1) Preface:

The Company believes in the conduct of its affairs in a fair and transparent manner by adopting highest standards of professionalism, integrity and ethical behaviour. Towards this end, the Company has adopted the Tata Code of Conduct which lays down the principles and standards that should govern the actions of the Company and their employees. Any actual or potential violation of the TCOC, howsoever insignificant or perceived as such, would be a matter of serious concern for the Company. The role of employees in pointing out such violations of the TCOC cannot be undermined. This is evident from clause no. 25 of the TCOC which states as follows:

“Every employee of a Tata Company shall promptly report to the Management when she/he becomes aware of any actual or possible violation of the Code or any event of misconduct, act of misdemeanor or act not in Company’s interest, which could affect the business or reputation of his/her or any other Tata Company”.

Clause 49 of the amended Listing Agreement provides for a non-mandatory requirement for all listed companies to establish a mechanism called “whistle Blower Policy” for employees to report to the Management instances of unethical behaviour actual or suspected, fraud or violation of the Company’s Code or ethics policy.

Accordingly, a ‘Whistle Blower Policy’ was formulated with a view to provide a mechanism for employees of Tata Metaliks to approach the MD/ Ethics counsellor (s) / Chairman of the Audit Committee. In regard to the matters relating to MD, it is to be addressed to the Ethics Counsellor (s) / Chairman of the Board.

The address of the Ethics Counsellor (s) are as follows :

All the protected disclosures should preferably be reported in writing so as to ensure a clear understanding of the issues raised and should either be typed or written legibly in English, Hindi or in the regional language of the place of employment of the Whistle Blower.

2) Constitution of the Committee

The Company has re-constituted a Whistle Blower Protection Committee. The members of the committee are :

1. Chief of Corporate Governance - Chairman
2. GM (Redi) - Member
3. Chief Manufacturing Systems, Kharagpur Works - Member
4. Chief HR (Corporate) - Member
5. Ethics Counselor of KGP and Redi – Convenor - Member

3) Scope

This Policy is an extension of the Tata Code of Conduct. Therefore, all employees who are in the permanent rolls of the Company are eligible to make protected disclosures under the Policy relating to matters concerning the Company.

4) Nature of disclosure and Protection there from

In case an employee feels that he/she has been victimized in employment related matters because of reporting about a violation of the code, he/she can submit a grievance to the Ethics counsellor giving specific details of the victimization allegedly suffered by him/her. All such grievances will be examined by the aforesaid Whistle Blower Protection Committee. The committee will meet at regular intervals and examine the grievances on their merits. The Committee will also conduct necessary investigation of the grievances and recommend to the management for such corrective action as they deem fit.

While the Management is determined to give appropriate protection to the genuine Whistle Blower, the employees, at the same time are advised to refrain from using this facility for furthering their own personal interest with a mala fide intention or to make protected disclosure which are subsequently found to be frivolous, baseless, malicious or reported otherwise than in good faith. In that event, the employees will make themselves liable for appropriate disciplinary action as per the relevant service rules / Standing Order of the company.

This supersedes our earlier Whistle Blower Policy (version no. 2) dated 1st Aug. 2006.