1. PREFACE

KIMSHEALTH, one of Asia's most modern super-specialty hospital is a landmark healthcare destination in Kerala initiated by KIMS Healthcare Management Limited. KIMSHEALTH considers its employees as the most precious assets of the organization and empowers its employees through various training and orientation programs designed to meet individual needs. KIMSHEALTH believes in conducting its affairs in a fair and transparent manner, providing a secure environment to employees by adopting high standards of professionalism, honesty, integrity and ethical behavior.

The Whistle Blower Policy cum Vigil Mechanism set up here-in-above shall enable the employees and the Directors to report their genuine concerns or grievances about the actual or potential violation of principles and standards laid down herein. The Vigil Mechanism shall provide for adequate safeguard against victimization of persons who can also use such mechanism for reporting genuine concerns.

Any actual or potential violation of the Code, howsoever insignificant or perceived as such, would be a matter of serious concern for the Company. Such a vigil mechanism shall provide for adequate safeguards against victimization of directors and employees who avail of such mechanism and also make provisions for direct access to the Chairperson of Audit Committee in exceptional cases.

2. DEFINITIONS

"Director" means directors appointed on the Board of the Company as per the provisions of Companies Act, 2013 or any other previous Companies Act including the Rules thereto or any further amendments made thereto.

"Audit Committee" means a committee of the Board of Directors of the Company, established as per the provisions of Companies Act, 2013 or any other previous Companies Act including the Rules thereto or any further amendments made thereto.

"Disciplinary Action" means any action that can be taken in case of repeated frivolous complaints being filed by a director or an employee, which includes but not limited to warning, imposition of fine, suspension from official duties, reprimand or any such action as is deemed to be fit as per company's procedures considering the gravity of the matter.

"Employee" means every employee of the Company working with the KIMSHEALTH Group of Companies including contractual employees and the directors in the employment of the Company.

"Investigation Committee" will be a Committee of Employees appointed either by Whistle Officer or by the Audit Committee for the purpose of conducting detailed investigation, if required. This Committee, if required, will be formed on case to case basis depending on the investigation. The Audit Committee shall have the authority to change the members of the Committee from time to time.

"Vigil Mechanism" means the mechanism established by the Company for directors and employees to report genuine concerns to the company.

"Protected Disclosure" means any communication made in Good Faith that discloses or demonstrates information that may evidence any unethical or improper activity, malpractice and any event of misconduct.

"Whistle Blower" is someone who makes a Protected Disclosure under this Policy.

"Whistle Officer" means an officer nominated/appointed by the Audit Committee.

"Good Faith" means that an employee has a reasonable basis for communication of unethical and improper practices or any other alleged wrongful conduct. Good Faith shall be deemed lacking when the employee does not have personal knowledge of a factual basis for the communication or where the 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.

3. SCOPE

This policy applies to all the Directors, Employees of KIMS Healthcare Management Limited and its subsidiaries, namely;

1. KIMS Al Shifa Healthcare Private Limited
2. KIMS Bellerose Institute Of Medical Sciences Private Limited
3. KIMS Kollam Multi Speciality Hospital India Private Limited
4. KIMS Nagercoil Institute Of Medical Sciences Private Limited
5. Spiceretreat Hospitality Services Private Limited
6. KIMSHEALTH Executive Leisure Private Limited

Including all contractual employees, part time and temporary employees.

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4. OBJECTIVE

1. The Company is committed to developing a culture where it is safe for all employees/Directors to raise and report genuine concerns about any unacceptable practice, unethical behavior, actual or suspected fraud, violation of code of conduct or policy and any event of misconduct.
2. The Company encourages its employees who have genuine concern about suspected misconduct of which they are or become aware of, to an internal authority, to come forward and express these concerns without fear of punishment or unfair treatment.
3. To minimize the Company's exposure to the damage that can occur when the employees actually or potentially try to circumvent internal mechanisms in furthering the aforementioned concerns, violations and frauds.
4. The mechanism provides for adequate safeguards against victimization of Directors and employees to avail mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases.
5. The Vigil Mechanism Policy do not releases employees from their duty of confidentiality in the course of their work nor can it be used as a route for raising malicious or unfounded allegations about a personal situation or with a mala-fide intention.

The nature of complaints can be the following:

1. a criminal offence, e.g. fraud
2. someone's health and safety is in danger
3. Acts resulting in financial loss or loss of reputation
4. risk or actual damage to the environment
5. a miscarriage of justice
6. Suspected/actual fraud and criminal offences
7. breaching the work contract ex: divulging patient details
8. the company is breaking the law, eg doesn't comply to Labour laws
9. you believe someone is covering up wrongdoing
10. bribe or gift from patients or medical companies
11. Unethical behavior

MANNER IN WHICH THE CONCERN CAN BE RAISED:

A. Directors shall make Protected Disclosure to the Chairman of the Audit Committee, as soon as possible but not later than 30 consecutive days after becoming aware of the same. Employees can route Protected Disclosure through GM, HR who in turn will forward it to the Chairman of the Audit Committee.

B. The contact details of the Chairman of the Audit Committee and General Manager, HR are as below:

Chairman, Audit Committee
KIMS Healthcare Management Limited
Kumarapuram Poonthi Road,
Anamukham P B, Anayara P O,
Trivandrum, Kerala - 695029

General Manager, HR
KIMS Healthcare Management Limited
Kumarapuram Poonthi Road,
Anamukham P B, Anayara P O,
Trivandrum, Kerala - 695029

C. The Complaint should be forwarded along with a cover letter (bearing the identity of the Complainant i.e. his/her full name, employee code number and location) and should be inserted in an envelope duly secured/sealed addressed to the Chairperson of Audit Committee / General Manager, HR with the words "Vigil Complaint" inscribed on the envelope.

1. If a protected disclosure is received by any executive of the Company other than Chairman of Audit Committee or the General Manager, HR, the same should be forwarded to Chairman of the Audit Committee / General Manager HR for further appropriate action. Appropriate care must be taken to keep the identity of the Whistleblower confidential.
2. 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.
3. The Whistleblower must disclose his/her identity in the covering letter forwarding such Protected Disclosure. Anonymous disclosures are not favoured as it would not be possible to interview the Whistleblowers. However, when an anonymous Whistleblower provides specific and credible information that supports the complaint, such as alleged perpetrators, location and type of incident, names of other personnel aware of the issue, specific evidence, amounts involved etc. while choosing to maintain anonymity, then there are often sufficient grounds for the Company to consider an investigation into the complaint.

INVESTIGATION

1. All Protected Disclosures reported under this Policy will be thoroughly investigated by the Whistle Officer under the authorization of the Audit Committee.
2. If initial enquiries by the Chairman of the Audit Committee indicate that the concern has no basis, or it is not a matter to be investigated under this Policy, it may be dismissed at this stage and the decision will be documented.
3. Where initial enquiries indicate that further investigation is necessary, the same will be carried out either by the Whistle Officer alone, or at his sole discretion by an Investigation Committee.
4. The decision to conduct an investigation is by itself not an accusation and is to be treated as a neutral fact-finding process without presumption of guilt.
5. The identity of the Whistle Blower will be kept confidential to the extent possible given the legitimate needs of law and the investigation and shall not be disclosed to the Investigation Committee unless required for the purpose of investigation.
6. Persons against whom the allegations is made (hereinafter referred to as "Subjects") will normally be informed of the allegations at the outset of a formal investigation and will be provided opportunities for providing their inputs during the investigation.
7. Subjects shall have a duty to co-operate with the Investigators during investigation to the extent that such co-operation will not compromise self-incrimination protections available under the applicable law and will have a right to consult with a person or persons of their choice. Subjects shall be free at any time to engage counsel at their own cost to represent them in the investigation proceedings.
8. 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.
9. 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.
10. 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.
11. The Chairman/Investigation Committee, as the case may be, shall make a detailed record of the protected disclosure. The Record will include:
    1. Facts of the matter
    2. Reference, if available on whether the same Protected Disclosure was raised previously by anyone, and if so, the outcome thereof
    3. Reference, if available on whether any Protected Disclosure was raised previously against the same Subject
    4. The financial/otherwise loss which has been incurred/would has been incurred by the Company
    5. Findings of Investigation Committee
    6. Recommendations of the Investigation Committee on disciplinary/other action(s)
12. The Investigation Committee shall finalize and submit the report to the Chairman of the Audit Committee.
13. The report shall be finalized and submitted as per the time lines mentioned in the policy.

TIMELINES

DECISION AND REPORTING:

1. If any investigation leads to a conclusion that an improper or unethical act has been committed, the Chairman of the Audit Committee shall recommend to the Board of Directors to take such disciplinary or corrective actions as it may deem fit.
2. If initial/preliminary inquiries indicate that the concern has no basis, or it is not a matter to be further investigated or pursued under this policy, it may be dismissed at this stage and the decision shall be documented.
3. In case the complaint is not proved, extinguish the matter and take note of the same or depending upon the seriousness of the matter, the investigation authority may refer with the matter with the counter measures.
4. In case the Audit Committee opines that the matter is too serious, it can further place the matter before the Board of Directors along with its recommendations. The Board may decide the matter as it may deem fit.
5. Any discrepancy or corrective actions 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.
6. A complainant who makes false allegations of unethical and improper practices or about alleged wrongful conduct of the subject shall be subject to appropriate disciplinary action in accordance with the rules, policies and procedures of the Company.
7. Where the whistle blower is not satisfied with the outcome of the investigation carried out by the Whistle Officer / Investigation Committee, he can make an appeal to the Chairman of the Audit Committee of the Board of Directors of the Company seeking re-investigation and has the right to report the event to the appropriate legal or Investigation authority or agency.
8. In case of repeated frivolous complainants being filed by the director or an employee, the Audit Committee may take suitable action against the concerned Director or employee.

PROTECTION/SECRECY/CONFIDENTIALITY

The Whistle Blower, the Whistle Officer, Investigation Committee, Audit Committee and everyone involved in the process shall:

1. Maintain complete confidentiality/secrecy of the matter
2. Not discuss the matter in any informal/social gatherings/meetings
3. Discuss only to the extent or with the persons required for the purpose of completing the process and investigations
4. Not keep the papers unattended anywhere at any time
5. Keep the electronic mails/files under password

If anyone is found not complying with the above, he/she shall be held liable for such disciplinary action as is considered fit.

RETENTION OF DOCUMENTS UNDER VIGIL MECHANISM POLICY

All protected disclosures made by the Whistle Blower or documents obtained in writing or documented during the course of inquiry/investigation, along with the results of investigation relating there to, shall be retained by the Company for a period of 7 (seven) years or such other period as specified by any other law in force, whichever is more.

ADMINISTRATION AND REVIEW OF THE VIGIL MECHANISM:

1. Details of establishment of this Policy shall be disclosed by the company on its website. Company shall also disclose the brief details about this Policy in its Board's report.
2. A report on the functioning of the Vigil Mechanism/Whistle Blower Policy shall be placed before the Audit Committee at regular intervals. A report on the total number of complaints received if any during the period along with summary of the findings of Whistle Officer / Investigation Committee / Audit Committee and corrective steps taken if any shall be reported to the Chairman of the Company who shall be responsible for the administration, interpretation, application and review of this policy.

AMENDMENT OF THE VIGIL MECHANISM

The Company reserves its right to amend or modify this Policy in whole or in part, at any time without assigning any reason whatsoever. However, no such amendment or modification will be binding on the directors, employees and stakeholders unless the same is notified to the Directors and Employees in writing and displayed on the website in case of stakeholders.