Whistle Blower Policy (Vigil Mechanism)
1. Introduction __________________________________1
2. Objective_____________________________________1
3. Definitions____________________________________1
4. Scope________________________________________2
5. Guidelines and Guiding Principles_________________3
6. Reporting Mechanism___________________________4
7. Investigation Process____________________________4
8. Retention of Documents__________________________5
9. Review of the Policy____________________________5
10. Amendments/ Modifications_____________________5
1. Introduction:
Alpa Laboratories Limited ("the Company") is committed to maintaining the highest standards of integrity, transparency, ethical behaviour and accountability in all its operations. In line with this commitment, the Company has established this Whistle blower Policy (the "Policy") to provide a mechanism for employees, directors, vendors, contractors, and other stakeholders to report any concerns related to unethical behaviour, misconduct, violation of laws, regulations, or Company policies.
This Policy also serves to fulfill the requirements of the Section 177(9) & 177(10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014 and Regulation 22 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
This policy has been constituted pursuant to the stated provision of the Companies Act and provides for direct access to the chairman of the Audit Committee in exceptional cases and ensures that the Whistle Blower is provided with adequate safeguards against victimization.
2. Objective:
This Policy consequent to statutory mandate is an extension of the Code of Business Conduct through which the Company seeks to provide a mechanism for the Stakeholders to disclose their concerns and grievances on Unethical Behaviour and Improper/Illegal Practices and Wrongful Conduct taking place in the Company for appropriate action. Through this Policy, the Company provides necessary safeguards to all Whistle Blowers for making Protected Disclosures in Good Faith and any Stakeholder assisting the investigation.
The Company shall propagate the existence and contents of this Policy to all the Stakeholders. The Company shall disclose the details of establishment of such a mechanism on its website and also in the Board’s report.
3. Definitions:
In this policy, unless repugnant to the subject or context of its usage, the following expressions shall carry meanings hereunder assigned to them, namely:
a.) “Audit Committee” means the audit committee constituted by the Board of Directors of the Company in accordance with the section 177 of the Companies Act, 2013, read with Rule 6 of Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 18 of the SEBI Listing Regulation and is being authorised to oversee the vigil mechanism of the Company.
b.) “Board” means the Board of Directors of the Company.
c.) “Company” shall mean Alpa Laboratories Limited.
d.) “Complaint” any written or oral communication made by the Whistle blower reporting concerns about unethical behaviour or violations as outlined in this Policy.
e.) “Concerned Authority” means the Chairman of the Audit Committee of the Board of Directors.
f.) “Employee” means every employee working for the Company (whether working in India or abroad) and its subsidiary, including full-time, Part-time and contract workers.
g.) “Protected Disclosure” means any communication made in Good Faith that discloses information evidencing Unethical Behaviour and Improper Practices or any Wrongful Conduct. Protected Disclosure shall be factual and not speculative in nature.
h.) “Respondent” the person accused of misconduct in a report.
i.) “Stakeholders” means any person including Employees, Directors, Contractors, and Suppliers and Customers providing any material or services to the Company with an interest or concern in the business of the Company and their representative bodies.
j.) “Whistle Blower” shall means a person who reports concerns about wrongdoing in the Company or who has made a Protected Disclosure under this Policy.
4. Scope:
● Who can Report?
Employees, Directors or any other Person working in the Company.
● What can be reported?
This Policy covers actual or suspected malpractices, illegal activities and instances as indicated below and allows the Whistle Blower to report the same. Complaints may include:
o Breach or non-compliance with the code of conduct, policies, standard operating procedures (SOPs) or current good manufacturing practices (cGMP)
o Misuse of confidential information, intellectual property or authority
o Violation of laws/regulations including financial irregularities or frauds
o Conflict of interests, bribery, corruption, fraud and theft
o Misrepresentation of financial reports or manipulation of records
o Incidents involving unpublished price-sensitive information ( UPSI )
o Negligence endangering health, safety or the environment
o Discrimination, harassment or other human rights issues
o Breach of IT security and data privacy, Improper use of social media or misuse of company funds/assets
o Dual employment directly or indirectly, affecting the interest of the Company
o Abuse of power or authority for any unauthorised or ulterior purpose
o Manipulation of Company’s data / records
o Any other form of improper action or conduct.
● List of Exclusions
Some of these complaints, which can be addressed through a separate grievance process as outlined in respective policies, include but are not limited to:
o Service-related grievances, administrative issues
o IT malfunctions (such as issues with computers, laptops, printers,etc.)
o Proposals for disciplinary action, denial of leave.
o Queries about job openings, internal transfers or strategy recommendations
5. Guidelines and Guiding Principles:
a) The Company assures that any individual who reports a concern in good faith shall not face any retaliation, discrimination, or victimization for raising such concerns. This includes protection against harassment, demotion, suspension, or any other form of retaliation in the workplace. It will be ensured that the Whistle Blower or any other person, processing or investigating or assisting in the investigation of the Protected Disclosure is not victimized.
b) The identity of the Whistle blower shall be kept confidential, subject to the requirement of any legal or regulatory processes. The Company will take all necessary steps to protect the anonymity of the Whistle blower unless the individual chooses to disclose their identity.
c) Reporting under the policy is critical for early detection, proper investigation and remediation and deterrence of violations of company policies or applicable laws and regulations.
d) In case any member of Audit Committee has a conflict of interest in any given matter reported to the Audit Committee, the said member should not participate in the discussion/investigation relating to the said matter/s. The remaining members of the audit committee shall be authorised to deal with the said matter/s.
e) The Company shall periodically review this Policy to ensure that it remains effective, and compliant with the prevailing laws and regulations. The Board of Directors shall approve any changes or amendments to the Policy.
f) If a complaint is found to be malicious or frivolous, disciplinary action will be taken against the Whistle blower. However, if the complaint is made in good faith, even if found to be unsubstantiated, no action will be taken against the Whistle blower.
6. Reporting Mechanism:
Any employee, director, or stakeholder who becomes aware of unethical or illegal conduct should promptly report the concern using one of the following methods:
● Email: - Send an email at cs@alpalabs.in
● Written Letter: - Mail a complaint letter in a sealed envelope marked “private and confidential” to the Concerned Authority at the Following address:
To,
The Audit Committee,
Alpa Laboratories Limited,
33/2, A.B. Road Pigdamber Rao,
Indore, Madhya Pradesh, India – 453446
● Protected disclosure must include the following information:
o The name of the employee and/or third party or parties involved;
o Where it happened
o When did it happen: a date or a period of time;
o Type of concern
o Submit proof or identify where proof can be found, if possible;
o Prior efforts to address the problem, if any
● All stakeholders shall always have access to the Chairman of the Audit Committee of the Company.
7. Investigation Process:
Upon receipt of a complaint, the Concerned Authority will:
i) Appoint/ Authorise an investigator / Group of Investigators or department personnel to investigate into such acts. The concerned authority may, depending on the protected disclosure received, outline the detailed procedure and the scope for the conduct of such investigation.
ii) The respondent shall be informed of the allegation at the time when the concerned authority on their preliminary review of the matter determine that the protected disclosure made needs to be investigated further and shall also be provided with opportunity of being heard during the investigation.
iii) The concerned authority shall have a right to call for the information/ document and / or examination of any Employee (including the subject and whistle blower) as they may deem necessary in the process of investigation.
iv) It may be expected that the respondent co-operates with the concerned authority or the authorized person appointed to conduct investigation process.
v) The investigator will submit a report on the investigation to the Concerned Authority.
vi) If an investigation conclude that an improper or unethical act has been committed, the Concerned Authority shall recommend to the management of the Company to take such disciplinary or corrective action as may deem fit.
vii) The whistle blower shall be informed of the outcome of the investigation.
viii) The Concerned Authority shall monitor the implementation of corrective actions and follow-up to ensure that any issues identified are effectively addressed and mitigated.
ix) Periodic reviews of the investigation process shall be conducted to identify opportunities for improvement and ensure compliance with legal requirements and best practices.
8. Retention of Documents:
All protected disclosures in writing or documented along with the results of investigation relating thereto shall be retained by the Company in accordance with the applicable laws.
9. Review of the Policy:
The Company shall periodically review this Policy to ensure that it remains effective, and compliant with the prevailing laws and regulations. The Board of Directors shall approve any changes or amendments to the Policy.
10. Amendments/ Modifications:
The Company, subject to applicable law and with the approval of the Audit Committee or the Board of Directors, can at any time modify, suspend or rescind, either the whole or any part of this policy.