1. PREFACE

Quatrro Holdings, Inc. (QBSS) is committed to the highest standards of moral and ethical integrity, transparency and propriety in all its dealings. QBSS believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior. At QBSS, the Code of Business Ethics (“Code”) lays down the principles and standards that should govern the actions of the Company and all its employees. Any actual or potential violation of the Code, howsoever insignificant or perceived as such, could be a matter of serious concern for the Company. The role of the employees in pointing out such violations of the Code cannot be undermined.

2. OBJECTIVES

The objective of the Policy is to encourage and support the reporting of concerns about issues like unethical behavior, grave misconduct, fraud, bribery, leak of unpublished price sensitive information (“UPSI”) and actual or suspected fraud or violation of the Code. Employees are encouraged to use guidance provided by this Policy for reporting all allegations of suspected improper activities. In all instances, QBSS retains the prerogative to determine when circumstances warrant an investigation and, in conformity with this Policy and applicable laws and regulations, the appropriate investigative process to be employed.

3. APPLICABILITY

The Policy is applicable to all the employees of QBSS and its subsidiaries, including the directors of the company. The Policy should not be used in place of the Company grievance procedures and should not be a route for raising malicious or unfounded allegations against colleagues.

4. UNETHICAL PRACTICE OR GRAVE MISCONDUCT

Unethical practice or grave misconduct means, but is not limited to, conduct that results in a violation of law by the Company or in a substantial mismanagement of Company resources, and if proven, constitutes a criminal offence or reasonable ground for dismissal of the person engaging in such conduct. It also includes any unethical practice or any questionable accounting/ audit matters, fraudulent practices or UPSI.

The Policy covers malpractices and events which have taken place or are suspected to have taken place, involving abuse of authority, breach of contract, negligence causing substantial and specific danger to public health and safety, manipulation of company data/ records, financial irregularities, including fraud, or suspected fraud, criminal offence, pilfering of confidential/ proprietary information, leak of UPSI, deliberate violation of law/ regulation, wastage/ misappropriation of company funds/ assets, breach of the Code and any other unethical, biased and imprudent event.

The Policy is also applicable to any unethical conduct, whether existing or suspected, within the Company’s business or supply chains.

In case of any dispute regarding applicability of this Policy to a particular conduct or practice, the decision of The Board or its Committee will be final.

5. POLICY

Employees are encouraged to inform the Company about any unethical practice or grave misconduct, past or present, and report such event to the Legal/Compliance Officer. The unethical practice or grave misconduct can be reported through a letter to the Legal/Compliance Officer at QBSS office and marked Confidential or through e-mail to [email protected]. Where an employee wishes to report an observed unethical practice or grave misconduct under this Policy, the Company encourages the reporter to identify themselves so that it would enable the Company to reach out to the employee if there are further questions or information needed to properly investigate the report.

All reported events will be considered seriously and will be promptly investigated. The specific action to be taken in any case depends on the nature and gravity of the conduct or circumstances reported and the quality of the information provided.

Where a reporting employee has chosen to remain anonymous, the Company may only be able to investigate the matter based on the information provided by the employee or as may be available otherwise. In such a case, The Board or its Committee Chairman/ Legal Officer may, after a review of the facts available at their disposal, determine if it is possible to properly investigate the matter. If they determine that it is not possible to properly investigate the matter with the available information, they may decide to close the investigation suitably.

6. REPORTING

To facilitate investigation, the employee reporting an unethical practice or grave misconduct may be requested to document the facts in writing. If the employee feels that he/she has been subjected to discrimination, retaliation or harassment for having reported an unethical practice or grave misconduct under this Policy, he/she must immediately report the fact to the Board of Directors or The Board or its Committee.

All the complaints received by the Legal/Compliance Officer under this Policy will be investigated within 30 days, on a best effort basis. Any extension in the timeline will be intimated to the Chairman of The Board or its Committee and the Complainant.

A quarterly report with the number of complaints received under the Policy and their outcome shall be placed before the Board or its Committee for review.

7. INVESTIGATION PROCESS

1. All complaints received under this Policy will be promptly and thoroughly investigated by the Legal/Compliance Officer.
2. If initial enquiries by the Legal/Compliance Officer indicate that the concern has no basis, or it is not a matter to be investigated under this Policy, it may be dismissed at this stage and the decision is documented and should be communicated to the person who had lodged the complaint. The reason for dismissing the complaint, without further investigation, should be documented. Where an employee has chosen to remain anonymous, as a general practice, no intimation would be made to the anonymous complainant.
3. Where initial enquiries indicate that further investigation is necessary, this will be carried out by the Legal/Compliance Officer. The investigation would be conducted in a fair manner, as a neutral fact-finding process and without presumption of guilt. A written report of the findings would be made.
4. The investigation report along with disciplinary action as the Legal/Compliance Officer may think fit and preventive measures to avoid reoccurrence of the matter shall be prepared within 30 days from the receipt of the complaint, on a best effort basis. Any extension in the timeline will be intimated to the Chairman of the Board or its Committee and the Complainant.
5. In case the complaint pertains to leak of UPSI or suspected leak of UPSI, the investigation shall be held by a committee comprising the Legal/Compliance Officer, Company Secretary and the Chief Financial Officer or the person(s) discharging the duties of these positions. In the event any of the said persons are conflicted in the matter, such persons shall recuse themselves from the committee proceedings in respect of concerned matter and remaining non-conflicted members may induct other non- conflicted persons to participate in the committee proceedings in place of the conflicted members. The committee should endeavor to conclude the inquiry within two months of becoming aware of the leak or suspected leak. The committee shall inform the Board of Directors and applicable regulatory authority promptly of such leaks, inquiries and result of such inquiries.
6. Depending upon the seriousness of the matter, the Legal/Compliance Officer may inform the Board or its Committee within 30 days from the date of the complaint with proposed disciplinary action/ counter measures for necessary action. The Board or its Committee may decide the matter as it deems fit within the next 30 days. The decision of the Board or its Committee would be final and binding. This communication may be addressed to “The Board of Directors- Chairman, QBSS Holdings Inc., 1850 Parkway Place SE, Suite 1100, Marietta, GA 30067.” The decision of the Board or its Committee would be final and binding.
7. In exceptional cases, where the complainant is not satisfied with the outcome of the investigation and the decision of the Legal Officer, he/she can make a direct appeal to the Chairman of the Board in writing.
8. All information disclosed during the investigation shall be kept confidential, except as necessary to conduct the investigation and take any remedial action in accordance with applicable laws. All employees have a duty to cooperate in the investigation and provide information, failing which they shall be subject to disciplinary action, including termination of employment.
9. In case of repeated frivolous complaints being filed by a complainant, the Legal/Compliance Officer may take suitable action against the concerned complainant, including reprimand.
10. In the event the unethical practice or grave misconduct referred to in a complaint raised by an employee pertains to a client, the information will also be provided to the relevant authority of the client for necessary action to be taken by the client.

8. ACTION

If, at the conclusion of the investigation, it is determined that a violation of Company policy has occurred, the Company will take effective remedial action commensurate with the severity of the offense as may be suggested by the Compliance Officer/ Board or its Committee. This action may include disciplinary action against the accused party and/or termination of employment with the Company without prejudice to the Company’s right to take legal action against the accused employee. Necessary steps will also be taken to prevent further violations of Company Policy.

9. DISCRIMINATION, RETALIATION OR HARASSMENT

The Company strictly prohibits any discrimination, retaliation or harassment against any person who either reports an unethical practice or grave misconduct or participates in the investigation process. Any complaint about involvement of any employee in discrimination, retaliation or harassment of the person reporting an unethical practice or grave misconduct or participating in the investigation process shall be promptly and thoroughly investigated. The investigation shall be completed within 30 days of receipt of such complaint, on a best effort basis. Any extension in the timeline will be intimated to the Chairman of the Board or its Committee and the Complainant. If a complaint of discrimination, retaliation or harassment is substantiated, appropriate disciplinary action shall be taken.

10. DISCLOSURE

The Company will disclose the details of this Policy in its Board’s Report and upload this Policy on its website.

11. POLICY REVIEW

In case of any subsequent changes in the provisions of the Federal and/or State laws in United States or India, or any other regulations which makes any of the provisions in the Policy inconsistent with such laws, acts or regulations, then the provisions of such laws, act or regulations would prevail over the Policy and the provisions in the Policy would be modified in due course to make it consistent with applicable law.

This Policy shall be reviewed by the Board or its Committee as and when any changes are to be incorporated in the Policy due to change in regulations or as may be felt appropriate by the Committee. Any changes or modification in the Policy as recommended by the Committee would be given for approval of the Board of Directors.

This Policy is dated January 01, 2021.

ABOUT QBSS

QBSS is a tech enabled outsourcing firm that’s changing the way companies think about finance and accounting, and technology services. You get world-class teams combined with highly personal service, and a portal that lets you see and manage everything online. The trouble with most back-office outsourcing solutions is that they leave you with too many missing pieces – in the client experience, in the work delivered, in the reporting you receive, and more. With smarter systems and over 850 specialists in fields ranging from finance to IT support and strategy, QBSS helps you see further, scale smarter, and stand stronger. And that’s why we consistently achieve over 90% customer satisfaction ratings.