Whistle Blower Policy

Whistleblower Policy
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1. PREFACE

Zuventus Healthcare Limited (ZHL) believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. ZHL is committed to developing a culture where it is safe for all employees to raise concerns about any poor or unacceptable practice and any event of misconduct or violation of law in force.

As per the provisions of Section 177 of the Companies Act, 2013, the Company is required to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed. And such a vigil mechanism shall provide for adequate safeguards against victimization of persons who use such mechanism and also make provision for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

This Vigil Mechanism/Whistle Blower Policy (the Policy) has been formulated to enable all employees and directors to raise concern against any malpractice such as immoral, unethical conduct, fraud, corruption, non-compliances/wrong practices, violation of law, potential infractions of the Code of Conduct of the Company and alike.

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2. OBJECTIVE

To create enduring value for all stakeholders and ensure the highest level of honesty, integrity and ethical behaviour in all its operations and to outline the procedure for reporting, handling, investigating and deciding on the course of action to be taken in case any actual or suspected inappropriate conduct is reported.

The Policy encourages all the employees to report suspected or actual occurrence(s) of illegal, unethical or inappropriate events (behaviours or practices) that affect Company's interest / image. Under the policy, the customers, agencies, contractors, vendors, suppliers and/or any of their employees or any other stakeholders of the Company can also report such events to the Company.

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3. DEFINITIONS

i. “Alleged wrongful conduct” shall mean violation of law, infringement of Company’s rules, misappropriation of Company’s assets or monies, actual or suspected fraud, substantial and specific danger to public health and safety or abuse of authority.

ii. “Audit Committee” means a Committee in accordance with the Provisions of Section 177 of the Companies Act, 2013.

iii. “Board” means the Board of Directors of the Company.

iv. “Company” means the Zuventus Healthcare Limited.

v. “Disciplinary Action” means any action that can be taken on the completion of/during the investigation proceedings including but not limiting to a warning, imposition of fine, suspension from official duties or any such action as is deemed to be fit considering the gravity of the matter.

vi. “Employee” means all the employees and Directors of the Company and its subsidiaries, if any.

vii. “Protected Disclosure” means a concern raised through a written communication and made in good faith which discloses or demonstrates information about an unethical or improper activity with respect to the Company. It should be factual and not speculative or in the nature of an interpretation / conclusion and should contain as much specific information as possible to allow for proper assessment of the nature and extent of the concern.

viii. “Subject” means a person or group of persons against or in relation to whom a Protected Disclosure is made or evidence gathered during the course of an investigation.

ix. “Whistle Blower” is any Stakeholder who makes a Protected Disclosure under this Policy and also referred in this policy as complainant.

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4. SCOPE

This Policy provides a channel to the stakeholders to report to the management, concerns about unethical behavior, actual or suspected fraud or violation of the Codes of conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases.

The policy 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 against people in authority and / or colleagues in general.

This Policy covers malpractices and events which have taken place / suspected to have taken place, misuse or abuse of authority, fraud or suspected fraud, violation of company rules, manipulations, negligence causing danger to public health and safety, misappropriation of monies, demanding and /or accepting gratification, obtaining a valuable thing without or inadequate consideration from a person with whom he have or may have official dealings, obtaining for self or any other person pecuniary benefits by corrupt or illegal means or abusing his position and other matters or activity on account of which the interest of the Company is affected and formally reported by whistle blowers concerning its employees.

The Policy generally covers malpractices and events which have taken place/suspected to take place or has the potential to affect the Company financially or otherwise including but not limited to the following instances:

  • Abuse of authority
  • Breach of contract
  • Negligence causing substantial and specific danger to public health and safety
  • Manipulation of Company’s data/records
  • Financial irregularities, including fraud or suspected fraud or Deficiencies in Internal Control and check or deliberate error in preparations of Financial Statements or Misrepresentation of financial reports
  • Any unlawful act whether Criminal/ Civil
  • Pilferage of confidential/propriety information
  • Deliberate violation of law/regulation
  • Wastage/misappropriation of Company’s funds/assets
  • Breach of Company Policy or improper practice of the Company’s policies or procedures, failure to implement or comply with any approved Company Policy
  • Willful negligence of assigned duties that could result in damage/loss to the Company
  • Fraud or suspected fraud
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5. WHISTLEBLOWER COMMITTEE

The Whistleblower Committee is constituted to receive, review, investigate and redress the concerns raised in the Disclosures made on any one of the above Reporting Platforms and currently comprises the following Members:

Sr. No Name Designation
1. Mr. Sudeep Raj Vice President - HR
2. Mr. Tushar Bobhate AGM – Legal
3. Mr. Naveen Soni Director – Corporate Communications & PR, Emcure
4. Mr. Ananthakrishnan S Company Secretary
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6. RECEIPT AND DISPOSAL OF PROTECTED DISCLOSURES

All Protected Disclosures should be reported in writing by the Whistle Blower as soon as possible after the Whistle Blower becomes aware of the same so as to ensure a clear understanding of the issues raised and should either be typed or written in a legible handwriting in English or Hindi.

The Protected Disclosure should be submitted in a closed and secure envelope and should be super scribed as “Protected disclosure under the Whistle Blower policy”. Alternatively, the same can also be 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, it will not be possible for the Company to protect the complainant and the protected disclosure will be dealt with as if its a normal disclosure.

The Protected Disclosure should be forwarded under a covering letter signed by the complainant. The Whistleblower Committee / Audit Committee as the case may be, shall detach the covering letter bearing the identity of the Whistle Blower and process only the Protected Disclosure. No anonymous complaints shall be entertained by the Company.

All Protected Disclosures should be addressed to the Whistleblower Committee to the following correspondence:

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7. INVESTIGATION

All protected disclosures under this policy will be taken on record and thoroughly investigated. The Whistleblower Committee shall obtain further details and clarification as may be required to further proceed in the investigation. The decision to conduct an investigation is by itself is not an accusation and is to be treated as a neutral fact finding process.

The Whistleblower Committee shall after due investigation shall dispose-off the case in the manner as it may deem fit including by way of issuing warning, taking any disciplinary action or imposing penalty, etc. If the protected disclosure/ the Complaint is against any of the Members of the Whistleblower, the same shall be submitted to the Audit Committee of the Company for further investigation.

Failure to cooperate in investigation or deliberately providing wrong information will be subject to disciplinary action by the committee.

The investigation shall be completed normally within 45 days of the receipt of the protected disclosure and is extendable by such period as the Audit Committee deems fit.

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8. DECISION AND REPORTING

If an investigation leads to a conclusion that an improper or unethical act has been committed, which is materially affecting the Company, the Chairman of the Audit Committee shall take such disciplinary or corrective action as it may deem fit. In case the complaint is against any member of the Audit Committee then such person shall recuse himself from during such investigation and decision making process. In such cases Audit Committee shall recommend disciplinary or corrective action as it may deem fit to the Board of Directors of the Company.

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 complainant who makes false allegations of unethical & improper practices or about alleged wrongful conduct shall be subject to appropriate disciplinary action in accordance with the rules, procedures and policies of the Company. The company may also opt to reward the Whistle Blower, based on merits of the case.

A quarterly report with number of complaints received under the Policy and their outcome shall be placed before the Audit Committee.

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9. CONFIDENTIALITY

The whistleblower, Members of Whistleblower Committee and the Audit Committee 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. All the relevant papers and documents related any issue shall be under the safe custody of the Whistleblower Committee.

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10. PROTECTION FOR WHISTLEBLOWER

The Company will protect the whistleblower from any unfair treatment given to him/her by consequent to the complaint lodged to the Whistleblower Committee and the Committee is authorized to take all necessary steps to curb the unethical behavior and protect the whistleblower. The identity of whistleblower(s) shall be kept confidential and shall be disclosed only under strict vigilance.

The Company, as a policy, condemns any kind of discrimination, harassment, victimization or any other unfair employment practice being adopted against whistleblowers.

Adequate protection will be given to whistleblowers against any unfair practice like intimidation of termination or suspension of service, refusal of promotion, disciplinary action, transfer, demotion, threatening, or such acts which might hinder the whistleblower’s right to continue to perform his/her duties/functions.

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11. ACCESS TO CHAIRMAN OF THE AUDIT COMMITTEE

The Whistleblower shall have right to access Chairman of the Audit Committee directly in exceptional cases as may be decided by the Whistleblower Committee and the Chairman of the Audit committee is authorised to prescribe suitable directions in this regard, on a case to case basis.

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12. ROLE OF THE AUDIT COMMITTEE

The Audit Committee is responsible for supervising the development and implementation of this Policy and the functioning of the Whistleblower Committee. The Audit Committee shall periodically review the Policy to consider whether amendments are necessary, and, if so, it shall communicate any such amendments to all Employees as soon as possible.

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13. COMMUNICATION

Stakeholders shall be informed of the Policy by publishing on the notice board and the website of the Company.

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14. RETENTION OF DOCUMENTS

All documents related to reporting, investigation and enforcement pursuant to this Policy shall be kept by the Company for minimum period of 5 yrs. The documentation shall include any written communication in connection with the complaint, any material evidence and all the documents submitted by the parties to the issue.

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15. MODIFICATION

The company reserves its right to amend or modify this Policy in whole or in part, at any time without assigning any reason whatsoever and no such amendment or modification will be binding on the Directors and employees unless the same is communicated in the manner described as above.

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