating wealth more than his legal sources of income i.e. through corruption and bribery.

Section 14 of PCA, 1988:

This section provides punishment for habitual offender under this act, which states that any person already convicted under the act if subsequently commits the offence again, then it shall be punishable with imprisonment from five years to ten years and fine.

Section 4 of PMLA, 2002:

That this section provides punishment for money laundering which means directly or indirectly attempt to indulge or knowingly assisting in a process or activity connected with the proceeds of crime and projecting is as an untainted property, an offence punishable with imprisonment from three years to seven years and fine which may extend to Rs. 5 Lacks.

Section 5 of PMLA, 2002:

That this section provides provisional attachment of any property for maximum ninety days by the Director or Deputy Director (agency appointed under this section) if they believe that any person is in the possession of proceeds of crime or is charged of having committed a scheduled offence.

Section 17 of PMLA, 2002:

The section provides the power of search and seizure of articles/properties which the Director believes to be procured via money laundering, or believes to be the proceeds of crime and any record relating to money laundering.

Section 19 of PMLA, 2002:

The section enunciates the powers of arrest vested in the Director/Deputy Director/Assistant if they have believe that any person has committed an offence under this section, and after informing the person regarding the grounds of arrest, the person will be taken to the Judicial Magistrate/Metropolitan Magistrate as the case may be within the period of twenty-four hours excluding the time of journey.

Section 20 of PMLA, 2002:

The section vests powers in the hands of Director or any officer authorized by him, if necessary for the purpose of adjudication to retain the property for a period of 90 days, which will be restituted back if it is found to be not procured through money laundering, back to the owner after the period of retention ceases to operate.

Section 50 of PMLA, 2002:

The section vests the power of civil court in the Director to summon, take oath on attendance, enforcing attendance, compelling the production of records, receiving the evidence of affidavits, issuing commissions, etc. to all the persons who according to his opinion is being connected with the case.

Section 70 of PMLA, 2002:

The act provides that of the offence under PMLA is committed by any company and it is proved that has been committed with the convenience and consent or attributable negligence of the Director, Secretary, Manager, any other officer, than all the persons under this section will be liable to vicariously prosecuted for the commitment of the offence.

Section 34 of FCRA, 2010:

The section makes any kind of payment, delivery, transfer or dealing of any manner of any article or currency whether Indian or Foreign, in contravention to the prohibitory order U/s. 10 of the Act, a punishable offence with imprisonment upto three years or fine or with both.

Section 35 of FCRA, 2010:

The section makes any kind of acceptance or abetment by any person in accepting any foreign contribution including any political party from a foreign source a punishable offence for a term which may extend to five years or with fine or both.

Section 39 of FCRA, 2010:

The section makes the offence committed by the company with the consent, knowledge and convenience of the secretary, manager or director if proved in court of law, a punishable offence.

Section 27 of Prohibition of Benami Property Transactions Act, 1988:

The section provides power of the Adjudicating Authority to confiscate the benami property when an order of recognition U/s. 26 of the Act is passed, for such appropriate period as it thinks fit, and till then the rights and title shall absolutely vest in the Central Government.

Section 53 of Prohibition of Benami Property Transactions Act, 1988:

The section provides that any kind of involvement or abetment into benami transaction which means the procurement of property from some fictious name or held by one person and consideration paid by other subject to the mentioned exceptions, punishable with rigorous imprisonment from one year to seven years along-with fine which may extend to 25% of the Fair Market Value (FMV) of the property.

Section 54 of Prohibition of Benami Property Transactions Act, 1988:

The section provides that if any person gives any false statement or produces any false documents before any authority established under the Act, knowing it to be false, when he is bound to state the true facts, will be punishable from rigorous imprisonment with minimum of six months to seven years and fine which may extend to 10% of Fair Market Value (FMV) of the property.

B. Gifts, Travel, Entertainment and Other Expenses

Government Officials

This policy prohibits making, authorizing, or offering Prohibited Payments to any person. Virtuous Assistant doesn't permit even items which are considered as modest gifts and the value of less than INR 500.00

C. Third Parties’ Compliance with Virtuous Assistant’s Anti-Bribery Policy

Virtuous Assistant’s obligation of ethical and legal behavior includes and encompasses the activities of Virtuous’s agents, and business partners (including joint venture partners). Virtuous Assistant may be held accountable for the actions of third parties doing business in any market on behalf of Virtuous Assistant, so every associate, Agent and business partner must remain vigilant to ensure such third party’s actions are consistent with this Policy. Willful ignorance of facts or circumstances which make it likely that bribery could be occurring will be a violation of this Policy and may amount to a violation of anti-bribery laws.

Before establishing a relationship with any third party to represent Virtuous Assistant in any marketplace, sufficient due diligence must be performed to determine that the third party’s commitment to ethical business practices is consistent with Virtuous Assistant’s high standards, this Policy and the Virtuous Assistant Vendor Code of Conduct. Any arrangement with such third party should include proper contractual provisions and monitoring procedures to ensure compliance with anti-bribery laws and consistency with Virtuous Assistant's Anti-Bribery Policy. Particular care should be taken in any instance where the third party has interactions with government officials in the performance of its services on behalf of Virtuous Assistant.

D. Red Flags

Among many other situations, the following situations, whether or not involving a government official, could expose Virtuous Assistant and the individuals involved to a risk of a violation of anti-bribery laws and/or the Code of Business Conduct & Ethics and this policy, and must be reported as set forth below:

• Requests or demands for a bribe.

• Requests from a third party for Virtuous Assistant to make payments (or portion of a payment) on behalf of the third party to someone else.

• Requests or suggestions that Virtuous AssistantP make a charitable donation to a particular charity as a condition to any legitimate business purpose Virtuous Assistant is pursuing.

• Requests for employment, whether paid or unpaid (such as an internship), either on his or her own behalf or on behalf of another as a condition to any legitimate business purpose Virtuous Assistant is pursuing.

• A person with whom Virtuous Assistant is dealing has a reputation for receiving or giving questionable payments.

• A demand or strong suggestion that a particular local representative should be retained for any purpose or a request by a government official that Virtuous Assistant hire a particular person or contract with a particular company.

• A non-governmental person with whom Virtuous Assistant is dealing has a known family or other significant relationship with government officials.

• A request for an unusual or excessive payment, such as a request for over-invoicing, unusual up-front payments, or a request for payments to be made to a third party (or to a third country), to a foreign bank account, in cash or otherwise untraceable funds.

• A proposed agent or representative has little or no expertise or experience in the area (whether geographic, professional or otherwise) in which it will represent Virtuous Assistant.

• A proposed agent or representative refuses to provide written assurances that he or she will not make any improper payments.

• A proposed agent or representative requests an unusually high commission.

• A proposed agent or representative fails to provide standard or accurate invoices.

• A potential governmental customer requests an unusual credit or rebate with or from Virtuous Assistant in return for its business.

• Unusual bonuses, success fees, or other amounts paid to agents or representatives of Virtuous Assistant.

E. Reporting Violations

Your conduct can reinforce an ethical atmosphere and positively influence the conduct of fellow associates. If you are aware of or suspect misconduct, including a violation of any applicable law, you must report it to the appropriate level of management.

You may also contact Virtuous Assistant Global Ethics, your local Human Resources team, the Legal Department

A failure to report known or suspected wrongdoing in connection with Virtuous Assistant’s business of which an Virtuous associate or agent has knowledge may, by itself, subject that individual to disciplinary action up to and including termination of employment.

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