I. Introduction
Mosaic Wellness Private Limited (hereinafter referred to as the “Company”) believes in promoting
fair, transparent, ethical, and professional work. While Mosaic Wellness expects high level of integrity
and professional conduct from Employees, Directors and any person associated with the Company,
the Whistle-blower Policy defines the mechanism for Mosaic Wellness, its subsidiaries, locations/
group companies and to all companies in which Mosaic Wellness has an ownership interest
(collectively referred to as “Company”) to report any unethical or unlawful practice. The Whistle-
blower Policy is implemented not only as a safeguard against unethical practices, but it intends to
provide a mechanism for reporting genuine concerns or grievances and ensure that all whistle-blower
complaints are dealt with in a fair and unbiased manner
II. Definitions
Definitions of some of the key terms used in this mechanism are given below:
● Board: Board of Directors of the Company.
● Company: Mosaic Wellness
● Director: A director appointed to the Board of the Company.
● Disciplinary Action: Any measure deemed appropriate considering the seriousness of the offence,
including but not limited to a warning, imposition of fine, claw-back or re-vesting of ESOPs,
suspension from official duties, or any such measure as may be decided by the Whistle-blower
Committee with the approval of the Board.
● Employee: A person working in or for the Company, whether permanent or temporary or
contracted, traineeship, probationary, apprenticeship, part-time or working as a consultant or on
a voluntary basis or engaged through an agent or contractor and would include all genders.
● Good Faith: Disclosure of misconduct made by any person covered under this Policy with honest
belief or intention, with reasonable/verifiable basis without any underlying motive or intention to
cause harm.
● Investigators: Selected employees or third parties appointed by the Whistle-blower Committee
who shall be charged with conducting investigations to ascertain the creditability of such Protected
Disclosure
● Protected Disclosure: Any disclosure of unethical practices reported in Good Faith under this Policy
by a Whistle-blower that is protected from retaliation or any adverse action by the Company.
● Policy or This Policy: Whistle-blower Policy of the Company.
● Subject(s): Person(s) against whom, or in relation to whom a Protected Disclosure is made or
evidence gathered during the course of an investigation.
● Whistle-blower(s): Employee(s), Director(s) or any other stakeholder of the Company who makes
a Protected Disclosure under this Policy in Good faith.
● Whistle-blower Committee: The list of selected Employees of the Company as set forth in
Appendix B, who are authorized to receive Protected Disclosures under this Policy. The Whistle-
blower Committee will be specifically authorized by a resolution passed by the Board of the
Company and shareholders and empowered with the powers under this Policy and allocated a
budget for discharging its duties.
III. Applicability of the Whistle-blower Policy
Protected Disclosures may be made by :
●Employees
● Directors
● Other stakeholders with whom the Company has financial or commercial dealings;
IV. Coverage of the Whistle-blower Policy
Malpractices or events suspected to have taken place or to have occurred that involves the following
are covered by the Policy:
● Acceptance of kickbacks
● Bribery and/or corruption
● Claiming of false reimbursement expenses
● Concurrent employment
● Conflict of interest or related party transactions
● Discrimination, victimization, bullying or harassment of any nature other than Sexual Harassment
● Financial fraud of any nature
● Inaccurate financial reporting
● Inappropriate use of social media
● Misappropriation of assets or resources
● Misrepresentation of financial books or records
● Misuse of authority or justice
● Unauthorized sharing or use of confidential or proprietary information
● Unfair trade practices and/or anti-competitive behavior
● Violation of Company policies or breach of any law or regulation applicable to the Company
V. Guiding principles of the Whistle-blower Policy
To ensure effective implementation of the Whistle-blower Policy, the Company shall:
● ensure protection of the Whistle-blower against victimization for the Protected Disclosure made
by him/her.
● ensure complete confidentiality of the Whistle-blower identity and information provided by
him/her.
● ensure that the Protected Disclosure is acted upon within reasonable timeframes and no evidence
is concealed or destroyed.
● ensure that the investigation is conducted honestly, neutrally and in an unbiased manner.
● ensure Whistle-blower shall not get involved in conducting any investigative activities other than
as instructed or requested by the Whistle-blower Committee.
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● ensure the Subject or other involved persons in relation to the Protected Disclosure be given an
opportunity to be heard by the Whistle-blower Committee.
● ensure Disciplinary Actions are taken against anyone who conceals or destroys evidence related to
Protected Disclosure made under this mechanism.
● Shall ensure that people with right skill set and experience are part of the whistleblower
committee
● regularly monitor the reporting process to ensure that it is effective and employees are aware of
the policy. Review the policy periodically to ensure that it remains up-to-date and effective
● impart training sessions for all employees to explain the whistle-blower policy and how to use it.
This could be done through in-person training sessions, webinars, or online training modules
● introduce employees to the whistle-blowing policy as part of the onboarding process or as & when
the training is imparted
● upload copy of this policy on in the company’s website for easy access to all the other stakeholders
VI. Protection for Whistle-blower
● A Whistle-blower must present his or her identity at the time of raising a concern. The Company
and Whistle Blower Committee will ensure that the identity of the Whistle-blower will be kept
anonymous and confidential to the extent possible unless required by law or required to be
disclosed in the course of legal proceedings.
● Any other Employee, Director or any other person associated with the Company covered under
the Policy serving as a witness or assisting in the said investigation would also be protected to the
same extent as the Whistle-blower.
● The Whistle-blower Committee would safeguard the Whistle-blower from any adverse action. This
includes discrimination, harassment, victimization, retaliation, dismissal, demotion, suspension, or
adoption of any unfair employment practices within the Company.
● Protection under this mechanism would not mean protection from Disciplinary Action arising out
of false allegations made by a Whistle-blower.
● A Whistle-blower may not be granted protection under this mechanism if he/she is Subject to a
separate complaint or allegations related to any misconduct.
● If a Whistle-blower believes that she or he has been treated adversely because of their use of the
Whistle-blower Policy, he/she can approach the Whistle-blower Committee of the Company in
confidence.
VII. Reporting mechanism
● In the event an Employee, Director or any other person associated with the Company covered
under the Policy becomes aware of any issue detailed under Section IV (Coverage of the Whistle
blower policy), he/she must make their concerns known through any of the means mentioned in
Appendix A of the Policy or may reach out to the members of the Whistle-blower Committee
covered in Appendix B of the Policy.
● If any committee members have a conflict of interest in a particular case, they will recuse
themselves and the remaining committee members will handle the situation.
VIII. Disqualification of Protected Disclosure
The Company reserves the right to not investigate under the following conditions, however the
committee should report to the board such cases
● Concerns involving compensation, performance reviews, or issues other than those listed under
Section IV (Coverage of the Whistle-blower Policy).
● Protected Disclosures made anonymously
● Unwillingness to provide basic details which may be necessary to initiate investigation, such as
o Name, designation, and location of the Subject(s)
o Detailed description of the incident
o Location and time or duration of the incident
● If the concerns pertain to customer complaints, as the Company has established an alternate
redressal mechanism for such complaints.
IX. Whistle-blower Committee
The Company has established an Whistle-blower Committee for managing the Whistle-blower
Policy. The current composition of the permanent members of the Whistle-blower Committee is
provided in Appendix B.
● Whistle-blower Committee would be responsible to act on the Protected Disclosure received from
a Whistle-blower in an unbiased manner.
● Whistle-blower Committee is responsible for establishing procedures to ensure the impartiality of
all inquiries, confidentiality investigations, and rulings on issues reported.
● Whistle-blower Committee will identify relevant resources who would investigate, based on the
nature of the issue reported.
● Whistle-blower Committee shall submit a annual or case-by-case report along with the outcome
to the Board detailing the number of Protected Disclosures received in accordance with this Policy.
● Whistle-blower Committee would be responsible for recommending Disciplinary Action to the
relevant Board/ Committee against the Subject if the investigation proves to be in favor of the
allegations raised by the Whistle-blower.
X. Investigation
● The investigation would be carried out to determine the authenticity of the allegations and for
fact- finding process.
● The investigation team should not consist of any member with possible involvement in the said
allegation.
● The identity of Subject(s) and Whistle-blower(s) would be kept confidential to facilitate effective
conduct of an investigation.
● Subjects are required to cooperate with the Whistle-blower Committee or any Investigators
conducting the investigation.
● During the course of the investigation:
o Whistle-blower Committee will be given authority to take decisions related to the
investigation.
o Any required information related to the scope of the allegation would be made available to
the Investigators.
o The findings of the investigation should be submitted to the Whistle-blower Committee by
the Investigator with all the supporting documents.
● After receiving the initial complaint, the WhistleBlower Committee is obligated to investigate the
matter and produce a report on its findings within a maximum period of 90 days from the date of
receipt of the Protected Disclosure.
XI. Maintaining secrecy and confidentiality
The Company expects individuals involved in the review or investigation to maintain complete
confidentiality. Disciplinary Action may be initiated against anyone found not complying with the
below:
● Maintain complete confidentiality and secrecy of the matter.
● The matter should not be discussed in social gatherings or with individuals who are not involved in
the review or investigation of the matter.
● The matter should only be discussed only to the extent or with the persons required for the
purpose of completing the investigation.
● Ensure confidentiality of documents reviewed during the investigation should be maintained.
● Ensure that secrecy of the Whistle-blower, Subject, Protected Disclosure, investigation team and
witnesses assisting in the investigation is maintained.
XII. Management decision
● The Board will take Disciplinary Action against the Subject as per the Company’s disciplinary
procedures and can also take legal action, if required. The Subject shall recuse from decisions of
the Board/committee if the Subject is part of the Board/committee.
● The decision of relevant Board/committee should be considered as final and no challenge against
the decision would be entertained unless additional information becomes available.
● In case of repeated frivolous or false complaints, action may be taken against the Whistle-blower
on recommendation of the Whistle-blower Committee.
XIII. Right to amendment
The Company reserves the right to amend or modify the Policy. Any amendment or modification of
the Policy would be done by approval of the Board and shareholders. The updated Policy would be
shared with the stakeholders covered under this Policy thereafter.
XIV. Miscellaneous
● All Employees will be introduced to the whistle-blower policy at the point of joining the Company
during the on-boarding process.
APPENDIX A – Details of Reporting Channels
Employees can submit Protected Disclosures to the Whistle-blower Committee through the following
channels, or directly to any member of the Whistle-blower Committee.
Reporting Channel : Email
Contact details : whistle-blower@mosaicwellness.in
APPENDIX B – Details of Whistle-blower Committee Members
The details of the Company's designated Whistle-blower Committee are as follows:
