ESAB INDIA LIMITED

WHISTLE BLOWER POLICY

1. Preamble

ESAB India Limited believes in conducting its affairs in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour in consonance with the Parent Company’s policy of Principles of Code of Conduct.  The said Whistle Blower Policy has been adopted in pursuance of Section 177 of the Companies Act, 2013 and pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which prescribes establishing a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed.

The Board of Directors of ESAB India Limited have adopted the Whistle Blower Policy so that the employees of the company have a secure mechanism to report any concerns that they may have of actual, suspected or planned wrongdoings (hereinafter "wrongdoings") involving an ESAB Company (Esab India Limited or any of its subsidiaries or associate companies) or any of its directors, officers or employees.

2. Regulations Governing the Whistle Blowing Mechanism

• The Indian Companies Act, 2013
   
• SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
   
• US Foreign Corrupt Practices Act, 2010.
   
• UK Anti Bribery Act, 2010.
   

3. Scope and Applicability

The Policy applies to all the ESAB India Directors, Officers and Employees of the Company.

4. General Statement

In compliance with Indian law and to fulfil our duty as good corporate citizen, ESAB has in place a long-standing vigil mechanism for directors and employees to report genuine concerns regarding any unethical behaviour, actual or suspected fraud or violations of ESAB’s and parent company’s code of conduct.  The employees of the company have a right to report any such concerns through this policy, knowing fully well that such an act of whistle blowing on his / her part would not lead to any discrimination or recrimination against him / her.  ESAB takes very seriously any report of such concerns and if fully committed to investigating concerns and where appropriate, taking necessary corrective action to resolve a situation.  All ESAB Employees and Directors are not only obligated to comply with the applicable laws, regulations and company policies, but also to report potential violations of the same through one of several internal reporting mechanisms.

 
5. Definitions

• “This Policy” or “Policies”

“This Policy” or “Policies” refers to the “Whistle-Blower Policy”.

• Whistle-Blower (WB)

WB means a Director, Officer or an Employee making a Disclosure under this Policy.

• “Company”

“Company” refers to ESAB India Limited.

• Adverse Personnel Action

           An Employee related act or decision (relating to, but not limited to, compensation, promotion, job location, job profile, leave or other privileges) or a failure to take appropriate action by a Manager, which may affect the employee negatively.

6. Designated Committees

a. Audit Committee constituted by the Board of Directors of the Company in accordance with the provision of Companies Act read with relevant regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

b.  The Company’s WB Committee comprises of the following Managerial Personnel:

Mr Rohit Gambhir, Managing Director

Mr B Mohan, Chief Financial Officer

Mr Jagannathan Palle, Vice President – Operations

Mr Jaimon Antony, General Manager – HR

Mr G Balaji, DGM – Legal & Secretarial

7.  Wrongdoing for Whistle Blowing Purposes includes but is not limited to the following

• Criminal activities;
• Fraud, forgery or defalcation;
• Bribery or corruption;
• Provision of misleading information or the falsification of financial or other records;
• Breaches of copyright, patents and licences;
• Violation of environmental legislation;
• Violation of restraint of trade legislation;
• Failure to comply with other legal obligations;
• Violation of the Code of Conduct;
• Violations of human rights, of child rights, use of child labour, workplace harassment, unfair treatment of employees;
• Insider trading in the company's shares;
• Falsification of statutory reports and records, including the company's financial statements and accounting records;
• Breaches of other policies including code of conduct and SEBI (Prohibition of Insider Trading) Regulations, and procedures (including, without limitation, breaches of financial controls and reporting requirements) and Concealing or overlooking any of the above.

This is an illustrative list and employees can report other concerns also.

8. Protection of WHISTLE BLOWER reporting in Good Faith

Any Employee of the Company making a report in good faith, can do so in the knowledge and confidence that the Board of Directors of ESAB India Limited will ensure that the act will not lead to the Employee facing any recrimination, punishment or victimization.

Reports made in good faith must be based on a reasonable belief that a Wrongdoing has occurred or is likely to occur. If a subsequent investigation reveals that there was no Wrongdoing the Employee making the report would not be subjected to any victimization or disciplinary action if he/she had acted in good faith.

a. Reporting Mechanism for making a Disclosure

• Where an Employee of the Company suspects there is a Wrongdoing or has been asked to participate in a Wrongdoing, the employee has a paramount duty to report the concern immediately.
• Any alleged wrongful conduct in relation to falsification, misrepresentation or suppression of financial information shall be addressed to the Chairman of the Audit Committee of the Company or to WB Committee for investigation.
• Any Director or Officer or employee who observes or has knowledge of an alleged wrongful conduct shall make a disclosure to any of the Members of the WB Committee of the Company as soon as possible but not later than 60 consecutive calendar days after becoming aware of the same.  The disclosure may be made in writing (by e-mail or on paper) or orally (a personal meeting or over the telephone). 
• In the circumstances where any ESAB Employee is directed to carry out or account for a transaction or series of transactions, that, in such ESAB Employee's opinion, are outside normal policies and procedures, he should bring his concerns to the attention of the Chairman of the Company or the Chairman of the Audit Committee.
• If an Employee, who has a concern that the Code of Conduct is not being properly complied with, should report it, in the first instances, to his immediate superior. In case the concern involves the superior or the employee believes that his/her report has not been acted upon, he / she should report the matter to the Chairman of the Company or the Chairman of the Audit Committee.

 
Wherever possible an ESAB Employee should make a report disclosing his/her identity. However, if he/she makes a disclosure anonymously then consideration will only be given to such disclosures if:-

• The subject matter is serious enough to justify it;
• Sufficient information is provided to take further action;
• Anonymity does not harm the credibility of the disclosure; and anonymity does not prevent the confirmation of details with other sources
• All reports under this Policy will be promptly and thoroughly investigated, and all information disclosed during the course of the investigation will remain confidential, except as necessary to conduct the investigation and take any remedial action, in accordance with applicable law.
• All reports will be investigated by persons with the appropriate authority and who are not directly linked with any aspect of the Wrongdoing as may be instructed to by the Chairman of the Company or the Chairman of the Audit Committee.
• Wherever necessary, or required by law, a report may be referred to an external body for further investigation. Where feasible any such referral will be subject to the agreement of the Chairman of the Company or the Chairman of the Audit Committee.
• All employees of ESAB India have a duty to cooperate in the investigation of reports of Questionable Accounting / Audit Matters or the reporting of fraudulent financial information or of Grave Misconduct or of discrimination, retaliation or harassment resulting from the reporting or investigation of such matters
• An employee shall be subject to disciplinary action, including the termination of their employment, if the employee fails to cooperate in an investigation, or deliberately provides false information during an investigation. If, at the conclusion of its investigation, the Company determines that a violation of policy has occurred, the Company will take effective remedial action commensurate with the severity of the offense. This action may include disciplinary action against the accused party, up to and including termination. Reasonable and necessary steps will also be taken to prevent any further violations of policy.
• The results of an investigation shall be communicated to the ESAB Employee if considered appropriate by the Chairman of the Audit Committee, provided the employee concerned has agreed to maintain confidentiality.
• The Committee shall have the right to outline a detailed procedure for an investigation.
• No later than 30 days after a Director, Officer or Employee is notified of or becomes aware of an adverse personnel action, he or she may protest the action by filing a written complaint with any member of the WB Committee of the Company if the employee or director believes the action was based on his or her prior disclosure of alleged wrongful conduct.  The WB Committee on receipt of a Complaint shall appoint a senior officer or a committee of managerial personnel to review the complaint.
• Within 45 days of the complaint, the Senior Officer or Committee will submit a report to WB Committee.  After considering the report, the Committee shall determine the future course of action and may order remedial action. 
• The Chairman of the Audit Committee shall be the person to whom such concerns can also be addressed. Correspondence on this may be addressed to the Chairman at the address of the Registered Office at Plot No.13, 3rd Main Road, Industrial Estate, Ambattur, Chennai    600 058, or by email to kvaidya1@gmail.com (Chair of the Audit Committee).

b. Disqualification

• 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.
• 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.
• Whistle-Blowers, who make any Disclosures, which have subsequently found to be mala fide or malicious or Whistle-Blowers who makes three or more Disclosures, which have been subsequently found to be frivolous, baseless or reported otherwise than in good faith, may be disqualified from reporting further Disclosures under this Policy.  This itself will be considered as an improper activity which the WB Committee Members have been the right to act upon.
   

c. Scope of Policy

The policy applies to all ESAB Companies in India, including joint ventures and other investments in which any ESAB Company has a participating interest. The policy applies regardless of the jurisdiction in which the Wrongdoing occurs or is suspected to have occurred, or whether or not such Wrongdoing or suspected Wrongdoing occurs in the home country or jurisdiction of another Country.

d. Access to Chairman of the Audit Committee

The Whistle Blower shall have right to access Chairman of the ESAB India Audit Committee directly in exceptional cases and the Chairman of the said Committee is authorized to prescribe suitable directions in this regard.
 

e. Retention of Documents

All documents related to the reporting, investigation and enforcement of this policy, as a result of a report of questionable accounting, internal accounting controls, or auditing matters, or the reporting of fraudulent financial information or matter pertaining to Misconduct, or of the discrimination, retaliation or harassment of an employee who made such a report, shall be kept in accordance with the retention policy under applicable law.
 
f. Notification
 
The existence and contents of this policy shall be informed to all Directors and Employees by the HR Department. 
 
g. Amendments
The Board of Directors of the Company reserves the right to amend or modify this Policy in whole or in part at any time without assigning any reason whatsoever. Modification may be necessary, among other reasons, to maintain compliance with local, state and central regulations and / or to accommodate organizational changes within the Company.  However, such amendment or modification will be binding on the Employees, Officers and Directors of the Company only when the same is notified to them by e-mail and/or posting on the ESAB India website.

h. Effective Date
The said policy shall be effective from the date the Board of Directors approved the amendments to the said policy as stated above on 10 of February, 2022.

For ESAB India Limited

Rohit Gambhir,

Managing Director

Place : Chennai

Date   : 10.02.2022