Whistle Blower Policy

OVOBEL FOODS LIMITED
WHISTLE BLOWER POLICY

Preface:

1. The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour.

1.1. In its endeavour to provide its employee a secure and a fearless working environment, Ovobel Foods Limited has established “Whistle Blower Policy”.

1.2. The purpose of the policy is to create a fearless environment for the employees to report any instance of unethical behaviour, actual or suspected fraud or violation of Ovobel Foods Limited code of conduct or ethics policy to the Compliance officer Mr. Sudhir Kulkarni.

1.3. The framework of the policy strives to foster responsible and secure whistle blowing. This policy should be read in conjunction with applicable regulations & existing policies and procedures of Ovobel Foods Limited.

1.4. The Company is committed to developing a culture where it is safe for all employees to raise concerns about any poor or unacceptable practice and any event of misconduct.

1.5. The Companies Act 2013, provides, a mandatory requirement, for all listed companies to establish a mechanism called “Whistle Blower Policy” for employees to report to the management instances of unethical behaviour, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy.

1.6. The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects employees wishing to raise a concern about serious irregularities within the Company.

1.7. The policy neither releases employees from their duty of confidentiality in the course of their work, nor is it a route for taking up a grievance about a personal situation.

2. Policy:

2.1. This Policy is for the Employees as defined hereinafter.

2.2. The Policy has been drawn up so that Employees can be confident about raising a concern. The areas of concern covered by this Policy are summarized in paragraph 5

3. Definitions:

3.1. “Audit Committee” means the Audit Committee constituted by the Board of Directors of the Company in accordance with section 177 of the Companies Act, 2013 and read with Clause 49 of the Listing Agreement with the Stock Exchanges.

3.2. “Disciplinary Action” means any action that can be taken on the completion of / during the investigation proceedings including but not limiting to a warning, imposition of fine, suspension from official duties or any such action as is deemed to be fit considering the gravity of the matter.

3.3. “Employee” means every employee of the Company including the Directors in employment of the Company

3.4. “Code” means the OVOBEL FOODS LIMITED Code of Conduct

3.5. “Investigators” mean those persons authorized, appointed, consulted or approached by the Compliance Officer to act as such

3.6. “Protected Disclosure” means a concern raised by a written communication made in good faith that discloses or demonstrates information that may evidence unethical or improper activity.

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

3.8. “Whistle Blower” is someone who makes a Protected Disclosure under this Policy.

3.9. “Whistle Officer” or “Committee” means an officer or Committee of persons who is nominated/appointed to conduct detailed investigation.

3.10. “Chief Compliance Officer” will be a designated person for the purpose of receiving all complaints under this Policy and ensuring appropriate action. In the first instance, the Audit Committee shall appoint the designated person. The Chairman of the Audit Committee shall have the authority to change the designated person from time to time if need be.

4. The Guiding Principles:

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

• Ensure that the Whistle Blower and/or the person processing the Protected Disclosure are not victimized for doing so;

• Treat victimization as a serious matter including initiating disciplinary action on such person/(s) who practices victimization;

• Ensure complete confidentiality

• Not attempt to conceal evidence of the Protected Disclosure

4.2. Take disciplinary action, if any one destroys or conceals evidence of the Protected Disclosure made/to be made;

4.3. Provide an opportunity of being heard to the persons involved especially to the Subject

5. Coverage of Policy:

5.1. The Policy covers malpractices and events which have taken place/ suspected to take place involving:

1. Abuse of authority

2. Breach of contract

3. Negligence causing substantial and specific danger to public health and safety

4. Manipulation of company data/records

5. Financial irregularities, including fraud, or suspected fraud

6. Criminal offence

7. Deliberate violation of law/regulation

8. Wastage/misappropriation of company funds/assets
9. Breach of Code of Conduct or Rules

10. Any other unethical, biased, favored, imprudent event

5.2. Policy should not be used in place of the Company grievance procedures or be a route for raising malicious or unfounded allegations against colleagues

6. Disqualifications:

6.1. While it will be ensured that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment as herein set out, any abuse of this protection will warrant disciplinary action.

6.2. Protection under this Policy would not mean protection from disciplinary action arising out of false or bogus allegations made by a Whistle Blower knowing it to be false or bogus or with a mala fide intention.

6.3. Whistle Blowers, who make any Protected Disclosures, which have been subsequently found to be mala fide, frivolous or malicious shall be liable to be prosecuted under Company’s Code of Conduct.

7. Manner in which concern can be raised:

7.1. Employees can make Protected Disclosure to Compliance Officer, as soon as possible but not later than 30 consecutive days after becoming aware of the same, by sending an e-mail to info@ovobelfoods.com / ovobelcs@gurujana.com, or, alternatively, by sending a duly signed letter to the following address:

Sudhir Kulkarni
Compliance Officer
No 46, Old No 32/1, Ground Floor,
3rd Cross, Aga Abbas Ali Road, Ulsoor
Bangalore 560 042, Karnataka
India.

7.2. Name of the Whistle Blower shall not be disclosed to the Whistle Officer/Committee.

7.3. The Chief Compliance Officer /Whistle Officer/Committee shall:

a) Make a detailed written record of the Protected Disclosure. The record will include

1. Facts of the matter.

2. Whether the same Protected Disclosure was raised previously by anyone, and if so, the outcome   thereof;

3.Whether any Protected Disclosure was raised previously against the same Subject;

4. The financial/ otherwise loss which has been incurred / would have been incurred by the Company

5.Findings of Compliance Officer /Whistle Officer/Committee;

b) The Whistle Officer/Committee shall finalise and submit the report to the Compliance Officer within 15 days of being nominated/appointed.

7.4. On submission of report, the Whistle Officer /Committee shall discuss the matter with Compliance Officer.

7.5. Investigation:

a. Investigators are required to conduct a process towards fact – finding and analysis. Investigators shall derive their authority and access rights from the Compliance Officer when acting within the course and scope of their investigation.

b. Technical and other resources may be drawn upon as necessary to augment the investigation. Investigators have a duty of fairness, objectivity, thoroughness, ethical behaviour, and observance of Legal and professional standards.

c. Investigations will be launched only after a preliminary review by the Compliance Officer which establishes that:

i. The alleged act constitutes prima facie an improper or unethical activity or conduct, and

ii. The allegation is supported by information specific enough to be investigated or in cases where the allegation is not supported by specific information, it is felt that the concerned matter is worthy of review

iii. The investigators are required to report to the Compliance Office in a manner so prescribed by him within the time frame specified by him.

In exceptional cases, where the Whistle Blower is not satisfied with the outcome of the investigation and the decision, s/he can make a direct appeal to the Chairman of the Audit Committee by sending a duly signed letter to the following address:
The Chairman,
Audit Committee,
No 46, Old No 32/1, Ground Floor,
3rd Cross, Aga Abbas Ali Road, Ulsoor
Bangalore 560 042, Karnataka
India.

7.6. Protection:
• 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 Whistle Blower. Complete protection will, therefore, be given to Whistle Blower against any unfair practice like retaliation, threat or intimidation of termination/suspension of service, disciplinary action, transfer, demotion, refusal of promotion, discrimination, any type of harassment, biased behaviour or the like including any direct or indirect use of authority to obstruct the Whistle Blower’s right to continue to perform his duties/functions including making further Protected Disclosure. The Company will take steps to minimize difficulties, which the Whistle Blower may experience as a result of making the Protected Disclosure. Thus, if the Whistle Blower is required to give evidence in criminal or disciplinary proceedings, the Company will arrange for the Whistle Blower to receive advice about the procedure, etc.

• The identity of the Whistle Blower shall be kept confidential.

• Any other Employee assisting in the said investigation or furnishing evidence shall also be protected to the same extent as the Whistle Blower

7.7. Secrecy/Confidentiality:

The Whistle Blower, the Subject, the Whistle Officer and every one involved in the process shall:
• Maintain complete confidentiality/ secrecy of the matter

• Not discuss the matter in any informal/social gatherings/ meetings

• Discuss only to the extent or with the persons required for the purpose of completing the process and investigations

• Keep the electronic mails/files under password

If anyone is found not complying with the above, he/ she shall be held liable for such disciplinary action as is considered fit.

7.8. Reporting:

A quarterly report with number of complaints received under the Policy and their outcome shall be placed before the Audit Committee and the Board.

7.9. Amendment:

The Audit Committee of the Company shall recommend to the Board any amendments or modifications in this Policy in whole or in part, at any time without assigning any reason, whatsoever.