Speak Up Whistle Blower Policy Reference No. : LAVA/2017-18 Version No. : 2.0 Date of issue: 1st Sept 2017 Effective Date: 1st Sept 2017 Document Owner: Head – Internal Audit 1. PURPOSE Lava International Limited follows highest standards of business ethics and management practices in the conduct of its business. To ensure strict compliance with the ethical standards across the company, the SPEAK UP policy (“Policy”) has been created. This Policy aims to establish Lava’s reputation with employees and external stakeholders as an ethical, honest and transparent organization. The purposes of this policy are: 1.1. To support Lava Code of Conduct policy and all policies requiring the reporting of unethical or illegal conduct; 1.2. To create a window of communication channel for any person who observes any unethical behavior, actual or suspected fraud, or violation of the Lava’s code of conduct policy; 1.3. To encourage Lava “Speak Up” culture by taking proactive steps to ensure that employees / stakeholders who raise concerns in good faith are safeguarded and supported. 2. SCOPE This Policy defines and lays down the process for raising a 'Concern', the safeguards in place for the person raising a Concern, the roles and responsibilities of all stakeholders. That concern may be about: i. Abuse of authority or position; ii. Unethical practices like bribery, corruption or illegal payments taken / given; iii. Criminal conduct or violations of law; iv. Misuse of company funds, assets, property, facilities etc.; v. Theft of confidential / proprietary information; vi. Embezzlement of company funds / assets; vii. Receiving / Giving of any illegitimate financial or non-financial benefit by any person (including distributor; modern trade partners and service partners); viii. Financial irregularities, including fraud, or suspected fraud and accounting and auditing fraud; ix. Any other unethical behaviour (not related to HR issue or issue related to sexual harassment). 3. APPLICABILITY This policy applies to all stakeholders of Lava International Ltd, and inter alia includes: i. Regular employees; ii. Contract employees, Interns, Trainees, Temporary Staff, Apprentices and those on third party rolls; iii. Distributors; Modern Trade Partners; E-Commerce Partners and Service partners (ASP’s); iv. Facilitation Centre’s, Contractors and sub-contractors; v. Agencies, Vendors, Consultants or anyone associated with Lava. 4. DEFINITIONS 4.1 Whistleblower- A person or entity making a disclosure of any actual or suspected unethical and improper practice that they have observed. Whistleblower could be regular employees; contract employees; distributors; service partners; contractors, contractor's employees, customers, vendors, consultants or other third parties. 4.2 Concern- means a communication by Lava employees / other stakeholders in good faith which discloses or demonstrates information of unethical or improper activity. 4.3 Subject- means a person against or in relation to whom a Concern is made or evidence is gathered during the course of an investigation. 4.4 Disciplinary / Corrective Action- means any action that can be taken on the completion of / during the investigation proceedings, including but not limited to warning, imposition of fine / penalty, suspension from official duties, Termination, cancellation of contract; blacklisting; legal case or any other action as per the applicable code of conduct; terms of agreement or as decided by Management. 4.5 Whistle Officer – means an Officer who is nominated or appointed to administer this policy and conduct preliminary or detailed investigation. 5. REPORTING A CONCERN 5.1 It is the duty of all stakeholders (as defined in Clause 3 above) to “SPEAK UP” if they observe, or learn of, any Unethical and Improper Practices. Failure to promptly raise a known or suspected violation is considered an unethical behavior. 5.2 Reports of allegations of suspected unethical and improper practices are encouraged to be made in writing so as to assure a clear understanding of the issues. Such reports should be factual rather than speculative and must contain as much specific information as possible to allow for proper assessment of the nature, extent and urgency of preliminary investigative procedures. 5.3 The Whistleblower need not prove the concern but must demonstrate sufficient grounds for raising the concern. 5.4 Whistleblower can raise their concerns anonymously; however company encourages Whistleblower to share their identity for an effective investigation. Concerns expressed anonymously will be evaluated before a detailed investigation. 5.5 One can raise their concern on any issue mentioned aforesaid through any of the following means Email Address: email@example.com Hotline Contact No: +91 8800-59-59-59; Post: “Private and Confidential”, and delivered to The Whistle Officer, Internal Audit Department, A-56, Sector 64, Noida – 201301 Drop Box: Available at each of the following company premises in NOIDA NHQ – A-56, Sector 64 Noida Location – Ground floor, stair area near reception Repair Factory – B-4, Sector 64 Noida Location – Ground floor – Near the lift lobby Manufacturing Plant 1 – A-47, Sector 58, Noida Location – Ground floor – Near the stairs area Manufacturing Plant 2 – A- 154D, Sector 63, Noida Location – Ground floor, near the reception 5.6 Hotline will be accessible at all times at all days. Conversations made with the Hotline number may be recorded for future purposes. However all conversations made at the Hotline will remain confidential. 5.7 All the aforementioned communication modes will be administered by the “The Whistle Officer”. The communication channels will be widely publicized through different modes across organization and outside. 6. PROCESSING OF CONCERN 6.1 If initial enquiries indicate that the concern raised has no basis, or it is not a matter which should be pursued under this Policy, it may be dismissed at this stage and the decision will be documented. 6.2 If initial enquiries indicate that further investigations are necessary, the same will be carried out by the Whistle Officer with or without engaging any external agency. 6.3 The investigation would be conducted in a fair manner, as a neutral factfinding process and without presumption of guilt. 6.4 Depending upon the seriousness of the matter, the whistle officer may choose to refer the matter to the Directors with proposed disciplinary actions / counter measures. 6.5 The Whistle Officer shall be responsible for making / getting made, a detailed written record of the Concern. The record will include: i. Facts of the Case; ii. Findings of Whistle Officer; iii. Evidences available; iv. Final corrective action. 6.6 If the Whistle Officer determines that an Unethical and Improper Practice has occurred, such disciplinary action, as deemed fit, will be taken including measures to prevent recurrence. 6.7 In exceptional cases, where the Whistle Blower is not satisfied with the outcome of the investigation and the decision, she / he can make a direct appeal to the Director. 7. DISQUALIFICATIONS 7.1 Those disclosures raised by a Channel Partner / Vendor / Franchisee / Contractor against a fellow Partner / Vendor / Franchisee / Contractor, where the concerns prima facie relate purely to conflicting business interests, will not be pursued further. 7.2 Whistle blowing is not a route to raise business issues where alternative modes of resolution of grievances (e.g. the Infiltration Helpdesk) are available. However, if it is perceived that there is malafide intent behind not addressing the grievances, the same may still be raised under this policy. In such situations, all previous interactions / correspondence should be stated at the very outset. 7.3 While it will be ensured that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment, any abuse of this protection will warrant disciplinary action, especially where false or bogus allegations are made knowingly and with a mala fide intention of causing harm or disrepute. 8. PROTECTION 8.1 Confidentiality- The Company will keep the Whistle-blower’s identity confidential, unless (a) the person agrees to be identified; (b) identification is necessary to allow the Company or law enforcement officials to investigate or respond effectively to the report; (c) identification is required by law; or (d) the person accused of Compliance violations is entitled to the information as a matter of legal right in disciplinary proceedings. 8.2 Non-Retaliation- Complete protection will therefore, be given to Whistle Blower against any unfair retaliation actions like threat or intimidation of termination / suspension of service, disciplinary action, demotion, refusal of promotion, discrimination, any other type of harassment. The Company will take such retaliation actions seriously and will take necessary disciplinary action. 8.3 Any other Employee / Stakeholder assisting in the said investigation or furnishing evidence shall also be protected to the same extent as the Whistle Blower. 9. SECRECY OF INVESTIGATION The Whistle Blower, the Subject, the Whistle Officer and everyone involved in the process shall: i. Maintain complete confidentiality / secrecy; ii. Not discuss the matter in any informal / social gatherings / meetings; iii. Discuss only to the extent or with the persons required for the purpose of completing the process and investigations; iv. Not keep the papers unattended anywhere at any time and v. Keep the electronic mails / files under password 10. PROMOTING AWARENESS OF THE WHISTLE BLOWER POLICY 10.1 Wide publicity of SPEAK UP Policy and available communication channels will be made to all Internal and External Stakeholders. 10.2 All agreements with vendors, agencies, contractors where signed agreements are made and vetted by the Legal department will have the Whistle Blower Hotline Clause. 10.3 Those making a Protected Disclosure at a great risk / personal cost will be suitably rewarded in case the effort is commensurate with the larger Organizational Good. The Reward amount and the Reward process will be kept confidential unless it is felt that doing so poses no harm to the Whistle Blower. 11. AMMENDMENTS Any amendment or modification of this Policy in whole or in part, can be made without assigning any reason, whatsoever with the approval of the Head -Internal Audit.