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Whistle Blower Policy

Applicability
  
This policy is applicable to all employees and Directors of Medreich Limited.
  
1.Preamble   
Section 177 of the Companies Act, 2013, read with rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014, requires the Companies which have borrowed money from banks and financial institutions in excess of fifty crores are required to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed. The Company had adopted a Code of Conduct for Directors and Senior Management Executives (“the Code”), which lays down the principles and standards that should govern the actions of Medreich and its employees. Any actual or potential violation of the Code, or violation of the law would be a matter of serious concern for Medreich. The role of our employees in pointing out such violations is very important A vigil mechanism shall provide for adequate safeguards against victimization of persons who can also use such mechanism for reporting genuine concerns including above. Under these circumstances, the Company, being a Company which is required to have a Whistle Blower Policy/ Vigil Mechanism and to formulate a policy for the same.   
  
2. Definitions  
“Audit Committee” means the Audit Committee constituted by the Board of Directors of the Company in accordance with Section 177 of the Companies Act, 2013   
“Employee” means every employee of Medreich including the Directors in the employment of Medreich.  
“Code” means Medreich Code of Conduct.  
“Investigators” are those persons authorised, appointed, consulted or approached by the Vigilance and Ethics Officer / Chairperson of the Audit Committee and which may include the auditors of Medreich and the police, and other competent authorities.  
“Protected Disclosure” means any communication made in good faith that discloses or demonstrates information that may provide evidence of unethical or improper activity.  
“Subject” is the person or persons against or in relation to whom a Protected Disclosure has been made or evidence gathered during the course of an investigation.  
“Whistle Blower” is the employee making a Protected Disclosure under this Policy.  
  
3. Scope  
The Whistle Blower’s role is that of a reporting party with reliable information about illegal acts, violations of the Code, or unethical acts committed by company officials. Whistle Blowers are not required or expected to act as investigators or finders of facts, nor would they determine the appropriate corrective or remedial action that may be warranted in a given case.  
a) Whistle Blowers should not act on their own in conducting any investigative activities, nor do they have a right to participate in any investigative activities other than as requested by the Vigilance and Ethics Officer or the Chairperson of the Audit Committee or the Investigators.  
b) Protected Disclosure will be appropriately dealt with by the Vigilance and Ethics Officer or the Chairperson of the Audit Committee, as the case may be.  
  
4. Eligibility  
a. All employees of Medreich are eligible to make Protected Disclosures under the policy. The Protected Disclosures may be in relation to matters concerning the Company.  
b. The provisions of this policy must be used only in exceptional cases that warrant reporting directly to the Vigilance and Ethics Officer or the Chairperson of the Audit Committee  
  
5. Disqualifications  
a) While it will be ensured that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment as herein set out, any abuse of this protection will warrant disciplinary action.  
b) Protection under this policy does not mean protection from disciplinary action arising out of false or bogus allegations made by a Whistle Blower knowing it to be false or bogus or with a bad faith intention.  
  
6. Procedure  
a) All Protected Disclosures under this policy should be addressed to the Vigilance and Ethics Officer/ Chairperson of the Audit Committee of Medreich for investigation at the following address:  
Name and Address;
Mr. Pankaj Garg
Managing Director
Medreich Limited.
No. 12/8, Saraswathi Ammal Street
Maruthi Seva Nagar,
Bangalore - 560033
  
b) Protected Disclosures should be reported in writing to ensure a clear understanding of the issues raised and should either be typed or written in legible handwriting in English.   
c) The Protected Disclosure should be forwarded under a covering letter, which shall bear the identity of the Whistle Blower. The Vigilance and Ethics Officer/Chairperson of the Audit Committee shall detach the covering letter and forward only the Protected Disclosure to the investigators for investigation.  
d) Protected Disclosures should be factual and not speculative or in the nature of a conclusion, and should contain as much specific information as possible to allow for proper assessment of the nature and extent of the concern.  
e) For the purpose of providing protection to the Whistle Blower, the Whistle Blower should disclose his/her identity in the covering letter forwarding such Protected Disclosure. Anonymous disclosures are discouraged.  
  
7. Investigation  
a) All Protected Disclosures reported under this policy will be thoroughly investigated by the Vigilance and Ethics Officer / Chairperson of the Audit Committee of Medreich or a suitable nominated competent person of their choosing who will investigate or oversee the investigations under the authorisation of the Audit Committee. If any member of the Audit Committee has a conflict of interest in any given case, then he/she should recuse himself/herself and the other members of the Audit Committee should deal with the matter on hand.   
b) The Vigilance and Ethics Officer / Chairperson of the Audit Committee or the suitable nominated competent person may at their discretion, consider involving external investigators for the purpose of the investigation.  
c) The decision to conduct an investigation taken by the Vigilance and Ethics Officer / Chairperson of the Audit Committee is by itself not an accusation and is to be treated as a neutral fact-finding process. The outcome of the investigation may or may not support the conclusion of the Whistle Blower that an improper or unethical act was committed.  
d) The identity of the Subject(s) and the Whistle Blower will be kept confidential to the extent possible given the legitimate needs of law and the investigation.  
e) The Subjects will normally be informed of the allegations at the outset of a formal investigation and have opportunities for providing their inputs during the investigation.  
f) Subjects shall have a duty to co-operate with the Vigilance and Ethics Officer / Chairperson of the Audit Committee or the suitable nominated competent person and any other Investigators during the investigation process.  
g) Subjects have the right to consult with a person or persons of their choice, other than the Vigilance and Ethics Officer/Investigators and/or members of the Audit Committee and/or the Whistle Blower.  
h) Subjects have a responsibility not to interfere with the investigation. Evidence shall not be withheld, destroyed or tampered with and witnesses shall not be influenced, coached, threatened or intimidated by the Subjects.  
i) Unless there are compelling reasons not to do so, Subjects will be given the opportunity to respond to material findings contained in an investigation report. No allegation of wrongdoing against a Subject shall be considered as maintainable unless there is good evidence in support of the allegation.  
j) Subjects have a right to be informed of the outcome of the investigation. If the allegations are not sustained, the Subject should be consulted as to whether public disclosure of the investigation results would be in the best interest of the Subject and Medreich.  
k) The investigation shall be completed normally within 90 days of the receipt of the Protected Disclosure  
  
8. Protection  
a) No unfair treatment will be meted out to a Whistle Blower by virtue of his/her having reported a Protected Disclosure under this policy. MEDRICH, as a policy, condemns any kind of discrimination, harassment, victimization or any other unfair employment practice being adopted against Whistle Blowers. Complete protection will, therefore, be given to Whistle Blowers against any unfair practice.   
b) The identity of the Whistle Blower shall be kept confidential to the extent possible and permitted under law.  
  
  
9. Investigators  
a) Investigators are required to conduct a process towards fact-finding and analysis. Investigators shall derive their authority and access rights from the Vigilance and Ethics Officer/ Audit Committee when acting within the course and scope of their investigation.  
b) Technical and other resources may be drawn on as necessary to augment the investigation. All investigators shall be independent and unbiased, both in fact and as perceived. Investigators have a duty of fairness, objectivity, thoroughness, ethical behaviour and observance of legal and professional standards.  
c) Investigations will be launched only after a preliminary review by the Vigilance and Ethics Officer/Chairperson of the Audit Committee as the case may be, which establishes that:  
i. The alleged act constitutes an improper or unethical activity or conduct  
ii. The allegation is supported by information specific enough to be investigated.  
  
10.   Decision  
If an investigation leads the Vigilance and Ethics Officer/ Chairperson of the Audit Committee to conclude that an improper or unethical act has been committed, the Vigilance and Ethics Officer / Chairperson of the Audit Committee shall take such disciplinary or corrective action as the Vigilance and Ethics Officer / Chairperson of the Audit Committee may deem fit. It is clarified that 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.   
  
11.   Reporting  
The Vigilance and Ethics Officer shall submit a report to the Chairperson of the Audit Committee on a periodical basis about all Protected Disclosures referred to him/her since the last report together with the results of investigations, if any.  
  
12.   Retention of documents  
All Protected Disclosures in writing or documented along with the results of investigation relating thereto shall be retained by the Company for a minimum period of seven years.  
  
13.   Amendment  
MEDREICH reserves its right to amend or modify this Policy in whole or in part, at any time without assigning any reason whatsoever. However, no such amendment or modification will be binding on the employees unless the same is notified to the employees in writing.