MEDICA Group believes in the conduct of affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior and is committed to developing a culture where it is safe to raise concerns about any unacceptable practice or any event of misconduct. The organization provides a platform for all eligible stakeholders to disclose information internally, which he/she/it believes shows serious malpractice, impropriety, abuse or wrong doing within the MEDICA Group without fear of reprisal or victimization. Further, assurance is also provide to all eligible stakeholders that prompt action will be taken to investigate complaints made in good faith.
Accordingly, Medica Synergie Private Limited (MSPL) (the “Company”) proposes to formulate and adopt this Whistle Blower Policy (“the Policy”) for the MEDICA Group with a view to provide a mechanism for all eligible stakeholders to report any violation of any applicable Policies and / or laws.
For the purpose of this Policy, “MEDICA Group” means the Company and its subsidiaries.
This policy intends to achieve the following objectives:
- To create a window for any person who observes or knows of any unethical behavior, actual or suspected fraud, or violation of a law, as further detailed in Annexure I.
- To encourage timely, safe and open reporting of alleged wrongful conduct, potential illegal activity, or suspected impropriety
- To ensure consistent and timely institutional responses
- To ensure appropriate reporting of whistleblower investigations
- To encourage ethical and lawful conduct; and
- To provide adequate safeguards against victimization of whistle- blower including provision for direct access to the chairperson of the Audit Committee in appropriate and exceptional
3. SCOPE AND ELIGIBILITY
- This policy defines and lays down the process for raising a Concern (as defined below), the safeguards in place for the person raising a Concern, the roles and responsibilities of all stakeholders and sets the timelines for processes to be followed
- The Policy applies to all “Eligible Stakeholders” (as defined below).
- Any of the above mentioned individuals or entities could make a protected disclosure. In case the Concern received is of the nature and kind for which a separate redressal committee/ forum is available, the same would be dealt with in terms of the concerned committee/ forum, as the case may be.
It covers all unethical practices, malpractices and events (hereinafter referred to as “Concerns”) which have taken place / suspected to take place which includes a whole variety
of issues as detailed in Annexure I.
- “Alleged wrongful conduct” shall mean violation of law, non-compliance or unethical behavior or violation of the MEDICA Group’s policies, misappropriation of monies, actual or suspected fraud, substantial and specific danger to public health and safety or abuse of authority, as further detailed in Annexure I.
- “Audit Committee” means the Committee constituted by the Board of Directors of MEDICA Group.
- “Board” means the Board of Directors of the MEDICA Group.
- “Designated Committee” shall mean a committee formed for the purpose of assisting the Audit Committee in dealing with Protected Disclosures under this Policy and will comprise of management personnel named in Annexure II.
- “Eligible Stakeholders” means all Directors, Employees, retainers, contractual staff, professionals, business associates engaged to provide goods and services in the premises of the Company.
- “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.
- “Protected Disclosure” means a concern raised by a written communication made in good faith that discloses or demonstrates information that may evidence unethical behavior or improper activity, actual or suspected fraud or violation of the MEDICA Group’s various Policies. It should be factual and not speculative or in the nature of an interpretation/conclusion and should contain as much specific information supported by reasonable evidence as possible to allow for proper assessment of the nature and extent of the concern.
- “Subject” means a person against or in relation to whom a Protected Disclosure is made or evidence gathered during the course of an investigation.
- “Whistle Blower” shall mean all eligible stakeholders who make a Protected Disclosure under this Policy and also referred to in this policy as a complainant.
- This Policy is not a grievance platform for its Employees, Directors and Business Partners or any person or entity covered under Clause 3 of the Policy, for raising mala fide, malicious and frivolous allegations. The whistle blowers are urged to make allegations in good faith and strictly avoid any abuse of this power i.e report any mala fide, frivolous or malicious Concerns in bad faith.
- Only Bona Fide Concerns raised in good faith may be raised without fear of any adverse action. A concern shall be deemed not to be Bona Fide or raised in good faith if the Whistle
Blower knew or can reasonably be presumed to know that the Concern reported by the Whistle Blower is mala fide, malicious and/ or frivolous.
- In case of repeated frivolous Concerns being filed by a Whistle Blower, the Audit Committee may take suitable action against the person making such false Concern(s) including reprimand.
- In the event it is established beyond doubt that this Policy is being used for making false allegations, the Management at its sole discretion shall be at liberty to initiate appropriate disciplinary action in accordance with the Company’s rules, policies and procedures, as the Management shall, at its sole discretions, deem fit.
- This Policy may not be used as a defense by a Reported Person against whom as Adverse Action has been taken on account of any Concern reported against him, or due to disclosure of information made by him in accordance with the Company’s ruled and policies.
7. PROCESS FOR RECEIPT AND DISPOSAL OF PROTECTED DISCLOSURES
7.1 All Protected Disclosures should be reported in writing by the complainant to the Designated Committee (“DC”), as constituted by the Audit Committee, 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 in the relevant regional language.
7.2 The Protected Disclosure should be submitted in a closed and secured envelope, dispatched to the DC’s address as indicated in Annexure II and should be super scribed as “Protected
disclosure under the whistleblower policy”. Alternatively, the same can also be sent through email to the mail id (email@example.com), with a copy to Audit Committee’s Chairman, with the subject “Protected disclosure under the vigil mechanism/whistle blower policy”. If the complaint is not super scribed and closed as mentioned above, it will not be possible to protect the complainant and the protected disclosure will be dealt with as if it is a normal disclosure. In order to protect the identity of the complainant, the DC will not issue any acknowledgement to the complainant. The DC shall assure that in case any further clarification is required, it shall get in touch with the complainant
7.3 The Protected Disclosure should be forwarded under a covering letter signed by the complainant. The DC shall detach the covering letter bearing the identity of the Whistle Blower and process only the Protected Disclosure.
7.4 On receipt of the protected disclosure the DC 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. The DC shall also carry out an initial enquiry by itself or by involving any other Officer of the MEDICA Group or by hiring the services of an outside agency for further appropriate investigation and needful action. The record of the DC will include:
- Brief facts
- Whether the same Protected Disclosure was raised previously by anyone, and if so, the outcome thereof
- Details of actions taken by the DC for processing the complaint
- Findings of the DC and the outside agency, if any
7.5 The DC, if it deems fit, may call for further information, details or particulars from the complainant.
7.6 The Whistle Blower shall be provided ongoing support and protection from any adverse treatment as a result of his/her actions. Any victimization or detrimental action taken against the Whistle Blower as a result of his/her allegation would be treated as a serious matter by the MEDICA Group and appropriate action ensured.
7.7 The Whistle Blower shall have direct access to the Chairman of the AC in case the Subject is a member of the DC or a Key Managerial Person or in case he/she is not satisfied with the
Medica Synergie Private Limited
127 Mukundapur, E.M. Bypass,
P.S- Purba Jadavpur, Kolkata- 700099
8.1 All Protected Disclosures received will be recorded and looked into by the DC. If initial enquiries made by the DC indicate that the Protected Disclosure has no basis, or it is not a
matter to be pursued under this Policy, it may be dismissed at this stage, with a written intimation to the AC, and the decision shall be documented with the justification for arriving at such decision. In such cases, the DC will also give a proper feedback to the Whistle Blower, explaining the reasons of such dismissal. The DC, to the extent feasible, shall endeavor to take all these steps within a period of 45 days or such other period as may be extended from the date of receipt of the Protected Disclosure.
8.2 If initial enquiries made by the DC indicate that further investigation is necessary, this will be carried through either by the DC alone or by a separate Investigation Committee (IC), as deemed fit. In case the DC decides to get the investigation carried out by a separate IC, it shall form the Committee within 7 working days of arriving at such decision.
8.3 The investigation would be conducted in a fair manner, as a neutral fact-finding process and without presumption of guilt. To the extent feasible, the DC or the IC, as the case may be,
shall conclude the Investigation within a period of 45 days or such extended period.
9. DECISION AND REPORTING
a) If the complaint is shown to be justified, then the DC shall invoke disciplinary or other appropriate actions against the concerned as per the Organization’s procedures. The following actions may be taken after investigation of the concern:
- Disciplinary action (up to and including dismissal) against the Subject depending on the results of the investigation; or
- Disciplinary action (up to and including dismissal) against the whistleblower if the claim is found to be malicious or otherwise in bad faith; or
- No action if the allegation proves to be unfounded.
b) If the report of the investigation is not to the satisfaction of the complainant, the complainant has the right to report the event to the appropriate legal or investigating agency or to the Chairman of the AC.
c) A complainant, who makes false allegations of unethical behavior or improper practices, actual or suspected fraud or violation of the MEDICA Group’s Policies by the subject to the DC or Chairman of the AC, shall be subject to appropriate disciplinary action in accordance with the rules, procedures and policies of the MEDICA Group.
d) The DC shall submit a report about all Protected Disclosures referred to it with the results of the Investigation to the AC every quarter or as and when required in case of any urgent
e) The AC in turn shall submit its report on all Protected Disclosures referred to it with results of the investigations to the Board of Directors of the Company every six months or as and
when required in case of any urgent matter.
10. GUIDING PRINCIPLES
To ensure that this Policy is adhered to, and to assure that the concern will be acted upon seriously, the MEDICA Group will:
a) Maintain confidentiality of all matters under this Policy;
b) Ensure that the Whistle Blower and/ or the person processing the Protected Disclosure are not victimized for doing so.
c) Treat victimization as a serious matter including initiating disciplinary action on the concerned person(s).
d) Initiate disciplinary action, if any one destroys or conceals evidence of the Protected Disclosures made/ to be made.
e) Provide an opportunity of being heard to the persons involved, especially the Subject.
f) No unfair treatment shall be meted out to Whistle Blower on account of his / her having reported a Protected Disclosure under this Policy. The MEDICA Group, as a Policy, condemns any kind of discrimination, harassment or victimization or unfair employment practices being adopted against any Whistle Blower.
g) A Whistle Blower may report any violation of the above clause to the Chairman of the Audit Committee, who shall forthwith investigate into the matter.
h) Confidentiality will be maintained by the Committee members with regard to the information and identity of whistle blower unless warranted during the investigation.
- All Protected Disclosures, documentation in relation to the Investigation, and the results of the Investigation shall be retained by the MEDICA Group for a minimum period of 3 years.
j) Investigations will be launched only after a preliminary review which establishes that:
- The alleged wrongful conduct constitutes an improper or unethical conduct, and
- Either the allegation is supported by information specific enough to be investigated, or matters that do not meet this standard may be worthy of management review, but investigation should not be undertaken as an investigation of an improper or unethical activity.
k) Whistle Blower should not act on their own in conducting any investigation activities.
l) Any untrue allegations will not be taken up and investigated and appropriate action will be taken against the same.
m) This policy is intended to assist the whistle blowers who believe that they have discovered any malpractice or impropriety. It is not designed to question financial or business decisions
taken by the MEDICA Group nor should it be used to reconsider any matters which have been investigated under the harassment, grievance or disciplinary policies and procedures.
n) While investigating, the DC shall take into account the following considerations:
- Seriousness of the allegations
- Credibility of the allegations
- Reporting hierarchy of the persons involved
- Repeat offences by the Subject; and
- Monetary or reputation damage caused to the Company.
o) To the extent permitted by Applicable Laws and deemed appropriate by the DC, the Subject will be informed of the allegations at the outset and the Subject shall be provided adequate opportunities for providing his/her inputs in respect of any such Investigations.
p) The Subject shall provide all necessary co- operation and assistance to the DC, during the course of Investigations. However, there shall be no violation of any right against self-incrimination that such Subject shall have available to him/ her in accordance with Applicable Laws.
q) The Subject shall not have any right to interfere with the Investigations.
r) Unless Medica Group deems it necessary not to do so, the Subject will be granted the right to adequately respond to material and evidence gathered during the course of Investigations. The Subject shall also have the right to be informed of the outcome of the Investigations.
11. DISCIPLINARY ACTION
- 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
- ‘Protection’ under this Policy would 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 mala fide intention.
- Whistle Blowers, who make two or more Protected Disclosures, which have been subsequently found to be frivolous, baseless, malicious, or reported otherwise than in good faith, will be disqualified from reporting further Protected Disclosures under this Policy. In respect of such Whistle Blowers, the Audit Committee would reserve its right to take/recommend appropriate disciplinary action.
12. COMMUNICATION OF THIS POLICY
For all new Employees and Directors, a copy of this Policy shall be handed over as a part of the joining documentation, along with other HR related policies. For all existing Employees and
Directors, a copy of this Policy shall be handed over within one month of the adoption of this Policy by the Board of Directors of MEDICA Group. This Policy will also be posted on the web-site of MEDICA Group for all the stakeholders.
The Audit Committee 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 unless the same is notified in writing. Any subsequent amendment/ modification in the Applicable Laws shall automatically apply to this Policy. In the event of conflict between this Policy and any Applicable Laws, Applicable Laws shall prevail.
|Date approved by AC
|Date approved by Board
|Brief details of change
Types of Concerns: An Employee or Director or Business Partners or eligible stakeholders may raise Concerns relating to violation of any of the following, including policies, regulations, Applicable Laws, ethical standards of MEDICA Group in connection with but not limited to:
a) Accounting and Auditing Matters: including unethical recording of business and financial transactions, (Examples includes and are not limited to misstatement of revenues, expenses, misapplication of accounting standards.)
b) Conflict of Interest: a conflict of interest is a situation in which an Employee has a personal interest, which may influence his or her official duties, (Examples include but are not limited to: personal relationship with a government official, additional employment while working with MEDICA Group, personal associations with Business Partners or vendors of MEDICA Group etc. For further details, please refer to “Conflict of Interest Policy” of MEDICA Group.
c) Embezzlement: to misappropriate property entrusted to one’s care for one’s own use. (Examples include and are not limited to: inflation or falsification of bills, misappropriation of customer funds such as advance payments.)
d) Bribery and Corruption: offering or accepting bribes, kickbacks or improper payments of any kind to/ from any government officials or MEDICA Group Employees/ retainers/ contractors (MEDICA Group’s staff) for the purpose of obtaining or retaining business or gaining any improper advantage. For further details, please refer to “Anti Bribery Anti Corruption Policy” of MEDICA Group.
e) Falsification of Contracts, Reports or Records: falsification of records consists of altering, fabrication, falsifying, or forging all or any part of a document, contract or record for the purpose of gaining an advantage, or misrepresenting the value of the document, contract or record.
f) Securities Violations: an infringement of the personal trading guidelines or indulging in insider trading, through the use of material non- public information for one’s personal benefit, or of a friend or any third party.
g) Theft: The act of stealing of data or of property/ funds belonging to MEDICA Group.
h) Violation of MEDICA Group’s Policies: willful or innocent actions that are in direct violation of MEDICA Group’s policy, procedures, and/ or implied contractual responsibilities. (Examples include and are not limited to violation of anti- bribery and anti- corruption policy, domestic and overseas travel policies, conflict of interest etc.)
i) Violation of Applicable Laws: includes willful or innocent and/ or potential violation of provisions of various laws applicable to MEDICA Group including violations of sanctions.
j) Workplace Misconduct: including matters related to behavior of Employees at the workplace, harassment including sexual harassment, unfair treatment of Employees etc.
k) Miscellaneous: abuse of authority, breach of contract, negligence, causing substantial and specific danger to public health and safety; manipulation of MEDICA Group’s data/ records; financial irregularities, including fraud or suspected fraud; criminal offence; pilferage of confidential/ propriety information; wastage/ misappropriation of MEDICA Group’s funds/ assets; breach of rules or policies; any other unethical, biased, favored, or imprudent event.
l) Others: shall include categories of concerns which do not fall under the categories above but may make the Stakeholders suspect a breach of law or ethical principles or of any non- compliant activity.
A. Designated Committee
The Designated Committee shall comprise of the following:
- Head of human resource department,
- Group Medical Director,
- Head of legal department
B. Channel of Reporting
All Whistle Blower Concerns shall be made to:
The Designated Committee (under Whistle Blower Policy)
C/o Medica Synergie Private Limited,
127 Mukundapur, E M Bypass,
P.S- Purba Jadavpur,
with a copy to: Audit Committee’s Chairman at firstname.lastname@example.org