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EXIDE INDUSTRIES LIMITED

CODE OF CONDUCT

  1. The Employee is engaged by the Company in Grade O4 or above and shall faithfully carry out such work as the Company or their authorized officer or officers may direct. He/ She shall, during the tenure of his/ her service, do his/ her best to promote and safeguard the interest of the Company and shall diligently and to the best of his/ her ability devote himself/ herself to the duties incumbent on and shall faithfully observe and comply with such instructions as he/ she may from time to time receive from the Company or their authorized officer or officers, representative or representatives for the time being.
  2. The Employee shall give his/ her whole time and attention in the Company’s business and shall not at any time during the tenure of his/ her service in any way directly or indirectly pursue, carry on or be engaged in any other undertaking business, profession or employment whatsoever, or acquire any interest in any other business, trade or profession other than by way of investment in shares or debentures of a Company except with specific written prior approval of the Company.
  3. The Employee shall make detailed reports of his/ her work and such other reports as and when the Company may require. He/ She shall keep the Company informed of the business done by other makers of products, manufactured or dealt by the Company, and of the probable requirements of the Company’s customers.
  4. The Employee shall keep such records, books and accounts as he/ she, the Company may from time to time direct, and as may be necessary for the business and/ or proper conduct of his/ her work. Such record books and accounts shall be the property of the Company, and shall be handed over to the Company as it may require, and in any case at the termination of his/ her service.
  5. The Employee may retain in his/ her possession only such amount of the Company’s money as he/ she may be specifically authorized in writing to hold on account of expenses which he/ she may be authorized to incur. All other sums belonging to the Company shall be paid over to the Company immediately or lodged with bankers as the Company may direct.
  6. The Employee shall at all times truly and faithfully account for, deliver to the Company or as it may direct, all goods, stores and/ or other property of the Company that may from time to time be entrusted to him/ her hands, or be under his/ her charge and make and keep or cease to be made or kept all proper entries in the books of the company or in other appropriate books according to the directions of the Company.
  7. The Employee shall not have authority to give any guarantee, indemnity or undertaking on any account for or on behalf of the Company, nor may he/ she pledge the Company’s credit in any respect unless specifically authorized thereto in writing.
  8. The Employee shall at all times do his/ her best to keep free from illness and accident, and shall lead a temperate and respectable life.
  9. The Employee during the tenure of his/ her employment shall keep secret all the affairs of the Company and its customers and the methods of the Company and shall not disclose to any person, firm or body corporate without appropriate authority of the company such technical, commercial or managerial information and knowledge about its technology, business, trade secrets, manufacturing processes, etc. as he/she may acquire in course of his/ her service which may be directly or indirectly prejudicial to the interest of the Company even after he/ she is no longer employed in the service of the Company.
  10. The Employee shall given the Company the benefit of all inventions and discoveries he/she may make, and shall when called upon to do so, assign any such invention, discoveries or patents to the Company and shall sign an agreement to this effect.
  11. The Company shall be at liberty to terminate the service of the Employee at any time before the age of superannuation in the case of the following acts of misconduct on the part of the Employee [of which the Company shall be the sole judge], that is to say:
    1. insobriety;
    2. unpunctuality in attendance to business;
    3. carelessness and inattention to or neglect of work or duties;
    4. disobedience of orders given by superior officers;
    5. breach of trust or breach of confidence with reference to any of the business matters or business secrets of the company;
    6. any act deemed to be prejudicial to the interest of the company whether directly or indirectly;
    7. insubordination or any other action which the managing director of the company considers detrimental to the interests of the company;
    8. Unauthorized absence for more than 10 (ten) consecutive days.
    and in the event of termination of the service of the Employee by the Company for any such reason the Employee shall be paid all arrears or basic salary and other entitlements then due, if any, and a proportionate part or his/ her basic salary and other entitlements for the then current month upto the date of termination of the service and nothing more.
  12. The Company would, however, have the right to terminate his/ her services at any time by giving him/ her three months, notice in writing or three months, basic salary and other entitlements in lieu thereof wherever the Company deems it so fit in the larger interest of the organization. He/ she would likewise be at liberty to leave the Company’s service by giving it three months, notice in writing of his/ her intention to do so.
  13. The normal age of retirement is on completion of age 58. The records maintained by the Company for this purpose will be regarded as adequate proof of age.
  14. You will not, during the term of your employment with the Company and for a period of two years from the date of cessation of your employment with the Company, do the following:
    1. accept employment or consultancy with any person that conducts or is engaged in a business which is competitive or is likely to be competitive with, or is otherwise identical or similar to the business of the Company anywhere in the world.
    2. engage or participate in, or be concerned in (whether as an independent contractor, director, partner, shareholder, unit holder or member), in any business which is competitive or is likely to be competitive with, or is otherwise identical or similar to the business of the Company anywhere in the world.
    3. solicit or encourage any person to leave the employment of the Company, or persuade or attempt to persuade any employee of to leave the employment of the Company.
  15. The Employees shall be entitled to 2.5 days privilege leave for each completed month of service. All officers upto age of 50 years will be allowed to encash their privilege leave, at the time of separation, upto a maximum of 90 days and those officers, who are above 50 years, can encash their privilege leave at the time of separation upto a maximum of 180 days.
  16. The Employee shall become/continue to be Member of the Company’s Provident Fund in India, contributions to which are payable by both the Company and the Employee in accordance with the Rules of the Fund.
  17. The Employees shall be eligible to pension benefits, where applicable, as per rules, and for that purpose, shall become/ continue to be a Member of the Company’s Pension Fund, contribution to which is payable by the Company in accordance with the Rules of the Fund.
  18. The Employee shall be liable to be transferred or seconded to any other job in the same establishment and/ or any other job in any establishment of the Company or any of its associated Companies. Such transfer/ secondment shall be in the absolute discretion of the Company. Provided, however, if and when such transfers/secondment are effected there shall be no reduction in the Employee’s basic salary and other entitlements as a result of such transfer/secondment, but the other conditions of service in that event shall be those applicable to the Employees of his/ her category at the place of his/her posting.
  19. The Employee, if provided, with residential quarters, where applicable, shall vacate such quarters as an when the Company requires him to do it and in any case at the termination of the service of the Employee. Reasonable notice shall be given for vacation of such quarters.

Sexual Harassment Avoidance Redressal Policy

  1. Preface

    Exide Industries Ltd(EIL) follows the philosophy of respecting the dignity of all individuals as enshrined under the constitution of India . More so, we strive to foster a work environment that is conducive to the professional growth of our women employees and encourages equality of opportunity. Sexual harassment of woman at work seriously undermines her right to live with .Such conduct is wholly incompatible with the policy of the company to provide a work environment free of harassment, discrimination, intimidation and insult in any form.

    EIL will not tolerate any form of sexual harassment against any woman within its premises and is committed to take all necessary steps to ensure that women are not subjected to any form of harassment.

  2. Objective

    The main objective of creating this policy document is to establish an easily accessible complaint redressal mechanism within the legal framework to effectively deal with incidents of sexual harassment of woman and to ensure redressal of such complaints in a fair, confidential and timely manner.

  3. Applicability

    This policy is applicable to all complaints of sexual harassment against woman received at any or all office(s) or premises of EIL and/or any other place defined as “workplace” under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 .

    Any other term not defined herein shall have the same meaning as defined in the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 . and the Rules thereunder, to the extent applicable to the Company.

    This policy has been framed in accordance with the provisions of “The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013” and the rules thereunder. Accordingly, while the policy covers all the key aspects of the act , for any further clarification reference shall always be made to the Act.

    The workplace includes:
    1. All offices and/ or other premises where the Company’s business is conducted.

    2. All company-related activities performed at any other place/ site away from the company’s premises.

    3. Any social, business or other functions or any place visited by the employee arising out of or during the course of employment including transportation provided by the employer for undertaking such journey.

  4. Statement of Principles
    1. The Policy bestows the responsibility and obligation on the organization as well as on every employee in maintaining a non-hostile and a pleasant working environment. All employees should respect the dignity and personality of other employees.
    2. The policy recognizes the right of complaint of every woman who has suffered sexual harassment at any office or premises of EIL and /or any other place defined as a “workplace” under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 It is in the self interest of the complainant to make the complaint promptly available under the compliant redressal mechanism.
    3. The policy seeks to encourage employees to express freely, responsibly and in an orderly manner opinions and feelings about any problem or complaint of sexual harassment. Retaliation against any employee who report or provide information about sexual harassment or unwelcome or unacceptable behaviour that might constitute sexual harassment is strictly prohibited. Any act of reprisal, including internal interface, coercion and restraint by an employee or one acting on his/her behalf violates this policy and will result in appropriate disciplinary action.
    4. The Policy envisages appropriate disciplinary action against any employee who indulges himself/herself or encourages the activities of sexual harassment or the acts of victimization or retaliation against complainant or employee involved in the process of redressal of complaints of sexual harassment in whatsoever manner.
    5. Any employee who engages in any conduct amounting to be harassment, or who encourages such conduct by others, or who indulges in victimisation of or retaliation against the complainant or the complainant’s witnesses or the complainant’s confidential counselor or any other employee who supported or supports them shall become liable for corrective action including appropriate disciplinary action, which may even include termination from service.
    6. The policy recognizes the right of privacy of every individual and will strive to protect the privacy of the individuals involved /mentioned in the complaint of sexual harassment and ensure that the complainant and the offender/s are treated fairly. Information about individual complaints and the disposition are considered confidential and will not be shared or communicated or madeknown to public, press and media.
    7. The Policy ensures that the career interests of both the parties will not be adversely affected merely on account of the complaint made to the Redressal Committee.
    8. This Policy can’t be used to bring frivolous or malicious complaint against any employee of the organization. If a complaint is made in bad faith, as demonstrated by clear and convincing evidence, disciplinary action may be taken against the person bringing the false or frivolous or malicious complaint.
  5. Sexual Harassment

    At EIL, a woman shall not be subjected to sexual harassment which may include any unwelcome sexually determined act or behaviour, physical contact and advances , sexually-coloured remarks, Showing pornography, sexual demands , requests for sexual favours or any other unwelcome conduct of sexual nature whether verbal, texual,physical, graphic or electronic or by any other actions under a promise or preferential treatment in employment or by threat about present or future employment status or a conduct which interferes with work or creates an intimidating or offensive or hostile work environment.

  6. Roles & Responsibilities
    1. Responsibilities of Individual:

      It is the responsibility of all to respect the rights of others and to never encourage harassment. It can be by way of :

      1. Refusing to participate in any activity which constitutes harassment
      2. Supporting the person to reject unwelcome behavior
      3. Acting as a witness if the person being harassed decides to lodge a complaint

      All are encouraged to advise others of behaviour(s) that is or are unacceptable or unwelcome. Often, some behaviours are not intentional, while this does not make it acceptable, it does give the person behaving inappropriately, the opportunity to modify or stop their offensive behaviour.

    2. Responsibilities of Managers:

      All managers at EIL must ensure that nobody is subjected to harassment and there is equal treatment meted to everyone. They must also ensure that harassment is not to be tolerated in any form; that complaints will be taken seriously; and that the complainant, respondent/s, or witnesses are not victimized in any way.

      The owner of this policy is the Human Resources Department of EIL.Any queries on the application or interpretation of this policy must be discussed with the Human Resources Department.

      Any complaints received under this policy will be handled by the Internal Committee of the respective location constituted, as per the guidelines provided.

  7. Misconduct

    EIL shall treat commission of any act or behaviour amounting to sexual harassment, by an employee as a major disciplinary offence. Victimising or retaliating against an employee for bringing a complaint of sexual harassment in good faith, as well as the witness of the complainant or confidential counselor shall also be treated equally as a major disciplinary offence.

  8. Complaint Procedure

    EIL shall provide easily accessible redressal system to the aggrieved woman and whenever the organization is made aware of such a case, the organization shall take prompt and effective action. Whether or not such conduct constitutes an offence under law or a breach of the service rules, an appropriate complaint redressal mechanism in the form of “Internal Committees” have been created in the company for time-bound redressal of the complaint made by the aggrieved woman. These committees have been formed in accordance with the provisions of The Sexual Harassment of Women At Workplace (Prevention, Prohibition and Redressal) Act, 2013. The complaint redressal mechanism will prevail at Apex, Regional and Factory level to ensure effective deployment and implementation of the policy provisions across all location within the stipulated time frame. EIL has devised both informal as well as formal procedures for redressal of sexual harassment complaints.

    Any aggrieved woman may make, in writing, a complaint of sexual harassment to the Internal Committee, so formed for the purpose, within a maximum period of three months from the date of incidence. In case of a series of incidents the complaint may be made within the stipulated three months time from the date of the last incident.

    Current nominated members of the committees in Exide Industries Limited are given in Annexure A.

  9. Informal Procedure

    The Internal Committee may, at the request of the complainant, take steps to settle the matter through conciliation between the parties. However, no monetary settlement is permissible based on the conciliation.

    Where such a settlement, through mediation, has been arrived the Internal Committee shall record the settlement so arrived and forward the copies of the same to the employer, aggrieved woman and the individual against whom the compliant has been made.

  10. Formal procedure

    It is not obligatory for a complainant to invoke the informal procedure. This is purely optional and it is open to a complainant to invoke the formal procedure in the first instance itself, without resorting to the informal procedure.

    1. To invoke the formal procedure the complainant needs to give six (6) copies of complaint along with supporting documents and the names and addresses of the witnesses against the alleged offender to a member/s of the Internal Committee.The complaint must be lodged within three (3) months from the date of incident/ last incident. The Committee can extend the timeline by another three (3) months for reasons recorded in writing, if satisfied that these reasons prevented the lodging of the complaint.

    2. On receipt of such formal written complaint, the Internal Committee in question shall conduct a preliminary investigation into the complaint in order to determine whether a prima facie case is made out against the alleged offender. For this purpose the Internal Committee may constitute a sub-committee from amongst its members or nominate any individual member to conduct such investigation. The preliminary investigation would ordinarily be concluded within thirty (30) days of the receipt of the formal written complaint by the Internal Committee. However the presiding officer shall decide based on the compliant received, if the preliminary investigation is to be conducted or not.

    3. If the aggrieved woman is unable to lodge the complaint on account of her incapacity, the following may do so on her behalf, with her written consent.
      - Legal heir, relative or friend
      - Co-worker
      - Any person having the knowledge of the incident

  11. Enquiry Methodology

    If as a result of the preliminary investigation, a prima facie case is made out against the alleged offender, the Presiding Officer will call a meeting of the Internal Committee members and appoint the enquiry officers to conduct the enquiry into the compliant received .Where the preliminary investigation is not required to be conducted to verify the compliant received so received , the presiding officer of the Internal committee shall appoint the enquiry officers comprising a minimum of three (3) members of the Internal committee including herself to conduct into the compliant so received. The enquiry officers will follow the procedure as detailed:

    1. The enquiry officers shall provide the respondent (offender) a copy of the complaint received from the aggrieved woman within a period of seven (7) working days.

    2. The aggrieved woman shall file a list of witnesses, with their addresses and supporting documents to the enquiry officers for records and purpose of conducting the inquiry.

    3. On receipt of the complaint the respondent shall file his reply to the enquiry officers along with list of documents and names of witnesses with their respective addresses, within a period of ten (10) working days from date of receipt.

    4. In conducting the inquiry, a minimum of three (3) members of the Internal Committee including the Presiding Officer or the Chairperson, as the case may be, shall be present.

      In the event, where either the victim or the accused is a member of any Internal Committee, they shall not be included in the proceedings of the enquiry and decision making for the incident in question. A replacement shall be made to ensure the constitution of the Committee remains within the purview of the law.

    5. For the purpose of conducting the enquiry, as provided in The Sexual Harassment of Women At Workplace (Prevention, Prohibition and Redressal) Act, 2013 Act under reference, the Internal Committee is vested with the same powers as a civil court under the Code of Civil Procedure in respect of :

      1. Summoning and enforcing the attendance of any person and examining him/her on oath;
      2. Requiring the discovery of any production of documents
      3. Any other matter which may be prescribed
    6. The Presiding Officer or the Chairperson, as the case may be, being the convener of the inquiry hearings shall notify the parties in writing about the date time and venue of the inquiry. The Internal Committee will then forward the reply to the aggrieved woman and sends a notice to both parties for hearing.

    7. The Internal Committee shall conduct the inquiry in accordance with the principles of natural justice.

    8. Subject to the point # 6, the Committee reserves the right to either terminate the inquiry proceedings or give an ex-parte decision on the complaint if the parties concerned fail to be present for three consecutive hearings without sufficient cause as determined by the convener of the hearings, provided that such termination or exparte order may not be passed without giving a notice in writing 15 days in advance to the parties concerned.

    9. The parties shall have the right to be assisted and/or represented in the inquiry by an employee representative of their choice.

    10. The inquiry shall be completed within a period of ninety (90) days.

    11. On completion of the inquiry , the enquiry officers shall submit a report to the presiding officer of the Internal committee and the Presiding officer shall provide a report of the findings to the organization within a period of ten (10) days along with its recommendation.

    12. In case the complaint is not established, and the Internal Committee comes to a conclusion that the compliant is malicious or the complainant has made the compliant knowing to be false or produced any forged or misleading document, The Internal committee may recommend the management that no action is required against the person against the whom the compliant is made and to take action against the woman or the person who has made such malicious compliant .

    13. In case the complaint is upheld or established, the Internal committee shall recommend to the organization to act upon the recommendation within sixty (60) days of its receipt and send the report of such implementation to the Committee.

    14. If the complainant or the respondent is not satisfied by the recommendations or non-implementation of such recommendations, either party can appeal to the tribunal or court within 90 days.

  12. Action during pendency of Inquiry

    During the pendency of the inquiry the aggrieved woman may submit a written request to the internal committee based on which the internal committee may recommend to the organization:

    1. Transfer the aggrieved woman or the respondent to any other work place;
    2. Grant leave to the aggrieved woman upto a period as deemed appropriate provided such leave shall be over and above what she is otherwise entitled to;
    3. Restrain the respondent from reporting on the work performance of the aggrieved woman or and assign the same to another officer.
  13. Confidentiality

    EIL recognises that recounting the experience of sexual harassment is traumatic and can damage the complainant’s dignity. Therefore, a complainant should not be required repeatedly to recount the events complained of where this is not necessary.

  14. Duties of the Internal Committee
    1. Receiving complaints and creating awareness for prevention of sexual harassment at the workplace
    2. Initiating and conducting inquiry as per the established procedure
    3. Submitting findings and recommendations of inquiries
    4. Coordinating with the employer in implementing appropriate action
    5. Maintaining strict confidentiality throughout the process as per established guidelines
    6. Submitting annual reports in the prescribed format
    7. Issuing from time to time notifications, guidelines, and the like, for combating sexual harassment at work, as well as carrying out amendments in consonance with legislation and latest judgments on the issue;
    8. The Internal Committee would keep a track of all cases pertaining to complaints of sexual harassment at various stages and facilitate closure of such cases as per the tenets of law;
    9. The Internal Committee would also maintain records of all cases pertaining to complaints of sexual harassment at work and record the outcome of investigations or enquiries and the action taken thereon;
    10. Contributing to the promotion of appropriate work conditions, leisure, health hygiene and ensure that there is no hostile discrimination at workplaces because of the gender of such person;
    11. Ensuring policy compliance from all parties involved in the process, and;
    12. Reviewing the policy every year and also processing compliance at such intervals as required by the provisions of the The Sexual Harassment of Women At Workplace (Prevention, Prohibition and Redressal) Act, 2013
  15. Disciplinary Action

    If the result of the investigation/inquiry holds the alleged offender guilty of an act constituting sexual harassment, the Management shall take appropriate disciplinary action against the offender. The punishment imposed shall be commensurate with the gravity of the misconduct and other relevant circumstances

  16. Criminal Proceedings

    Where such conduct amounts to a specific offence under the Indian Penal Code or under any other law, the Company shall initiate appropriate action, based on the recommendation of the Internal Committee, in accordance with law by filing a complaint with the appropriate authority.

  17. Third-party Harassment

    EIL also stands committed to take appropriate preventive and remedial action to prevent sexual harassment of its employees by non-employees. Where sexual harassment occurs as a result of an act by any third party or outsider, the Management would take all steps necessary and reasonable to assist the victim in terms of support and preventive action. Should any employee face sexually harassing behaviour at work from a third party, such as a client or customer of EIL. and its subsidiaries, the Management would take appropriate corrective or remedial action. However, it would be necessary for the complainant/recipient to promptly report such harassment to the organization or the designated officers so as to enable the Management to take appropriate action. Unless the employee reports the harassment to the Management, the latter in no case shall be responsible or liable in this regard.

  18. Decision and Escalation Matrix

    The matrix given below mentions the key stakeholders for each step in the investigation, decision making process.

    Grade of Respondent/Accused Investigation & Recommendations By Escalation and Final Decision By
    Upto M5 Factory/Regional Committee Apex Committee
    M4 and Above Apex Committee MD & CEO
  19. Your Helpline

    You may write to poshcomplaints@exide.co.in and be assured of complete anonymity being maintained.

    However, please note that for any sort of investigation to take place; your identity would have to be disclosed to the committee members and compliant procedure as detailed in this policy will need to be followed. This would be done only after seeking your agreement on the same.

    The management shall periodically monitor, review and evaluate the working and efficacy of this policy. The present policy amends the earlier policy, and shall be governed by and construed in accordance with the laws of India.

Whistle Blower Policy

Preface

As a Company, Exide Industries Ltd. (‘the Company’) is committed to conducting its business by adopting the high standards of professional integrity and ethical behaviour. Towards this end, the Company has adopted a Code of Conduct for Directors and Senior Management Personnel (“the Code”), which lays down the principles and standards that should govern the actions of the Directors and Senior Management.

In compliance with the provisions of Section 177 (9) and (10) of the Companies Act 2013 (“the Act” or “Act”), every listed company has been mandated to establish a vigil mechanism for directors and employees of the company to report to the chairperson of the Audit Committee instances of unethical, actual or suspected, fraud or violation of the Company’s Code or Policies. Further, the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) inter alia provides for a mandatory requirement for all listed companies to establish a vigil mechanism called the “Whistle Blower Policy” for Employees (as hereinafter defined) to report genuine concerns about unethical behavior, actual or suspected, fraud or violation of the Company’s Code of conduct or ethics policy.

Accordingly, this Whistle Blower Policy (“the Policy” or “this Policy”) has been formulated with a view to provide a vigil mechanism for ‘Employees’ and ‘Stakeholders’ to approach the Whistle Officer.

This Policy allows for disclosure of such matters internally, without fear of reprisal, discrimination or adverse employment consequences, and also permits the Company to address such disclosures or complaints by taking appropriate action, including but not limited to, disciplining or terminating the services of those responsible.

Definitions

The terms not defined herein below shall have the meaning assigned to them under the Act.

  1. “Audit Committee” means Audit Committee of Directors of the Company constituted by the Board of Directors of the Company in accordance with Section 177 of the Companies Act 2013 and read with Regulation 18 of the Listing Regulations.

  2. “Appropriate 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 a fine, suspension from official duties or any such action as is deemed to be fit considering the gravity of the matter.

  3. “Employee” means every director and employee of the Company (including Exide’s Indian subsidiaries, whether working in India or abroad).

  4. “Good Faith” An Employee or Stakeholder shall be deemed to be communicating in “good faith”, if there is a reasonable basis for communication of unethical and improper practices or any other alleged wrongful conduct. Good Faith shall be deemed lacking when the Employee or Stakeholder does not have personal knowledge on factual basis for the communication or where the Employee or Stakeholder knew or reasonably should have known that the communication about the unethical and improper practices or alleged wrongful conduct is malicious, false or frivolous.

  5. “Investigators” mean those persons authorised, appointed, consulted or approached by the Whistle Officer / the Audit Committee for the purpose of investigation into the facts of a case.

  6. “Protected Disclosure” means any communication made in good faith that discloses or demonstrates information that may evidence illegal or unethical or improper behavior, actual or suspected fraud or improper activity.

  7. “Subject” means a person against or in relation to whom a Protected Disclosure has been made or evidence gathered during the course of an investigation.

  8. “Whistle Blower” means an Employee or Stakeholder making a Protected Disclosure under this policy.

  9. “Whistle Officer” means an officer nominated / appointed by the Audit Committee of the Company.

Scope

  1. The Whistle Blower’s role is that of a reporting party with reliable information. They are neither required nor expected to act as investigators or finders of fact, nor would they determine the appropriate corrective or remedial action that may be warranted in a given case. Whistle Blowers provide initial factual information backed by a reasonable belief that an improper or unethical practice has occurred.

  2. Whistle Blowers should not act on their own in conducting any investigative activities, they do not have a right to participate in any investigative activities other than as requested by the Whistle Officer / Chairperson of the Audit Committee or the Investigators.

  3. Reportable matters in the context of this policy include but are not limited to malpractices / events which have taken place / suspected to take place involving:

    1. abuse of authority;

    2. breach of contract;

    3. breach of the Company code of conduct;

    4. Financial irregularities including questionable accounting or auditing matters, fraud or suspected fraud, or, deliberate error in preparation of financial statements or misrepresentation of financial reports, bribery, corruption;

    5. Manipulation of company data / records;

    6. Pilferage including of confidential / proprietary information;

    7. Any unlawful act whether criminal/civil;

    8. Deliberate violation of the law/ rules/ regulation;

    9. misappropriation of companies funds / assets;

    10. employee misconduct;

    11. health & safety;

    12. environmental issues;

    13. negligence causing substantial and specific danger to public health and safety;

    14. leak of unpublished price sensitive information (UPSI) as defined in the Code of Conduct to regulate, monitor and report trading by Designated persons;

    15. and any other unethical conduct.

  4. Protected Disclosure will be appropriately dealt with by the Whistle Officer.

  5. This Policy is not, however, intended to question financial or business decisions taken by the Company that are not reportable matters nor should it be used as a means to reconsider any matters which have already been addressed pursuant to disciplinary or other internal procedures of the Company. Further, this Policy is not intended to cover career related or other personal grievances.

This Policy extends to all Employees and Stakeholder and comes into effect immediately.

Eligibility

All Employees and Stakeholders are eligible to make Protected Disclosures under the Policy. The Protected Disclosures should be in relation to matters concerning the Company.

Disqualifications

  1. While it will be ensured that genuine Whistle Blowers will be provided complete protection from any kind of unfair treatment as herein set out, any abuse of this protection for personal gain or otherwise will warrant appropriate action.

  2. Protection under this policy will not imply protection from appropriate action arising out of false allegations made by a Whistle Blower, inspite of knowing it to be false, or made with a mala fide intention.

  3. Whistle Blowers, who make a Protected Disclosure, which has 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 Blower, the Management would reserve its right to take/recommend appropriate action.

Guiding Principles

To ensure that this policy is adhered to and to assure that the concern will be acted upon seriously, the Company will:

  1. Ensure that the Whistle Blower and/or the Whistle Officer is not victimized for doing so.

  2. Treat victimization as a serious matter, including initiating appropriate action on such person/s.

  3. Ensure complete confidentiality.

  4. Not attempt to conceal evidence of the Protected Disclosure.

  5. Take appropriate action, if any one destroys or conceals evidence of the Protected Disclosure made / to be made.

  6. Provide an opportunity of being heard to the person involved especially to the Subject.

Procedure

  1. All Protected Disclosures should be addressed to the Whistle Officer by the Whistle Blower for investigation through letter and / or e-mail.

  2. The contact details of the Whistle Officer are as under:

    Whistle Officer
    Exide Industries Limited
    ‘Exide House’
    59E, Chowringhee Road
    Kolkata – 700 020
    E-mail - ethics@exide.co.in
  3. If a Protected Disclosure is received by any Employee other than Whistle Officer, the same should be forwarded to the Whistle Officer for further appropriate action. The Employee forwarding such Protected Disclosure must take appropriate care so that the identity of the Whistle Blower is not divulged in the process.

  4. Protected Disclosures should be reported in writing so as to ensure a clear understanding of the issues raised and should either be typed or written in legible handwriting in English, Hindi or in the regional language of the place of employment of the Whistle Blower.

  5. Protected Disclosures should be factual. They should not be 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 and the urgency of a preliminary investigative procedure. The Whistle Blower must provide all corroborating evidence as is available to the extent possible, at the earliest, preferably within 30 days of the occurrence of the event.

  6. The Whistle Blower must disclose his/her identity in the covering letter forwarding such Protected Disclosure. Protected Disclosures expressed anonymously will not be considered / investigated. The Whistle Officer shall detach the covering letter and forward only the Protected Disclosure to the Investigators for investigation and protect the confidentiality of the Whistle Blower, in any other manner.

  7. To the extent possible, the complaint or disclosure must include the following:

    1. The identity of the Subject, and/or outside party or parties involved;

    2. The sector of the Company where it happened (division, office);

    3. When did it happen: a date or a period of time;

    4. Type of concern (what happened);

      1. Financial reporting;

      2. Legal matter;

      3. Management action;

      4. Employee misconduct; and/or

      5. Health &safety and environmental issues

    5. Submit proof or identify where proof can be found, if possible;

    6. Who to contact for more information, if possible; and/or

    7. Prior efforts to address the problem, if any

  8. All allegations received will be documented and assigned an identification number.

  9. If initial enquiries by the Whistle Officer indicate that the concern has no basis, or it is not a matter for investigation to be pursued under this Policy, it may be dismissed at this stage. The decision shall be documented and communicated to the Whistle Blower.

  10. Where initial enquiries indicate that further investigation is necessary, the Whistle Officer may take the help of any internal / external Investigators to facilitate the investigation process.

Investigation

  1. All Protected Disclosures reported under this Policy will be thoroughly and duly investigated by the Whistle Officer, who will investigate / oversee the investigations. The Whistle Officer may at his sole discretion, consider the involvement of any Investigators for the purpose of investigation and appoint the same.

  2. The decision to conduct an investigation 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.

  3. The identity of a Subject will be kept confidential to the extent possible given legitimate requirements of law and the investigation.

  4. Subject will be informed of the allegations at the outset of a formal investigation, and be given sufficient opportunities for providing inputs during the investigation.

  5. Subject shall duly co-operate with the Whistle Officer or any of the Investigators during investigation to the extent that such co-operation will not compromise self- incrimination protections available under the applicable laws.

  6. Subject has a right to consult with a person/s of choice, save and except the Whistle Officer, Investigators and the Whistle Blower. This may involve representation including legal representation. Subject shall be free at any time to engage counsel at their own cost to represent them in the investigation proceedings.

  7. Subject has 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 Subject. If he/she is found indulging in any such actions, it will make him/her liable for appropriate actions. Under no circumstances should Subject compel the Whistle Officer or the Investigators to disclose the identity of the Whistle Blower.

  8. Unless there are compelling reasons not to do so, Subject 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.

  9. Subject has a right to be informed of the outcome of the investigation.

  10. The investigation shall be completed normally within 45 days of the receipt of the Protected Disclosure or as soon thereafter as may be possible.

  11. In the event Whistle Officer or any member of the Audit Committee is the Subject, he/she will not be part of the investigation of the case in question.

Protection

  1. The Company will not tolerate any retaliation against the Whistle Blower for reporting in good faith any inquiry or concern. No unfair treatment will be meted out to a Whistle Blower by virtue of his/her having reported a Protected Disclosure under this policy. The Company, as a policy, condemns any kind of discrimination, harassment, victimization or any other unfair employment practice being adopted against the Whistle Blowers. Necessary steps will be taken to minimize difficulties which the Whistle Blower may experience as a result of making the Protected Disclosure.

  2. The Whistle Blower shall be protected from any retaliation, threat of termination of service, appropriate action, transfer, demotion, refusal of promotion, or the like including any direct or indirect use of authority to obstruct the Whistle Blower’s right to continue to perform his/ her duties/functions including making further Protected Disclosure.

  3. The identity of the Whistle Blower shall be kept confidential to the extent possible and permitted under law. However, Whistle Blowers are cautioned that their identity may become known for reasons outside the control of the Whistle Officer/Investigators.

  4. Any other Employee or Stakeholder assisting in the said investigation shall also be protected to the same extent as the Whistle Blower.

  5. In case a Whistle Blower feels that he/she has been victimized in employment related matters because of reporting about the violation of the Policy, he/ she can submit a ‘Grievance’ to the Audit Committee, giving specific details of nature of victimization allegedly suffered by him/her. All such grievances will be examined by the aforesaid Audit Committee. The Audit Committee will meet at regular intervals and examine the grievances on their merits. The Audit Committee will also conduct necessary investigation of the concern and recommend appropriate action as the case may be. The decision of the Audit Committee shall be final.

  6. While Management is determined to give appropriate protection to the genuine Whistle Blower, the Employees and Stakeholder at the same time are advised to refrain from using this facility for furthering their own personal interest. If proved, such intention and action will warrant appropriate action.

  7. The protection is available provided that:

    1. The communication/disclosure is made in good faith.

    2. He / She reasonably believes that information, and any allegations contained in it, are substantially true.

    3. He / She is not acting for personal gain.

Investigators

  1. Investigators are required to conduct a process towards fact finding and analysis related to alleged unethical activities. Investigators shall derive their authority and access rights from the Whistle Officer when acting within the course and scope of their investigation.

  2. Technical and other resources may be drawn upon as necessary to assist and support the investigation. All Investigators shall be independent and unbiased in their endeavours. Investigators have a duty of fairness, objectivity, thoroughness, ethical behavior, and observance of legal and professional standards.

  3. Formal investigations will be launched only after a preliminary review by the Whistle Officer , which establishes that:

    1. the alleged act constitutes an improper or unethical activity or conduct, and

    2. 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 by virtue of its nature.

  4. The Investigators shall finalise and submit the report to the Whistle Officer normally within 30 days of the receipt of the request for investigation.

Decision

If an investigation leads the Whistle Officer to conclude that an improper, illegal or unethical act has been committed, the Whistle Officer shall recommend to the management of the Company to take such appropriate corrective action as the management may deem fit. The decision / action taken by the Management shall be final.

Reporting

On conclusion of the investigation process, the Whistle Officer shall either:

  1. In case the Protected Disclosure is proved, accept the findings and recommend to the management of the Company such appropriate action as deemed fit as per Company’s procedures and take preventive measures to avoid recurrence of the matter;

  2. In case the Protected Disclosure is not proved, extinguish the matter; or

  3. Depending upon the seriousness or the gravity of the matter, may refer the matter to the Audit Committee for carrying out the investigation. On completion of investigation, the Audit Committee shall recommend to the management of the Company to take such appropriate corrective action as the management may deem fit.

The Whistle Officer shall report to the Audit Committee on a regular basis about all the Protected Disclosures referred to him, together with the results and finding of the investigations, if any.

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 from the date of receipt.

Protected Disclosures concerning the Whistle Officer

All Protected Disclosures made by the Employees or Stakeholder where the Subject is the Whistle Officer shall be made to the Audit Committee and the provisions of this Policy shall apply mutates-mutandis to the Audit Committee instead of the Whistle Officer. All Protected Disclosures concerning the Whistle Officer shall be addressed to:

Chairperson - Audit Committee
Exide Industries Limited
‘Exide House’
59E, Chowringhee Road
Kolkata – 700 020

Amendment

The Company 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 or Stakeholder unless the same is notified to them.

Whilst, the Company has made best efforts to define detailed procedures for implementation of this policy, there may be occasions when certain matters are not addressed or there may be ambiguity in procedure. Such ambiguities / difficulties will be resolved in line with the broad intent of the policy. The Company may also establish further rules and procedures, from time to time, to give effect to the intent of this policy and further the objective of good corporate governance.

Interpretation

In any circumstance where the terms of this policy differ from any existing or newly enacted law, rule, Regulation or standard governing the Company, the law, rule, Regulation or standard will take precedence over these policies and procedures until such time as this policy is changed to conform to the law, rule, Regulation or standard.

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