Orchid Pharma : Download Policy on Whistle blower

1. PREFACE

1.1 Section 177 of the Companies Act, 2013 requires every listed company and such class or classes of companies, as may be prescribed to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed. The Company has 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 the Company and its employees. Any actual or potential violation of the Code, howsoever insignificant or perceived as such, would be a matter of serious concern for the Company. This 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.

The SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 provides for a mandatory requirement for all listed companies to establish a Mechanism called Whistle Blower Policy' for employees to report to the Management instances of unethical behavior, actual or suspected fraud or violation of the Company's code of conduct. Under these circumstances, Orchid Pharma Ltd being a Listed Company proposes to establish a Whistle Blower Policy.

The policy was amended by the Board of Directors at the meeting held on June 29, 2020.

2. POLICY OBJECTIVES

2.1The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express these concerns. A Vigil /Whistle Blower mechanism provides a channel to the Employees and Directors 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 to avail of the mechanism and also provide for direct access to the Chairman /Managing Director /Chairman of the Audit Committee in exceptional cases.

2.2This 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.

3. SCOPE OF THE POLICY

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, 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.

4. DEFINITIONS

4.1"Alleged wrongful conduct" shall mean violation of law, Infringement of Company's rules, misappropriation of monies, actual or suspected fraud, substantial and specific danger to public health and safety or abuse of authority".

4.2"Audit Committee" means a Committee constituted by the Board of Directors of the Company in accordance guidelines of SEBI (LODR) Regulations, 2015 and Companies Act, 2013.

1. "Board" means the Board of Directors of the Company.
2. "Company" means the Orchid Pharma Limited and all its Businesses and Offices.

4.5"Code" means Code of Conduct for Directors and Senior Management Executives adopted by Orchid Pharma Limited.

4.6"Employee" means all the present employees including trainees, employees under probation and whole time Directors of the Company (whether working in India or abroad).

4.7"Protected Disclosure" means a concern raised by an employee or group of employees of the Company, through a written communication and made in good faith which discloses or demonstrates information about an unethical or improper activity under the title "SCOPE OF THE POLICY" 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.

4.8. "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.

4.9"Vigilance and Ethics Officer" means an officer appointed to receive protected disclosures from whistle blowers, maintaining records thereof, placing the same before the Audit Committee for its disposal and informing the Whistle Blower the result thereof.

4.10"Whistle Blower" is an employee or group of employees who make a Protected Disclosure under this Policy and also referred in this policy as complainant.

5. ELIGIBILITY

All Employees of the Company are eligible to make Protected Disclosures under the Policy in relation to matters concerning the Company involving wrongful conduct.

6. RECEIPT AND DISPOSAL OF PROTECTED DISCLOSURES.

6.1All Protected Disclosures should be reported in writing by the complainant as soon as possible after he 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 preferably in English or in vernacular language or in Hindi.

6.2The Protected Disclosure should be submitted in a closed and secured envelope and should be superscribed 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 superscribed and closed as mentioned above, it will not be possible for the Audit Committee to protect the complainant and the protected disclosure will be dealt with as if a normal disclosure. In order to protect identity of the complainant, the Vigilance and Ethics Officer will not issue any acknowledgement to the complainants and they are advised neither to write their name /address on the envelope nor enter into any further correspondence with the Vigilance and Ethics Officer. The Vigilance and Ethics Officer shall assure that in case any further clarification is required he will get in touch with the complainant.

1. Anonymous / Pseudonymous disclosure shall not be entertained by the Vigilance and Ethics Officer.
2. The Protected Disclosure should be forwarded under a covering letter signed by the complainant. The Vigilance and Ethics Officer / Chairman of the Audit Committee/ Managing Director /Chairman as the case may be, shall detach the covering letter bearing the identity of the Whistle Blower and process only the Protected Disclosure.
3. All Protected Disclosures should be addressed to the Vigilance and Ethics Officer of the Company and in case the disclosures are against any employee in the rank of General Manager or above, or a director or the vigilance and ethics Officer the same shall be forwarded to the Chairman of the Audit Committee /Managing Director /Chairman. The contact details of the Chairman, Managing Director, Chairman of the Audit Committee and the Vigilance and Ethics Officer are as under:

Name, Address and email id of the Chairman of	Shri Ram Gopal Agarwal
OPL	95A,E-2 Lane, Eastern Avenue
	Sainik farms
	New Delhi-110062
	[e-mail]

Name, Address and email id of the Chairman	Shri Manoj Kumar Goyal
of the Audit Committee	D-64 Ground Floor, Sector-55,
	Noida (U.P.) - 201 301.
	[e-mail]
Name, address and email id of the Managing	Shri Manish Dhanuka
Director	"Orchid Towers"
	No.313,Valluvarkottam high road,
	Nungambakkam
	Chennai-600034
	[e-mail]
Name, Address and email id of the Vigilance	Shri Sunil Kumar Gupta
Ethics Officer	"Orchid Towers"
	No.313,Valluvarkottam high road,
	Nungambakkam
	Chennai-600034
	[e-mail]

6.6. On receipt of the protected disclosure, the Vigilance and Ethics Officer /Chairman /MD/Chairman of the Audit Committee, as the case may be, shall make a record of the Protected Disclosure and also ascertain from the complainant whether he was the person who made the protected disclosure or not. He shall also carry out initial investigation either himself or by involving any other Officer of the Company or an outside agency or through an in-house Committee - comprising members of HR, Internal Audit, the Head of Department concerned in the subject matter - for appropriate investigation and needful action.

The record to be maintained will include: a) Brief facts; b) Whether the same Protected Disclosure was raised previously by anyone, and if so, the outcome thereof c) Whether the same Protected Disclosure was raised previously on the same subject; d) Details of actions taken by Vigilance and Ethics Officer

• Chairman/ CEO for processing the complaint e) Findings of the Audit Committee f) The recommendations of the Audit Committee/ other action(s).

6.7 The Audit Committee, if deems fit, may call for further information or particulars from the complainant.

7. INVESTIGATION

7.1. All protected disclosures under this policy will be recorded and thoroughly investigated. The Audit Committee may investigate and may at its discretion consider involving any other Officer of the Company and/ or an outside agency for the purpose of investigation.

7.2. The decision to conduct an investigation is by itself not an accusation and is to be treated as a

neutral fact finding process.

1. Subject(s) will normally be informed in writing of the allegations at the outset of a formal: investigation and have opportunities for providing their inputs during the investigation.
2. Subject(s) shall have a duty to co-operate with the Audit Committee or any of the Officers appointed by it in this regard.
3. Subject(s) have a 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.
4. Subject(s) have a responsibility not to interfere with the investigation. Evidence shall not be withheld, destroyed or tampered with and witness shall not be influenced, coached, threatened or intimidated by the subject(s).
5. Unless there are compelling reasons not to do so, subject(s) will be given the opportunity to respond to material findings contained in the investigation report. No allegation of wrong doing against a subject(s) shall be considered as maintainable unless there is good evidence in support of the allegation.
   7.8. Subject(s) have a right to be informed of the outcome of the investigations. If 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 the Company.

7.9. The investigation shall be completed normally within 60 days of the receipt of the protected disclosure and is extendable by such period as the Audit Committee deems fit.

1. 8. DECISION AND REPORTING

2. If an investigation leads the Vigilance and Ethics Officer / Chairman of the Audit Committee to conclude that an improper or unethical act has been committed, the Vigilance and Ethics Officer / Chairman of the Audit Committee shall recommend to the management of the Company to take such disciplinary or corrective action as he 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.
3. The Vigilance and Ethics Officer shall submit a report to the Chairman of the Audit Committee on a regular basis about all Protected Disclosures referred to him/her since the last report together with the results of investigations, if any.
4. In case the Subject is the Chairman/MD of the Company, the Chairman of the Audit Committee after examining the Protected Disclosure shall forward the protected disclosure to other members of the Audit Committee. The Audit Committee shall appropriately and expeditiously investigate the Protected Disclosure.