Section 177 (9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of
Board and its Powers) Rules, 2014 and Regulation 22 of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates the
Company to constitute a vigil mechanism called the ‘Whistle Blower Policy’ for Whistle
Blower to report concerns about illegal or unethical practices, unethical behaviour, actual
or suspected, fraud or violation of the Company’s code of conduct or ethics policy.
Our Company has adopted this Whistle Blower Policy in line with the objective of
strengthening the governance mechanism and to report to the Audit Committee instances of
illegal or unethical practices, unethical behaviour, actual or suspected, fraud or violation
of the Company’s code of conduct or ethics policy.
“Act” means the Companies Act, 2013.
“Audit Committee” means Committee constituted by the Board of Directors of
the Company in
accordance with section
177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations with the Stock
“Company” means Orient Electrics Limited its subsidiaries, joint-ventures
companies, if any.
“Designated Officer” means Company Secretary of the Company.
“Employee” means every employee of the Company (whether working in India
“Listing Regulations” means the Securities and Exchange Board of India
Obligations and Disclosures
Requirements) Regulations, 2015
"Policy” means the Whistle Blower Policy.
“Protected Disclosure/ Disclosure(s)/ Wrongful Act” means any
communication made in good
faith that discloses or
demonstrates information that may evidence illegal or unethical practices, unethical
behaviour, actual or
fraud or violation of the Company’s code of conduct or ethics policy.
“Rules” means the Companies (Meeting of Board and its Powers) Rules,
“Whistle Blower” means stakeholder(s) including directors of the Company
Employee(s) & their
representative bodies who makes a Protected Disclosure under this Policy.
“Whistle Blower Committee” means committee constituted by the Company
consisting of at
least three members viz:
Managing Director, Chief Financial Officer and Head -Internal Audit.
“Exceptional Circumstances/ Exceptional Nature” The Protected Disclosure
that is against
the member(s) of the
Whistle Blower Committee, the Designated Officer or employees and officers of the Company
that are superior/ senior to that of the Designated Officer/ members of the Whistle Blower
The 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 Whistle
Blower who have concerns about illegal or unethical practices, unethical behaviour, actual
or suspected, fraud or violation of the Company’s code of conduct or ethics policy to come
forward and express these concerns without fear of punishment or unfair treatment. The Vigil
(Whistle Blower) mechanism provides a channel to the Whistle Blower to report to the Audit
Committee concerns about illegal or unethical practices, unethical behaviour, actual or
suspected, fraud or violation of the Company’s code of conduct or ethics policy. The
mechanism provides for adequate safeguards against victimization of Whistle Blower to avail
of the mechanism and also provide for direct access to the MD & CEO for the purpose in
This Policy does not absolve the Whistle Blower from their duty of confidentiality in the
course of their work nor does it permit them to raise malicious or unfounded allegations
arising out of a personal situation
All stakeholders including directors and individual Employee(s) & their representative bodies
are eligible to make Protected Disclosures under this Policy.
The Whistle Blower’s may report or raise any concern which he/ she believes is Wrongful Act.
Any allegation which falls within the scope of the Policy will be seriously considered and
These concerns would include but are not restricted to:-
- Financial malpractice;
- Failure to comply with applicable legal requirements or Company policy;
- Improper conduct or unethical behaviour, including breach of the Company’s code of
conduct, business integrity or ethics;
- Attempts to conceal any material facts or misrepresentation;
- Negligence causing substantial and specific danger to public health, safety or
- Any unlawful act whether criminal/civil;
- Colluding with third parties/associates to exploit or cause harm to the company; and
- Breach of terms and conditions of employment and rules thereof;
- Manipulation of company data/ records;
- Unauthorised use, access or disclosure of confidential/proprietary information;
- Abuse of authority;
- Misappropriation or unauthorised use of Company Funds/assets.
- Whistle Blower should not act on his/ her own in conducting any investigative
activities, nor he/ she has a right to
- participate in any investigative activity other than as requested by the Whistle Blower
Committee, MD & CEO or the
Reporting a concern
- All Protected Disclosures should be addressed to the Designated Officer or in
to the MD & CEO of the company.
Contact details of the Designated Officer are:
Mr. Pankaj Chauhan
MD & CEO
EPOCH Insurance Brokers Private Limited
403 – 404, 96, Siddhartha Building, Nehru Place
New Delhi 110 019
- Protected Disclosures should be reported either through email or through letter in
writing to Designated Officer
only through letter in writing to the MD & CEO, as the case may be. It should either be
typed or written in a
handwriting in English, Hindi or in the regional language of the Whistle Blower, so as
to ensure a clear
of the issues raised.
- The Whistle Blower should endeavour to make the Protected Disclosure, as soon as
possible, after the Whistle
becomes aware of the illegal or unethical practices, unethical behaviour, actual or
suspected, fraud or
violation of the
Company’s code of conduct or ethics policy.
- The Protected Disclosure should be submitted under a covering letter signed by the
Whistle Blower in a closed
secured envelope and should be super scribed as “Protected Disclosure under the Whistle
Blower Policy/ Vigil
or sent through email with the subject “Protected Disclosure under the Whistle Blower
Policy/ Vigil Mechanism”.
Protected Disclosure is not super scribed and closed as mentioned above, the Protected
Disclosure will be dealt
if it is a normal disclosure.
- If a Protected Disclosure is received by any executive of the Company other than
Designated Officer or MD & CEO,
same should be forwarded to the Designated Officer or MD & CEO for further appropriate
action. Appropriate care must be taken to keep the identity of the Whistle Blower
- The covering letter should disclose the name and address of the Whistle Blower.
- In order to protect the identity of the Whistle Blower, the Designated Officer/ Chairman
of the Audit Committee will not issue any acknowledgement to the Whistle Blower and
Whistle Blower is advised not to write his/ her name/ address on the envelope nor enter
into any further correspondence with the Designated Officer or Chairman of the Audit
- Anonymous disclosures may also be entertained in the manner set out in Paragraph 10
- The Protected Disclosure shall contain factual details and should not be speculative or
in the nature of a conclusion and should contain as much specific information as
to allow for proper assessment of the nature and extent of the concern and the urgency
of a preliminary investigative procedure.
- After receipt of the Protected Disclosures by the Designated Officer, he/ she shall
forward the Disclosure(s)
received to the Whistle Blower Committee. At least two
members shall form the quorum of the Whistle Blower Committee.
- On receipt of a Protected Disclosure, the Whistle Blower Committee or MD & CEO or any
person authorised by the
CEO on his behalf, as the case may be, shall detach the covering letter bearing the
identity of the Whistle
process only the Protected Disclosure.
- All Protected Disclosures should be addressed to the Designated Officer, or to the MD &
CEO in Exceptional
Circumstances. In the event the Designated Officer or the Whistle Blower Committee is of
the opinion that the
Disclosure is of an Exceptional Nature, the Designated Officer or the Whistle Blower
Committee may forward the
Disclosure to the MD & CEO for further action.
- All Protected Disclosures under this Policy will be recorded and thoroughly
investigated. The Whistle Blower
Committee will be responsible for the investigation of Protected Disclosures made to
them and the MD & CEO
persons authorised by Chairman shall be responsible for the investigation of the
Protected Disclosures made
MD & CEO.
- The Whistle Blower Committee/ MD & CEO will carry out an investigation either
himself/herself or may
other Officer of the Company/ committee constituted for the same/ an outside agency.
- Investigations will be launched after a preliminary review, which establishes that the
illegal or unethical practices, unethical behaviour, actual or suspected, fraud or
violation of the
of conduct or ethics policy.
- Delinquents will normally be informed of the allegations at the outset of a formal
opportunities for providing their inputs during the investigation.
- The identity of the delinquent and the Whistle Blowers shall be kept confidential by
involved in the
investigation, to the extent possible, subject to applicable laws.
- The MD & CEO or the Whistle Blower Committee or any person (s) authorised by them, as
the case may be,
for further information or particulars from the Whistle Blower, the delinquent or any
other person if it
- Based on the investigation conducted, a report on the Protected Disclosure, which
or lack thereof of the delinquent shall be prepared by the Whistle Blower Committee or
the MD & CEO or the
conducting the investigation, as the case may be. The investigation shall be completed
and the report shall
prepared within 60 days of the receipt of the Protected Disclosure. The Audit Committee
may at its
this time period.
- The Whistle Blower Committee or the MD & CEO or any person authorised by Whistle Blower
the MD &
CEO shall make a written record of the Protected Disclosure. The record shall include
facts of the matter,
comparative with previous complaints and outcomes, recommended disciplinary action etc.
- Unless there are compelling reasons not to do so, delinquents will be given the
opportunity to respond
material findings contained in an investigation report. The investigation by itself
would not tantamount to
accusation and is to be treated as a neutral fact finding process.
- Any member of the Audit Committee or the Whistle Blower Committee or other officer
having any conflict
interest in relation to a Protected Disclosure shall disclose his/her concern /interest
forthwith and shall
with the Protected Disclosure.
- The delinquent and directors, other employees and stakeholders shall co-operate with
- The delinquent shall not interfere with the investigation. Further, no evidence shall
or tampered and no witnesses shall be influenced, tutored, threatened or intimidated by
the delinquent or
person, prior to or during or after the investigation.
Decision and Reporting
- Any disciplinary or corrective action initiated against the delinquent as a result of
the findings of an
investigation pursuant to this Policy shall adhere to the applicable personnel or staff
- A quarterly report with number of complaints received under this Policy and their
outcome shall be placed
Audit Committee and the Board.
Harassment or Victimization
- No unfair treatment will be meted out to a Whistle Blower by virtue of his/ her having
reported a Protected
Disclosure under this Policy. Protection will be given to Whistle Blowers against any
not limited to retaliation, threat or intimidation of termination/suspension of service,
transfer, demotion, refusal of promotion or any direct or indirect use of authority to
obstruct the Whistle
right to continue to perform his duties/ functions including making further disclosure.
The Company will
to minimize difficulties, which the Whistle Blower may experience as a result of making
- The identity of the Whistle Blower shall be kept confidential to the extent possible
and permitted under
Employee assisting in the said investigation shall also be protected to the same extent
as the Whistle
- The Whistle Blower, the MD & CEO/ any person authorised by MD & CEO, the Whistle Blower
Officer, the investigator and everyone involved in the process shall:
- maintain complete confidentiality/ secrecy of the matter;
- not discuss the matter in any informal/social gatherings/ meetings;
- discuss only to the extent or with the persons required for the purpose of
completing the process
- not keep the papers relating to Protected Disclosure or the investigation
unattended anywhere at
- keep the electronic mails/files under password;
- if anyone is found not complying with the above, he/ she shall be held liable
- If a Whistle Blower faces any retaliatory action or threat as a result of making a
Protected Disclosure he/
immediately write to the MD & CEO who will recommend appropriate steps to protect the
Whistle Blower from
retaliatory action and ensure implementation of such steps for the protection of the
This Policy encourages Whistle Blower to put their name to allegations. However, Whistle
Blower may raise concerns anonymously. Concerns expressed anonymously may be evaluated by
the Whistle Blower Committee or the Audit Committee for investigation at its discretion. In
exercising this discretion, the factors to be taken into account will include:
- The seriousness of the issues raised;
- The credibility of the concern; and
- The likelihood of confirming the allegation from attributable sources.
- In making a Disclosure, the Whistle Blower should exercise due care to ensure the
accuracy of the information. If
stakeholders, including directors and individual Employee(s) & their representative
bodies make an allegation in
good faith, which is not confirmed by subsequent investigation, no action will be taken
against that individual. If
however, Whistle Blower makes malicious or vexatious allegations, and particularly if he
or she persists with making
them despite the outcome of the investigation, the Audit Committee may recommend action
against the Whistle Blower.
- Whistle Blowers, who make three or more Protected Disclosures, which have been
subsequently found to be mala fide,
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
would reserve its right to take/recommend appropriate disciplinary action.
Obligations Of Whistle Blowers
The duties of the Whistle Blowers shall include the following:
- Promptly reporting any illegal or unethical practices, unethical behaviour, actual or
fraud or violation
of the Company’s code of conduct or ethics policy in time. Delay in reporting may lead
to loss of
evidence and also
financial loss for the Company.
- Although they are not required to provide proof, the Whistle Blowers must have
sufficient cause for
submit evidence, to which they may have access, when called for.
- Avoid anonymity when raising a concern.
- Follow the procedures prescribed in this Policy for making a Disclosure.
- Co-operate with investigators in maintaining full confidentiality
Retention Of Records
All Disclosures in writing as well as all documents related to any investigation and the results
of the investigation relating thereto shall be retained for a period of 7 years.
The details of establishment of such mechanism shall be disclosed by the Company on its website
and in the Board’s report.
Review Of The Policy
The Board shall review the Policy from time to time based on the changing needs and make suitable
modifications as may
be necessary. The Company reserves its right to amend or modify this Policy in whole or in part,
at any time without
assigning any reason whatsoever.
In case of any amendment(s), clarification(s), circular(s) etc. issued by the relevant
authorities, not being consistent with the provisions laid down under this Policy, then such
amendment(s), clarification(s), circular(s) etc. shall prevail upon the provisions hereunder and
this Policy shall stand amended accordingly from the effective date as laid down under such
amendment(s), clarification(s), circular(s) etc.