EIH Associated Hotels Limited
“A Member of The Oberoi Group”
WHISTLEBLOWER POLICY
I. PREFACE
The Company has adopted “The Oberoi Dharma”, the fundamental
code of conduct (“code”) which lays down the principles and
standards that should govern the actions of the Company,
directors and its employees. Any actual or potential violation of the
Code, howsoever insignificant or perceived as such, would be a
matter of serious concern for the Company. The role of the
directors and employees in pointing out such violations of the
Code cannot be undermined. Accordingly, this Whistleblower
Policy (“the Policy”) has been formulated with a view to provide a
mechanism for directors and employees of the Company to raise
concerns of any violations of legal or regulatory requirements,
incorrect or misrepresentation of any financial statements and
reports, etc.
II. OBJECTIVE
The Company is committed to adhere to the highest standards of
ethical, moral and legal conduct of business operations. To
maintain these standards, the Company encourages its directors
and employees who have concerns about suspected misconduct to
come forward and express these concerns without fear of
punishment or unfair treatment. This policy aims to provide an
avenue for the directors and employees to raise concerns of any
violations of legal or regulatory requirements, incorrect or
misrepresentation of any financial statements and reports, etc.
III. POLICY
The Policy intends to cover serious concerns that could
have grave impact on the operations and performance of the
business of the Company.
The Policy neither releases directors and 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.
IV. DEFINITIONS
• “Audit Committee” means the Audit Committee constituted by
the Board of Directors of the Company in accordance with the
Companies Act, 2013 and Clause 49 of the Listing Agreement;
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• “Company” means EIH Associated Hotels Limited and its
associate company, EIH Limited, which manages the hotels of
the Company;
• “Committee” means the Audit Committee of the Company
which shall oversee the implementation of this Policy;
• “Director” means a director on the Board of Directors of the
Company;
• “Disciplinary Action” means any action that can be taken on
the completion of or 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;
• “Employee” means every employee of the Company (whether
working in India or abroad);
• “Exceptional Circumstances or Cases” means circumstances
or cases where misappropriation of funds, fraud or financial
irregularity is committed for an amount exceeding Rs 5 lacs
(Rupees Five Lacs);
• “Good Faith” - An employee 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 director/employee does not have personal
knowledge on a factual basis for the communication or where
the director/ employee knew or reasonably should have known
that the communication about the unethical and improper
practices or alleged wrongful conduct is malicious, false or
frivolous;
• “Oberoi Group” means all companies where EIH Associated
Hotels Limited and/or its promoter/promoter group holds
strategic/substantial investment;
• “Policy or This Policy” means, “Whistleblower Policy.”
• “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. Protected Disclosures should be factual and
not speculative in nature;
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• “Subject” means a person or group of persons against or in
relation to whom a Protected Disclosure is made or evidence
gathered during the course of an investigation under this
Policy;
“Whistleblower” is someone who makes a Protected Disclosure
under this Policy;
• “Whistle Officer” or “Whistle Committee” means an officer or
committee of executives who is/are nominated/ appointed to
conduct detailed investigation of the disclosure received from
the whistleblower and recommend disciplinary action. The
Whistle Committee comprises of the Chief Executive Officer
(CEO) of the Oberoi Group, Head of Human Resources
Department of the Oberoi Group and a senior level
representative of the Hotel/ Unit/department/office of the
Company, where the alleged malpractice/fraud has occurred.
V. SCOPE
Various stakeholders of the Company are eligible to make
Protected Disclosures under the Policy. These stakeholders may
fall into any of the following broad categories:
Employees of the Company;
Directors of the Company;
Employees of other agencies deployed for the Company's
activities, whether working from any of the Company's Hotels/
Units/ offices etc in any location;
Contractors, vendors, suppliers or agencies (or any of their
employees) providing any material or service to the Company;
Customers of the Company;
Any other person having an association with the Company.
A person belonging to any of the above mentioned categories can
avail of the channel provided by this Policy for raising an issue
covered under this Policy.
This Policy covers malpractices and events which have taken
place/ suspected to take place involving:
1. Abuse of authority;
2. Breach of contract;
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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 or
deficiencies in Internal Control and checks or deliberate error in
preparations of Financial Statements or Misrepresentation of
financial reports;
6. Any unlawful act, whether Civil/Criminal;
7. Pilfering of confidential/propriety information;
8. Deliberate violation of laws/regulations;
9. Wastage/misappropriation of Company funds/assets;
10. Breach of Company Policy or failure to implement or comply
with any approved Company Policy.
This Policy should not be used in place of the Company
grievance redressal procedures or be a route for raising
malicious or unfounded allegations against colleagues.
VI. 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 whistleblower and/or the person processing the
Protected Disclosure is not victimized for doing so;
2. Treat victimization as a serious matter, including initiating
disciplinary action against such person/(s);
3. Ensure complete confidentiality;
4. Not attempt to conceal evidence of the Protected Disclosure;
5. Take disciplinary 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 persons involved
especially to the Subject.
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VII. ANONYMOUS ALLEGATION
Whistleblowers must disclose their identity and source of
information along with the allegation for follow-up actions and
investigation.
Disclosures expressed anonymously will ordinarily NOT be
investigated.
VIII. PROTECTION TO WHISTLEBLOWER
1. If one raises a concern under this Policy, he/she will not be at
risk of suffering any form of reprisal or retaliation. Retaliation
includes discrimination, reprisal, harassment or vengeance in
any manner. Company's employee will not be at the risk of
losing her/his job or suffer loss in any other manner like
transfer, demotion, refusal of promotion, or the like including
any direct or indirect use of authority to obstruct the
whistleblower's right to continue to perform his/her
duties/functions including making further Protected Disclosure,
as a result of reporting under this Policy. The protection is
available provided that:
a. The communication/ disclosure is made in good faith;
b. He/ She reasonably believes that information, and any
allegations contained in it, are substantially true; and
c. He/She is not acting for personal gain.
Anyone who abuses the procedure (for example by maliciously
raising a concern knowing it to be untrue) will be subject to
disciplinary action, as will anyone who victimizes a colleague by
raising a concern through this procedure. If considered
appropriate or necessary, suitable legal actions may also be
taken against such individuals.
However, no action will be taken against anyone who makes an
allegation in good faith, reasonably believing it to be true, even
if the allegation is not subsequently confirmed by the
investigation.
2. The Company will not tolerate the harassment or victimization
of anyone raising a genuine concern. As a matter of general
deterrence, the Company shall publicly inform employees of the
penalty imposed and discipline of any person for misconduct
arising from retaliation. Any investigation into allegations of
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potential misconduct will not influence or be influenced by any
disciplinary or redundancy procedures already taking place
concerning an employee reporting a matter under this Policy.
Any other employee/business associate assisting the said
investigation shall also be protected to the same extent as the
whistleblower.
IX. ACCOUNTABILITY – WHISTLEBLOWERS
a) Bring to early attention of the Company any improper practice
they become aware of. Although they are not required to
provide proof, they must have sufficient cause for concern. Delay
in reporting may lead to loss of evidence and also financial loss
for the Company;
b) Avoid anonymity when raising a concern;
c) Follow the procedures prescribed in this policy for making a
Disclosure;
d) Co-operate with investigating authorities, maintaining full
confidentiality;
e) The intent of this Policy is to bring genuine and serious issues to
the fore and it is not intended for petty disclosures. Malicious
allegations by employees may attract disciplinary action;
f) A whistleblower has the right to protection from retaliation. But
this does not extend to immunity for involvement in the matters
that are the subject of the allegations and investigation;
g) Maintain confidentiality of the subject matter of the Disclosure
and the identity of the persons involved in the alleged
malpractice. It may forewarn the Subject and important
evidence is likely to be destroyed;
h) In any matter, where the whistleblower is not satisfied with the
outcome of the investigation carried out by the Whistle Officer
or the Whistle Committee, he/she can make a direct appeal to
the Chairperson of the Audit Committee.
X. ACCOUNTABILITY – WHISTLE OFFICER, WHITSLE COMMITTEE
AND THE COMMITTEE
a) Conduct the enquiry in a fair, unbiased manner;
b) Ensure complete fact-finding;
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c) Maintain strict confidentiality;
d) Decide on the outcome of the investigation, whether an
improper practice has been committed and if so by whom;
e) Recommend an appropriate course of action - suggested
disciplinary action, including dismissal, and preventive
measures;
f) Minute Committee deliberations and document the final report.
XI. RIGHTS OF A SUBJECT
a) Subjects have a right to be heard and the Whistle Officer or the
Whistle sub- committee or the Committee, as the case may be,
must give adequate time and opportunity for the Subject to
communicate his/her say on the matter;
b) Subjects have the right to be informed of the outcome of the
investigation and shall be so informed in writing by the
Company after the completion of the inquiry/ investigation
process.
XII. MANAGEMENT ACTION ON FALSE DISCLOSURES
An employee who knowingly makes false allegations of unethical &
improper practices or alleged wrongful conduct shall be subject to
disciplinary action, up to and including termination of employment,
in accordance with Company rules, policies and procedures.
Further, this policy may not be used as a defense by an employee
against whom an adverse personnel action has been taken
independent of any disclosure of information by him and for
legitimate reasons or cause under Company rules and policies.
XIII. PROCEDURE FOR REPORTING & DEALING WITH DISCLOSURES
The procedure for reporting and dealing with disclosures is given
in Annexure A.
XIV. ACCESS TO REPORTS AND DOCUMENTS
All reports and records associated with “Disclosures” are considered
confidential information and access will be restricted to the
Whistleblower, the Whistle Committee, the Committee and the
Whistle Officer. “Disclosures” and any resulting investigations,
reports or resulting actions will generally not be disclosed to the
public except as required by any legal requirements or regulations
or by any corporate policy in place at that time.
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XV. 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 7 years.
XVI. REPORTS
A quarterly status report on the total number of complaints
received during the period, with summary of the findings of the
Whistle Committee and the corrective actions taken will be sent to
the Committee.
XVII. COMPANY’S POWERS
The Company is entitled to amend, suspend or rescind this Policy at
any time. 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 the procedures. Such difficulties or ambiguities will be
resolved in line with the broad intent of this 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.
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Annexure A
PROCEDURE FOR REPORTING & DEALING WITH DISCLOSURES
1. How should a Disclosure be made and to whom?
A Disclosure should be made in writing. Letters can be submitted by
hand-delivery, courier or by post or by e- mail addressed to the
Whistle Officer appointed by the Company. E-mails can be sent to the
email id: disclosure@oberoigroup.com or to the email id of the
Whistle Officer provided on the intranet/internet. Whilst, a
disclosure should normally be submitted to the Whistle Officer, it may
also be submitted directly to the Chairperson of the Audit Committee
in exceptional cases (via email at the email id:
disclosure.ch.ac.eiha@oberoigroup.com) when the whistleblower
feels it necessary under the circumstances.
However, disclosures against any director/ executive director of the
Company shall be sent directly to the CEO of the Oberoi Group with a
copy to the Chairperson of the Audit Committee.
2. Is there any specific format for submitting the Disclosure?
While there is no specific format for submitting a Disclosure, the
following details MUST be mentioned:
(a) Name, address and contact details of the whistleblower (add
Employee ID if the whistleblower is an employee of the
Company);
(b) Brief description of the Malpractice, giving the names of those
alleged to have committed or about to commit a Malpractice.
Specific details such as time and place of occurrence are also
important;
(c) In case of letters, the disclosure should be sealed in an envelope
marked “Whistle Blower” and addressed to the Whistle Officer or
CEO of the Oberoi Group/ Chairperson of the Audit Committee,
depending on position of the person against whom the disclosure
is made.
3. What will happen after the Disclosure is submitted?
(a) The Whistle Officer shall acknowledge receipt of the Disclosure
within 7 days of receipt of a Disclosure, where the whistleblower
has provided his/her contact details;
(b) The Whistle Officer will proceed to determine whether the
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allegations (assuming them to be true only for the purpose of
this determination) made in the Disclosure constitute a
Malpractice by discussing with the CEO of the Oberoi Group (if
required).
If the Whistle Officer determines that the allegations do not
constitute a Malpractice, he/she will record this finding with
reasons and communicate the same to the Whistleblower.
(c) If the Whistle Officer determines that the allegations constitute a
Malpractice, he/she will proceed to investigate the Disclosure
under the supervision of the Whistle Committee. If the alleged
Malpractice is required by law to be dealt with under any other
mechanism, the Whistle Officer shall refer the Disclosure to the
appropriate authority under such mandated mechanism and
seek a report on the findings from such authority.
(d) Subjects will normally be informed of the allegations at the
beginning of a formal investigation and have opportunities for
providing their inputs during the investigation.
(e) The investigation may involve study of documents and
interviews with various individuals. Any person required to
provide documents, access to systems and other information
required by the Whistle Officer or the Whistle Committee for the
purpose of such investigation shall do so. Individuals with whom
the Whistle Officer or the Whistle Committee requests an
interview for the purposes of such investigation shall make
themselves available for such interview at reasonable times and
shall provide necessary cooperation for such purpose.
(f) If the Malpractice constitutes a criminal offence, the Whistle
Officer will bring it to the notice of the Whistle Committee which
includes the CEO of the Oberoi Group and take appropriate
action including reporting the matter to the police.
(g) The CEO of the Oberoi Group may, at his/her discretion,
participate in the investigations of any Disclosure.
(h) The Whistle Officer or the Whistle Committee, as the case may
be, shall conduct such investigations in a timely manner and shall
submit a written report containing the findings and
recommendations to the Committee as soon as practically
possible and in any case, not later than 90 days from the date of
receipt of the Disclosure. The Whistle Officer or the Whistle
Committee may allow additional time for submission of the
report based on the circumstances of the case.
(i) Whilst it may be difficult for the Whistle Officer or the Whistle
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Committee to keep the Whistleblower regularly updated on the
progress of the investigations, he/she will keep the
Whistleblower informed of the result of the investigations and its
recommendations subject to any obligations of confidentiality.
(j) The Whistle Officer will ensure action on the recommendations
of the Whistle Committee and keep the Whistleblower informed
of the same. Though no timeframe is being specified for such
action, the Company will endeavor to act as quickly as possible in
cases of proven Malpractice.
4. What should I do if I face any retaliatory action or threats of
retaliatory action as a result of making a Disclosure?
If you face any retaliatory action or threats of retaliatory action as a
result of making a Disclosure, please inform the Whistle Officer in
writing immediately. He/She will treat reports of such actions or
threats as a separate Disclosure and investigate the same accordingly
and may also recommend appropriate steps to protect you from
exposure to such retaliatory action and ensure implementation of
such steps for your protection.
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