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EXIDE INDUSTRIES LIMITED

CODE OF CONDUCT

  1. This Code of Conduct (“Code”) for the Employees of Exide Industries Limited (“EIL” or “Exide” or “the Company”) helps in maintaining and following the standards of business conduct of the Company. The purpose of the Code is to deter wrongdoing and promote ethical conduct in the Company. The matters covered in this Code are of the utmost importance to the Company, its stakeholders and business partners. Further, these are essential so that we can conduct our business in accordance with our stated values.
    2. Ethical business conduct is critical to a business. Accordingly, Employees of the Company are expected to read and understand this Code, uphold these standards in day-to-day activities, and comply with all applicable laws, rules and regulations and all applicable policies and procedures adopted by the Company that govern their conduct. This Code is applicable to each Employee of the Company (whether regular, fixed- term or temporary) and includes trainee, seconded staff, casual worker and agency staff, intern, or any other person associated with the Company (‘collectively referred as “Employee/s”). Each Employee should affirm to this Code indicating that they have received, read and understood, and agreed to comply with the Code. All other stakeholders who are contractually obligated to the Company are encouraged to follow the Code of Conduct of the Company in all the business dealings and operations of the Company.
  2. Code of Conduct for Employees has been drawn from EIL’s vision & values. These guidelines are in consonance with group core values & organization culture. It provides general guidance about the Company's expectations, highlights situations that may require particular attention and references additional resources and channels of communication available to Employees. It clearly sets standards of behaviour expected to be displayed in every interaction that an Employee carries in the course of work.This Code recognizes the expectations of all stakeholders with whom EIL works. Provisions of the Code are based on universal ideals and principles It's practice by Employees and Associates in the course of business provides sustainability and success over long duration.
  3. All Employees are expected to act in accordance with the highest standards of personal and professional integrity, honesty and ethical conduct, while working on the Company’s premises, at Company sponsored business and social events, or at any other place where Employees represent the Company. Honest conduct is understood as such conduct that is ethical, fair, transparent, free from fraud or deception and conforming to the accepted professional standards. Ethical conduct includes the ethical handling of actual or apparent conflicts of interest between personal and professional relationships. .
  4. Employees must comply with all applicable governmental laws, rules and regulations. They must acquire appropriate knowledge of the legal requirements relating to their duties sufficient to enable them to recognize potential dangers, and to know when to seek advice. Employees must comply with the Company’s policies HR Department will arrange training for those Employees who are discharging the functions relating to compliance with the rules/ laws/ technical know and research & development activities for their respective departments.
  5. Exide is a publicly listed company. This means that the securities are being traded by the public. The price of our securities may fluctuate on the basis of publicly available information about the Company’s activities. Insider Trading is a breach of the trust and confidence placed by the Company and Investors in the employees and is illegal. It is unfair to investors and undermines their confidence in the fairness and integrity of the securities markets. Employees must: (i) preserve the confidentiality and prevent misuse of any unpublished price sensitive information about the Company or any of its securities; (ii) be transparent and fair in dealing with all stakeholders of the Company; and; (iii) strictly comply with applicable regulations of the Securities and Exchange Board of India and the relevant provisions of the Companies Act, 2013. For further information refer Exide Code of Conduct for Prevention of Insider Trading at https://www.exideindustries.com/investors/governance-policies.aspx
  6. Employees must ensure free and open competition, and never engage in improper practices that may limit competition through illegal and unfair means. Employees must not enter into agreements with competitors to engage in any anti-competitive behaviour, including setting prices or dividing up customers, suppliers or markets. As Exide’s business interests are spread across the world, Exide may be subject to competition laws of various jurisdictions. Most countries have well-developed bodies of law designed to encourage and protect free and fair competition. Exide is committed to adhering to these laws both in letter and spirit. These laws often regulate Exide’s relationships with our distributors, dealers and customers.
  7. Exide discourages bribery and corruption in any form. The Company’s policy is to conduct our business in an ethical manner as well as create a work environment that is conducive to members and associates alike, based on our values and beliefs. Employees must be compliant to the anti-corruption laws and combat corruption risks and are expected to always encourage and ensure meritocracy; compliance with the laws and follow both as a principle while interacting with any third parties. Employees and business partners are expected to be aware of and follow all anti-corruption and anti-bribery laws everywhere we do business. They must be careful to avoid even the appearance of offering or accepting an improper payment, bribe or kickback. Control over intermediaries and third parties who are operating on our behalf is important. Employees must exercise due diligence to ensure that their reputation, background and abilities are appropriate and meet our ethical standards. We must never do anything through a third party that we are not allowed to do by ourselves. For further information, refer to Anti-bribery and Anti-corruption Policy on www.exideindustries.com
  8. Anti-money laundering refers to a set of laws, regulations, and procedures intended to prevent criminals from disguising illegally obtained funds as legitimate income. Anti-money-laundering laws and regulations target criminal activities including market manipulation, trade in illegal goods, corruption of public funds, and tax evasion, as well as the methods that are used to conceal these crimes and the money derived from them. Exide is committed to complying with all anti-money laundering laws and regulations around the world, as applicable to Exide.
  9. Exide respects the right of every employee to have political beliefs and affiliations that are within the realms of applicable laws. Employees may personally participate in politics, including making political contributions, but should not conduct political activity during working hours. They must always make it clear that their views and actions are their own and not those of the Company and must never use the Company’s resources to support their personal choice of political parties, causes or candidates. Employees whose work requires lobbying communication with any member or employee of a legislative body or with any government official in the formulation of legislation must have prior approval of such activity from the Managing Director & Chief Executive Officer (MD & CEO) of the Company.
  10. Exide is committed towards providing best-in-class products and services to the customers, maintaining/enhancing customer's satisfaction, selecting suppliers fairly and in line with the business, strategic, commercial interest of the Company. We intimately understand our customers (both external and internal). We also understand that customer loyalty, retention and market share gain is maximized through clear focus on the needs and expectations of both existing and potential customers. Keeping in mind the competitive advantage, we anticipate and gather customers’ needs and expectations and act in order to meet / exceed them through product and service quality. We build and maintain effective and proactive relationships with customers. Employees are expected to work cohesively with our channel partners around the world, building strong relationships based on tolerance, understanding and mutual cooperation. They must constantly drive initiatives to develop and sustain our channel partners with a view to improvise the business
  11. We are committed to generate and maintain complete and accurate Company records. In this regard, the Company has framed “Preservation of documents and Archival policy” and all Employee’s should preserve, maintain, archive and destroy the official records in accordance with policy. The official records, books and accounts are the property of the Company at all times and shall be handed over to the Company at the termination of service or on superannuation. For further information on record retention, refer our policy on Preservation of documents and Archival policy on https://www.exideindustries.com/investors/governance-policies.aspx
  12. An employee’s duty to the Company demands that he or she avoids and discloses actual and apparent conflicts of interest. A conflict of interest exists where the interests or benefits of one person or entity conflict with the interests or benefits of the Company. Examples include:
    13. A. Employment / Outside employment. In consideration of employment with the Company, Employees are expected to devote their full attention to the business interests of the Company. They are prohibited from engaging in any activity that interferes with their performance or responsibilities to the Company, or is otherwise in conflict with or prejudicial to the Company. The Company’s policies prohibit Employees from accepting simultaneous employment or consultancy with suppliers, customers, or competitors of the Company, or from taking part in any activity that enhances or supports a competitor’s position. Additionally, they must disclose to the Company’s HR department, any interest that they have that may conflict with the business of the Company. B. Outside directorships and employment. It is a conflict of interest to serve as a Director / employee in any other organization which is doing the similar business in which the Company is engaged. Therefore, no Employee of the Company can serve in any other organization as Employee/ Director of that organization which is doing the similar business in which this Company is engaged. However, any Employee of the Company may with the prior written approval of the Managing Director / Board of Directors of the Company accept position of non- whole time directors in any other organization which is doing similar business in which our Company is engaged. Related parties. As a general rule, Employees should avoid conducting Company business with a relative, or with a business in which a relative is associated in any significant role. Relatives include spouse, children, parents, grandparents, grandchildren, aunts, uncles, nieces, nephews, cousins, step relationships, and in-laws. The Company discourages the employment of relatives of Employees in positions or assignments within the same department. Further, the Company prohibits the employment of such individuals in positions that have a financial dependence or influence (e.g., an auditing or control relationship, or a supervisor / subordinate relationship). C. Payments or gifts from others. Under no circumstances may Employees accept any offer, payment, promise to pay, or authorization to pay any money, gift, or anything of value from customers, vendors, consultants, etc., that is perceived as intended, directly or indirectly, to influence any business decision, any act or failure to act, any commitment of fraud, or opportunity for the commitment of any fraud. Inexpensive gifts, infrequent business meals, celebratory events, and entertainment, provided that they are not excessive or create an appearance of impropriety, do not violate this policy. Before accepting anything that may not qualify as an inexpensive or token gift from an employee of any entity, the HR department may be contacted. Questions regarding whether a particular payment or gift violates this policy are to be directed to the HR department. Gifts given by the Company to suppliers or customers, or received from suppliers or customers, should be appropriate to the circumstances and should never be of a kind that could create an appearance of impropriety. However, employees may accept inexpensive gifts given during festive occasions such as Diwali/Puja or New Year. D. Corporate opportunities. Employees may not exploit for their own personal gain the opportunities that are discovered through the use of corporate property, information or position, unless the opportunity is disclosed fully in writing to the Company. E. Other situations. Because other conflicts of interest may arise, it would be impractical to attempt to list all possible situations. If a proposed transaction or situation raises any questions or doubts, Employees must consult the HR department.
  13. We are committed to transparency in our disclosures and public communications. All communications should have a clear, consistent voice when providing information to the public and the media. The Managing Director & CEO is the person who would normally interact with the media/ radio/ press/social media, etc., other than those authorised by him. No employee of the Company can criticize the Company in any article / in radio/ TV broadcast/social media etc.
  14. Social media sites and services are a popular method of communication and interaction. Exide believe that Social Media tools such as blogs, micro-blogs, online forums, content-sharing websites and other digital channels established for online interaction and connection are increasingly used to promote the company's products and services to their Customers, Business Partners and Employees. All Stakeholders participate in online communications and share their individual opinions. However, Employees must remember to be cautious when such activity involves information about or may affect the perception of Exide, its customers and business partners. All Employees are expected to conduct themselves professionally in their online activities and to respect and protect the reputation of Exide, its customers, and business partners. All rules which apply to offline conduct also apply to online comments, postings and other communications. Exide reserves the right to review and monitor the online activities of its Employees when they are relevant to the company, as well as any online communications made using company resources (computers, phones, tablets, data cards, etc.). If Exide perceives that such online activity is in violation of company policies, appropriate investigation and action will be taken. In case (during the existence of this agreement or after determination) any Exide Employee wishes to write/publish a book or make any documentary, or any write up (work) which contains information/ reference of the Company or any of its employees, he/she must obtain written permission from the Company, prior to conception of work, and he/she shall provide the work to Company after it is completed but before publication for final approval. Decision of Company in this regard shall be final and binding on Employees. For further information, please refer Social Media Policy at https://www.exideindustries.com/about/policies-certifications.aspx
  15. No Employee of the Company shall disclose confidential information, including commercial secrets, technologies, advertising and sales promotion plans, unpublished price sensitive information, unless such disclosure is expressly approved by the Board or required by law. One of our most valuable assets is information. The unauthorized release of confidential information can cause Exide to lose a critical competitive advantage, embarrass the Company, and damage our relationships with customers and others. For these reasons, confidential information must be accessed, stored, and transmitted in a manner consistent with Exide’s policies and procedures. Each of us must be vigilant to safeguard Exide’s confidential information as well as third parties’ confidential information that is entrusted to us. We must keep it secure, limit access to those who have a need to know in order to do their job and avoid discussion of confidential information in public areas. “Confidential information” includes but is not limited to the following: • Client lists, vendor lists, client agreements, and vendor agreements • Trade secrets and inventions • Computer programs and related data and materials • Drawings, file data, documentation, diagrams and specifications • Know-how, processes, formulas, models, and flow charts • Research and development procedures and test results • Marketing techniques, materials and development plans, price lists, pricing policies, business plans • Financial information and projections • Employee files and other information related to human resources and benefits systems and content. The obligation to preserve Exide’s confidential information is ongoing, even after employment ends.
  16. Our intellectual property is an invaluable asset and we must protect it at all times. No third party should be allowed to use our intellectual property without authorisation or license. We are committed to safeguard others’ intellectual property as we do our own. The Employees shall always promptly disclose any intellectual property arising as your work product. The intellectual property of the Company should not be used in a degrading, defamatory, offensive or inappropriate manner. Be respectful of others’ intellectual property and never use previous employers’ intellectual property without explicit written authorisation. The Employee shall give the Company the benefit of all inventions and discoveries he/she may make during his tenure in the Company, and shall when called upon to do so, assign any such invention, discoveries, designs, patents or any other Intellectual Property Right to the Company and shall sign an agreement to this effect.
  17. The protection and appropriate use of our tangible and intangible assets is of vital importance. Employee should exercise prudence while using the Company’s assets including the Company’s premises, financial resources, work facilities, equipment, movable assets, communication systems, IT systems, data and intellectual property. Inappropriate use of our assets and resources pose substantial risk. Employees shall be responsible for the safekeeping of the Company’s assets during the employment period and return them in good condition at the time of cessation of employment with the Company.
  18. Respect for human rights is fundamental to our sustainability and the communities in which we operate. In line with our commitment to ensure people are treated with dignity and respect, the Company has framed Human Rights policy. Employees should ensure that: (i) Subject to compliance with applicable laws and in alignment to the Company’s Human Rights Policy no individuals should be discriminated against, on the basis of race, religion, colour, age, disability, gender, sexual orientation or marital status, and the sole criterion for recognition within the Company be that of work performance. (ii) Racial, sexual or any other kind of harassment is not tolerated within the Company. (iii) Personal beliefs of individuals are respected and that Company specifically disassociates itself from any activity, which challenges our commitment to cultural diversity and equal opportunities. For further information, please refer Human Rights Policy at https://www.exideindustries.com/about/policies-certifications.aspx
  19. Exide’s core values are the cornerstone of our principles of inclusion and diversity. Inclusion is a “way of life” at Exide. All Employees should continuously strive to foster an inclusive workplace where employees have the freedom to express themselves, participate and be their authentic selves. We encourage diversity of thoughts and value plurality of ideas, while respecting uniqueness among individuals. The Employees are expected to value the diversity of the people with whom they are working and the contributions they make. They should not interfere with the personnel's rights to observe tenets or practices or to meet needs relating to race, national, social origin, gender, disability, sexual orientation, family responsibility, membership or political opinion.
  20. Exide have a long-standing commitment to equal opportunity and intolerance of discrimination and harassment. The Company is dedicated to maintaining workplaces that are free from discrimination or harassment on the basis of race, sex, colour, national or social origin, religion, age, disability, sexual orientation, political opinion or any other status protected by applicable law. The basis for recruitment, training, compensation and advancement at the Company is purely qualifications, performance, skills and experience. Regardless of personal characteristics or status, the Company does not tolerate disrespectful or inappropriate behaviour, unfair treatment or retaliation of any kind, including gestures, language, threatening, abusive, exploitive or sexually coercive act in the workplace and residences and property of the Company. Harassment is unacceptable in the workplace and in any work-related circumstance outside the workplace.
  21. In pursuit of our core value of responsible corporate citizenship, we at Exide, promote employee well-being as a strategic value and fundamental component of its success, and we define well-being as more than what is traditionally thought of as occupational health and safety. The Company takes appropriate measures to prevent workplace injuries and ill health and to provide employees with a safe and healthy working environment by considering evolving industry practices and societal standards of care. We actively monitor and comply with the applicable health and safety laws. Exide is committed to providing a safe and healthy workplace for colleagues and visitors to our facilities.
  22. Employees should cause the Company to strive to prevent the wasteful use of natural resources and minimize any hazardous impact of the development, production, use and disposal of any of its products and services on the ecological environment in accordance with the applicable laws. Employees should ensure that the Company adopts efficient energy management system, prevention of energy waste and utilization of natural resources in all plants. All Employees & Associates are expected to act positively to prevent injury, ill health, damage and loss arising from its operations as well as to comply with all regulatory or other legal requirements pertaining to safety, health and environment.
  23. Part of an Employee’s job and of his or her ethical responsibility is to help enforce this Code. They should be alert to possible violations and report by following any mode listed below: • Write to: grievance@exide.co.in AND / OR • Speak to your Supervisor AND / OR • Speak to Human Resources department/Managing Director & CEO • Employees may also raise concerns or queries through the channels referred to in the ‘Whistle-blower Policy’ available on Investors Page section. Employees must co-operate in any internal or external investigations of possible violations. Reprisal, threat, retribution or retaliation against any person who has, in good faith, reported a violation or a suspected violation of law, this Code or other company policies, or against any person who is assisting in any investigation or process with respect to such a violation, is prohibited. Actual violations of law, this Code, or Company’s other policies or procedures, should be promptly reported to the Human Resources Head. The Company will take appropriate action against any officer whose actions are found to violate the Code or any other policy of the Company, after giving him a reasonable opportunity of being heard. Where laws have been violated, the Company will cooperate fully with the appropriate authorities and regulators.
  24. The Company strives to impose discipline that fits the nature, gravity and circumstances of each Code violation. Where appropriate, the Company takes prompt corrective- action including, issuing letters of reprimand for less significant, first-time negligent offenses. Violations of a more serious nature may result in transfer, suspension without pay; loss or reduction of merit increase, bonus or termination of employment without compensation. The complainant’s views may be taken into consideration for this purpose.
  25. The Code shall be displayed to all employees through intranet portal of Exide, under the Section of ‘Policies’ and on the website of the Company.
  26. Any changes in the Policy shall be notified through the intranet portal and website by way of updated Policy document.
  27. The Code shall be displayed to all employees through intranet portal of Exide, under the Section of ‘Policies’ and on the website of the Company. Any changes in the Policy shall be notified through the intranet portal and website by way of updated Policy document. If any provision of this Agreement is held illegal or unenforceable by any court or other authority of competent jurisdiction, such provision shall be deemed severable from the remaining provisions of this Agreement and shall not affect or impair the validity or enforceability of the remaining provisions of the Agreement in such jurisdiction and shall not affect or impair the enforceability of such provision in any other jurisdiction. The current policy shall come into effect from 1st April, 2024.
  28. If any provision of this Agreement is held illegal or unenforceable by any court or other authority of competent jurisdiction, such provision shall be deemed severable from the remaining provisions of this Agreement and shall not affect or impair the validity or enforceability of the remaining provisions of the Agreement in such jurisdiction and shall not affect or impair the enforceability of such provision in any other jurisdiction. The current policy shall come into effect from 1st April, 2024.

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. Your personal information will be used strictly as per the law for the purpose of the Inquiry.

    If there is a conflict between the terms under this Policy and the applicable local law/guidelines, the terms under the applicable local law/guidelines shall prevail over the terms under this Policy.

    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.

    Note:
EIL has a zero-tolerance policy against harassment for all Personnel irrespective of their gender and hence this policy will be treated as a gender-neutral Policy and shall apply mutatis mutandis to all Personnel irrespective of their sexual orientation or preferences. All the references made above to ‘woman’ will be construed as ‘complainant of any gender’. The Committees mentioned above will have the authority to deal with all the complaints in the same manner as mentioned above. Version History Version Number Date of Enforcement V1.0 – V5.0 2018 – 2022 V6.0 30th October, 2023 V7.0 1st April, 2024

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.

This policy was initially approved on by the Board of Directors at its meeting held on 21st July 2014 and subsequently amended on following dates:

1st amendment – 21.01.2016 (Ver. 2.0)

2nd amendment – 04.02.2019 (Ver 3.0)

I agree to all terms and conditions



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