1. OBJECTIVES

1.1. Aster DM Healthcare Limited (“Aster DM”) 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 behavior.

1.2. Section 177 of the Indian Companies Act, 2013 (“Act”) requires every listed company and such class or classes of companies, as may be prescribed, shall establish a vigil mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct or ethics in such manner as may be prescribed.

1.3. Accordingly, this Whistle Blower Policy (“the Policy”) has been formulated with a view to provide a mechanism for employees of Aster DM and its subsidiaries to approach the Vigilance & Ethics Officer / Chairman of the Audit Committee of the Company with genuine concerns which affect the Company.
 

2. SCOPE

2.1. All employees can report the Protected Disclosures under the policy.

2.2. The Whistle Blower’s role is that of a reporting party with reliable information. They are not required or expected to act as investigators or finders of facts, nor would they determine the appropriate corrective or remedial action that may be warranted in a given case.

2.3. Whistle Blowers should not act on their own in conducting any investigative activities, nor do they have a right to participate in any investigative activities other than as requested by the Investigator or the Audit Committee or the Investigators.

2.4. Protected Disclosure will be appropriately dealt with by the Audit Committee.

3. COVERAGE

3.1 Employees of Aster DM and its subsidiaries, located in different geographies.

4. DEFINITIONS

4.1.1. The definitions of some of the key terms used in this Policy are given below. Capitalized terms not defined herein shall have the meaning assigned to them under the Code.

4.1.2. “Audit Committee” means the Audit Committee constituted by the Board of Directors of the Company in accordance with Section 177 of the Indian Companies Act, 2013 and is the independent nominated committee appointed to conduct detailed investigation into any disclosure received from a whistleblower and recommend appropriate disciplinary action

4.1.3. “Employee” means every employee of Aster DM and its subsidiaries (whether working in India or abroad), including the Directors in the employment of the Company.

4.1.4. “Investigators” or “the Investigator” mean those person(s) authorized, appointed, consulted or approached by the Audit Committee and includes the auditors of the Company and the police.

4.1.5. “Investigating committee” means the committee appointed by the Audit Committee to investigate into the allegations made by the whistle blower. It comprises of Senior Level Officers of Human Resources, Internal Audit, representative of the Division/ Department where the breach has occurred and an Independent Director in case where the disclosure is of a serious nature.

4.1.6. “Protected Disclosure” means any communication made in good faith that discloses or demonstrates information that may evidence actions of an individual or a group of individuals that are against the ethics of Aster DM and its subsidiaries or any law of the land where the Protected Disclosure has been made.

4.1.7. “Vigilance and Ethics Officer” means an officer appointed to receive protected disclosures from whistle blowers, maintaining records thereof, placing the same before the Audit Committee for its disposal and informing the Whistle Blower the result thereof.

4.1.8. “Aster DM” or “the Company” means Aster DM Healthcare Limited and its subsidiaries.

4.1.9. “Subject” means an employee of Aster DM and its subsidiaries against or in relation to whom a Protected Disclosure has been made or evidence gathered during the course of an investigation.

4.1.10. “Whistle Blower” means employees making a Protected Disclosure under this Policy.

5. POLICY GUIDELINES

5.1. Responsibilities of Whistleblower

5.1.1. Highlight to the company, through the listed channels, of the unethical practices that the whistleblower has become aware of. Sufficient cause for concern will be acceptable, although no proof is required.

5.1.2. Follow the listed procedure (5.3.1 to 5.3.8) to highlight all or any concern.

5.1.3. It is advisable to state the whistleblowers name and relationship with the company while disclosing the concerns.

5.1.4. The whistleblower shall cooperate with the audit committee in the investigation, if asked by the Audit committee.

5.1.5. Any malicious actions or false disclosure can result in disciplinary action.

5.2. Disqualifications

5.2.1. 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.

5.2.2. 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.

5.2.3. Whistle Blowers, who make three or more Protected Disclosures, which have been subsequently found to be mala fide, frivolous, baseless, malicious, or reported otherwise than in good faith, will be disqualified from reporting further Protected Disclosures under this Policy. In respect of such Whistle Blowers, the Company/Audit Committee would reserve its right to take/recommend appropriate disciplinary action.

5.3. Procedure

5.3.1 A Disclosure can be made in writing, by way of email or using one of the local listed Whistleblower helpline numbers listed in 5.3.3. Letters can be submitted by hand-delivery, courier or by post. All Protected Disclosures should be addressed to the Chairman of the Audit Committee of the Company. The contact details of the Chairman of the Audit Committee are as under:
The Chairman
Audit Committee
Aster DM Healthcare Ltd
33rd Floor, Aspect Tower, Business Bay
PO Box 8703, Dubai, UAE

5.3.2 Emails can be sent to the following id: whistle.blower@dmhealthcare.com

5.3.3 The numbers for our Whistleblower helpline is listed as: +971 55 7009270 (Mr. Jose Mathew, General Manager – Internal Audit)

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

5.3.5 The Protected Disclosure should be forwarded under a covering letter which shall bear the identity of the Whistle Blower. The Chairman of the Audit Committee shall detach the covering letter and discuss the Protected Disclosure with Members of the Audit Committee and if deemed fit, forward the Protected Disclosure to the Investigator of the Company for investigation

5.3.6 Protected Disclosures should be factual and not 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.

5.3.7 The Whistle Blower must disclose his/her identity in the covering letter forwarding such Protected Disclosure. Anonymous disclosures will not be entertained by the Audit Committee as it would not be possible for it to interview the Whistle Blowers.

5.3.8 The Whistleblower will receive a confirmation of receipt of his/her Disclosure within 7 days of receipt of any such Disclosure. Once received, the Audit Committee office will proceed to determine whether the allegations made in the Disclosure constitute a Malpractice by discussing with the Executive Directors and CMD of the Company, if required. If the Audit Committee determines that the allegations do not constitute a Malpractice, the audit committee will record this finding with reasons.

5.3.9 If the Audit Committee determines that the allegations constitute a Malpractice, it will proceed to investigate the Disclosure with the assistance of the Investigating committee comprising of Senior Level Officers of Human Resources, Internal Audit, representative of the Division/ Department where the breach has occurred and an Independent Director in case where the disclosure is of a serious nature or as the Audit Committee deems necessary. If the alleged Malpractice is required by law to be dealt with under any other mechanism, the Audit committee shall refer the Disclosure to the appropriate authority under such mandated mechanism and seek a report on the findings from such authority.

5.3.10 The investigation may involve study of documents and interviews with various individuals. Any person required to provide documents, access to systems and other information by the Audit Committee for the purpose of such investigation shall do so. Individuals with whom the Audit Committee requests an interview for the purposes of such investigation shall make themselves available for such interview at reasonable times and shall provide the necessary cooperation for such purpose.

5.3.11 If the Malpractice constitutes a criminal offence, the Audit Committee will bring it to the notice of the Executive Directors & CMD and take appropriate action including reporting the matter to the police, if required. The Investigating Committee shall conduct such investigations in a timely manner and shall submit a written report containing the findings and recommendations to Audit Committee as soon as practically possible and in any case, not later than 90 days from the date of receipt of the Disclosure. The Committee may allow additional time for submission of the report based on the circumstances of the case.

5.3.12 In case an external agency is recommended to reinvestigate the disclosure, the board will appoint the agency with approval from all board members and the chairman of the board.

5.4 Investigation

5.4.1 All Protected Disclosures reported under this Policy will be thoroughly investigated by the Investigator of the Company who will investigate / oversee the investigations under the authorization of the Audit Committee.

5.4.2 Protected Disclosures involving or relating to the Investigator which in the opinion of the Audit Committee may hamper the independence of the Investigator in conducting the investigation will be investigated by the Audit Committee itself.

5.4.3 The Investigator / Audit Committee may at its discretion, consider involving any Investigators for the purpose of investigation.

5.4.4 The decision to conduct an investigation taken by the Audit Committee is by itself not an accusation and is to be treated as a neutral fact-finding process. The outcome of the investigation may not support the conclusion of the Whistle Blower that an improper or unethical act was committed.

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

5.4.6 “Subjects” will normally be informed of the allegations at the outset of a formal investigation and have opportunities for providing their inputs during the investigation.

5.4.7 “Subjects” shall have a duty to co-operate with the Investigator / Audit Committee or any of the Investigators during investigation to the extent that such co-operation sought does not merely require them to admit guilt.

5.4.8 “Subjects” have a right to consult with a person or persons of their choice, other than the Investigator / Investigators and/or members of the Audit Committee and/or the Whistle Blower. Subjects shall be free at any time to engage counsel at their own cost to represent them in the investigation proceedings.

5.4.9 Subjects have 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 Subjects.

5.4.10 Unless there are compelling reasons not to do so, Subjects 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.

5.4.11 Subjects have a right to be informed of the outcome of the investigation. If allegations are not sustained, the Subject should be consulted as to whether public disclosure of the investigation results would be in the best interest of the Subject and the Company.

5.4.12 The investigation shall be completed normally within 45 days of the receipt of the Protected Disclosure.

5.5 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 Blowers. Complete protection will, therefore, be given to Whistle Blowers against any unfair practice like retaliation, threat or intimidation of termination/suspension of service, disciplinary 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 duties/functions including making further Protected Disclosure. Any such actions by an individual of the company or any action which regulates the flow of information or disclosure will be subject to disciplinary action up to and including termination of employment.

5.5.1 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.

5.5.2 The identity of the Whistle Blower shall be kept confidential to the extent possible and permitted under law. Whistle Blowers are cautioned that their identity may become known for reasons outside the control of the Investigator /Audit Committee (e.g. during investigations carried out by Investigators).

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

5.6 Investigators

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

5.6.2 Technical and other resources may be drawn upon as necessary to augment the investigation. All Investigators shall be independent and unbiased both in fact and as perceived. Investigators have a duty of fairness, objectivity, thoroughness, ethical behavior, and observance of legal and professional standards.

5.6.3 Investigations will be launched only after a preliminary review which establishes that:

5.6.4 The alleged act constitutes an improper or unethical activity or conduct, and

5.6.5 Either the allegation is supported by information specific enough to be investigated, or matters that do not meet this standard may be worthy of management review, but investigation itself should not be undertaken as an investigation of an improper or unethical activity.

5.7 Decision

5.7.1 If an investigation leads the Audit Committee to conclude that an improper or unethical act has been committed, the Audit Committee shall direct the management of the Company to take such disciplinary or corrective action as the Audit Committee deems fit. It is clarified that any disciplinary or corrective action initiated against the Subject as a result of the findings of an investigation pursuant to this Policy shall adhere to the applicable personnel or staff conduct and disciplinary procedures.

5.8 Reporting

5.8.1 The Investigator shall submit a report to the Audit Committee on a regular basis about all Protected Disclosures referred to him/her since the last report together with the results of investigations, if any.

5.9 Retention of documents

5.9.1 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.

5.10 Amendment

5.10.1 The Company Secretary of the Company is the custodian of the Policy.

5.10.2 The Company reserves its right to amend or modify this Policy in whole or in part, at any time without assigning any reason whatsoever.

5.10.3 Any amendments to the policy shall be done by the Company Secretary in consultation with HR, Internal Audit, and Audit Committee.

5.10.4 No such amendment or modification will be binding on the Employees unless the same is notified to the Employees in writing.

Code of Conduct

Board Members and senior managers will:

• Act in the best interests of, and fulfill their fiduciary obligations to the Company.
• Act honestly, fairly, ethically and with integrity.
• Conduct themselves in a professional, courteous and respectful manner and not take improper advantage of their position.
• Will deal fairly with all stakeholders.
• Comply with all applicable laws, rules and regulations.
• Act in good faith, responsibly, with due care, competence and diligence, without allowing their independent judgment to be subordinated.
• Not use the Company’s property or position for personal gain.
• Will not accept from or give to stakeholders gifts or other benefits not customary in normal social intercourse.
• Not use any information or opportunity received by them in their capacity as Directors or senior management in a manner that would be detrimental to the Company’s interests.
• Act in a manner to enhance and maintain the reputation of the Company.
• Disclose any personal interest that they may have regarding any matters that may come before the Board and abstain from discussion, voting or otherwise influencing a decision on any matter in which the concerned Director has or may have such an interest.
• Abstain from discussion, voting or otherwise influencing a decision on any matters that may come before the board in which they may have a conflict or potential conflict of interest.
• Not to serve as a Director or otherwise be in employment or engage in providing services to a Company that competes with the Company.
• Respect the confidentiality of information relating to the affairs of the Company acquired in the course of their service as Directors or senior management, except when authorized or legally required to disclose such information.
• Not use confidential information acquired in the course of their service as Directors or senior management for their personal advantage or for the advantage of any other entity.
• Help create and maintain a culture of high ethical standards and commitment to Compliance.

In addition to the above mentioned general code of conduct, Independent Directors on the Board of Directors of the Company shall:-

• Undertake appropriate induction and regularly update and refresh their skills,knowledge and familiarity with the company.
• Seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice and opinion of outside experts at the expense of the company.
• Strive to attend all meetings of the Board of Directors and of the Board committees of which he is a member.
• Participate constructively and actively in the committees of the Board in which they are chairpersons or members.
• Strive to attend the general meetings of the company.
• Where they have concerns about the running of the company or a proposed action, ensure that these are addressed by the Board and, to the extent that they are not resolved, insist that their concerns are recorded in the minutes of the Board meeting.
• Keep themselves well informed about the company and the external environment in which it operates.
• Not to unfairly obstruct the functioning of an otherwise proper Board or committee of the Board.
• Pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure themselves that the same are in the interest of the company.
• Ascertain and ensure that the company has an adequate and functional vigil mechanism and to ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use.
• Report concerns about unethical behaviour, actual or suspected fraud or violation of the company’s code of conduct or ethics policy.
• Acting within his authority, assist in protecting the legitimate interests of the company, shareholders and its employees.
• Not 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.

A Director or senior manager who has concerns regarding compliance with this Code should raise those concerns with the Chairman of the Board and the Chairman of the Audit Committee, who will determine what action shall be taken to deal with the concern. In the extremely unlikely event that a waiver of this Code for a Director would be in the best interest of the Company, it must be approved by the Audit Committee and the Board of Directors.

There may be situations in which a Director would be in breach of his duty of confidentiality to another entity were he to disclose a conflict of interest to the Board of the Company. In such a situation, it shall be sufficient for the Director concerned to abstain from any participation in the matter concerned, without disclosing the nature of the conflict.

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