1. PREAMBLE:
Section 177 of the Companies Act, 2013, requires every listed Company to establish a vigil mechanism for the Directors and Employees to report genuine concerns in such manner as may be prescribed. The Company has adopted a Code of Conduct for Directors and Senior Management Executives (“the Code”), which lays down the principles and standards that should govern their actions. Any actual or potential violation of the Code, howsoever insignificant or perceived as such, is a matter of serious concern for the Company and should be brought to the attention of the concerned. A vigil mechanism shall provide for adequate safeguards against victimisation of persons who can also use such mechanism for reporting genuine concerns including above. It also make provision for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.
Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 provides for a requirement for all listed Companies to establish a mechanism called Vigil Mechanism and frame a policy called Whistle Blower Policy for employees to report to the management instances of unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct.
Under these circumstances, the Company being a listed Company proposes to establish a Vigil Mechanism/Whistle Blower Policy and to formulate a policy for the same.
2. DEFINITIONS:
a. “Alleged wrongful conduct” shall mean violation of law, infringement of Company’s rules, misappropriation of monies, actual or suspected fraud, substantial and specific danger to public health and safety or abuse of authority.
b. “Audit Committee” means a Committee constituted by the Board of Directors of the Company in accordance with guidelines of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013.
c. “Board” means the Board of Directors of the Company.
d. “Code” means Code of Conduct for Directors and Senior Executives including Key Managerial Personnel of the Company.
e. “Employee” means all present employees including Whole-time Directors of the Company (whether working in India or abroad).
f. “Protected Disclosure” means a concern raised by an employee or group of employees of the Company, through a written communication and made in good faith which discloses or demonstrates information about and unethical or improper activity under the title “SCOPE” with respect to the Company. It should be factual and not speculative or in nature of an interpretation/conclusion and should contain as much specific information as possible to allow for proper assessment of the nature and extent of the concern.
g. “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.
h. “Vigilance and Ethics Officer” means an officer appointed to receive protected disclosures from whistle blowers, maintaining records thereof, placing the same before the Audit Committee for its disposal and informing the Whistle Blower the result thereof.
i. “Whistle Blower” is an employee or group of employees who make a Protected Disclosure under this policy and also referred in this policy as Complainant.
3. POLICY OBJECTIVES:
The Company is committed to developing a culture where it is safe for all employees to raise concerns about any poor or unacceptable practice and any event of misconduct.
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 employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment.
A Vigil (Whistle Blower) Mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the Codes of conduct or policy. The mechanism provides for adequate safeguards against victimisation of employees and Directors to avail of the mechanism and also provide for direct access to the Chairman/Whole-time Director/Chairman of Audit Committee in exceptional cases.
This neither 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.
4. THE GUIDING PRINCIPLES:
To ensure that this policy is adhered to, and to assure that the concern will be acted upon seriously, the Company will:
– Ensure that the Whistle Blower and/or the person processing the Protected Disclosure is not victimised for doing so;
– Treat victimisation as a serious matter including initiating disciplinary action on such person(s);
– Ensure complete confidentiality;
– Not attempt to conceal evidence of the Protected Disclosure;
– Take disciplinary action, if any one destroys or conceals evidence of the Protected Disclosure made/to be made;
– Provide an opportunity of being heard to the persons involved especially to the subject;
5. SCOPE:
The Policy covers malpractices and events which have taken place/suspected to take place involving:
i. Abuse of authority;
ii. Breach of contract;
iii. Negligence causing substantial and specific danger to public health and safety with mala fide intention;
iv. Financial irregularities, including fraud, or suspected fraud;
v. Criminal Offence;
vi. Pilferage of confidential/propriety information;
vii. Wilful wastage/misappropriation of company funds/assets.
6. DISQUALIFICATIONS:
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 Protected Disclosures, which have been subsequently found to be mala fide, frivolous or malicious shall be liable to be punished as per the management decision [Refer Para 10(d) of this policy]
7. ELIGIBLITY:
All employees of the Company including Directors are eligible to make Protected Disclosures under the Policy in relation to matters concerning the Company.
8. RECEIPT AND DISPOSAL OF PROECTED DISCLOSURES:
All Protected Disclosures should be reported in writing by the complainant as soon as possible after the Whistle Blower becomes aware of the same so as to ensure a clear understanding of the issues raised and should either be typed or written in a legible handwriting in English.
The Protected Disclosure should be submitted in a closed and secured envelope and should be super scribed as “Protected disclosure under the Whistle Blower policy”. If the complaint is not super scribed and closed as mentioned above, it will not be possible for the Audit Committee to protect the complainant and the protected disclosure will be dealt with as if a normal disclosure. In order to protect identity of the complainant, the Vigilance and Ethics Officer will not issue any acknowledgment to the complainant and they are advised neither to write their name/address on the envelope nor enter into any further correspondence with the Vigilance and Ethics Officer. The Vigilance and Ethics Officer shall assure that in case any further clarification is required he will get in touch with the complainant.
Anonymous/Pseudonymous disclosure shall not be entertained by the Vigilance and Ethics Officer.
The Protected Disclosure should be forwarded under a covering letter signed by the complainant. The Vigilance and Ethics Officer/Chairman of the Audit Committee/Whole-time Director/Chairman as the case may be, shall detach the covering letter bearing the identity of the Whistle Blower and process only the Protected Disclosure.
All Protected Disclosures should be addressed to the Vigilance and Ethics Officer of the Company or to the Chairman of the Audit Committee or to the Chairman of the Company. For the purpose of Protected Disclosure, Chairman of the Audit Committee to be treated as Vigilance and Ethics Officer.
Protected Disclosure against the Vigilance and Ethics Officer should be addressed to the Whole-time Director of the Company. The contact details of the Vigilance and Ethics Officer and the Chairman of the Company is as under:
Mrs. Pranati Majumder (Vigilance and Ethics Officer)
Rawdon Chambers, 11A, Sarojini Naidu Sarani, 4th Floor, Unit-4B, Kolkata-700017
Phone no. (033) 40061301
Mr. Kamal Sharma (Whole-time Director)
Rawdon Chambers, 11A, Sarojini Naidu Sarani, 4th Floor, Unit-4B, Kolkata-700017
Phone no. (033) 40061301
On receipt of the protected disclosure the Vigilance and Ethics Officer/Chairman of Audit Committee/Whole-time Director of the Company, as the case may be, shall make a record of the Protected Disclosure and also ascertain from the complainant whether he was the person who made the protected disclosure or not. He/she shall also carry out initial investigation either himself/herself or by involving any other Officer of the Company or an outside agency before referring the matter to the Audit Committee of the Company for further appropriate investigation and needful action.
The Audit Committee, if deems fit, may call for further information or particulars from the Complainant.
9. INVESTIGATION
All Protected Disclosures under this policy will be recorded and thoroughly investigated. The Audit Committee may investigate and may at its discretion consider involving any other Officer of the Company and/or an outside agency for the purpose of investigation.
Subject(s) will normally be informed in writing of the allegations at the outset of a formal investigation and have opportunities for providing their inputs during the investigation.
Subjects(s) shall have a duty to co-operate with the Audit Committee or any other Officers appointed by it in this regard.
Subject(s) have a responsibility not to interfere with the investigation. Evidence shall not be withheld, destroyed or tampered with and witness shall not be influenced, coached, threatened or intimidated by the subject(s).
The investigation shall be completed normally within 90 days of the receipt of the protected disclosure and is extendable by such period as the Audit Committee deems fit.
10. DECISION AND REPORTING
a. If an investigation leads the Vigilance and Ethics Officer/Chairman of the Audit Committee/Whole-time Director of the Company to conclude that an improper or unethical act has been committed, the Vigilance and Ethics Officer/Chairman of the Audit Committee/Whole-time Director of the Company shall recommend to the Board of Directors of the Company to take such disciplinary or corrective action as he/she may deem fit. It is clarified that any disciplinary or corrective action 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;
b. The Vigilance and Ethics Officer shall submit a report to the Chairman of the Audit Committee on a regular basis about all Protected Disclosures referred to him/her since the last report together with the results of investigations, if any;
c. In case the Subject is the Chairman of the Company, the Chairman of Audit Committee after examining the Protected Disclosures shall forward it to other members of the Audit Committee, if deemed fit. The Audit Committee shall appropriately and expeditiously investigate the Protected Disclosure;
d. A Complainant who makes false allegations of unethical & improper practices or about alleged wrongful conduct of the Subject to the Vigilance and Ethics Officer or the Audit Committee shall be subject to appropriate disciplinary action in accordance with the rules, procedures, practices and policies of the Company.
11. SECRECY/CONFIDENTIALITY
The Complainant, Vigilance and Ethics Officer, Members of Audit Committee, the Subject and everybody involved in the process shall:
i. Maintain confidentiality of all matters under this policy;
ii. Discuss only to the extent or with those persons as required under this policy for completing the process of investigations.
12. CONFIDENTIALITY & PROTECTION
No unfair treatment will be meted out to a Whistle Blower by virtue of his/her having reported a Protected Disclosure under this policy. Protection will be given to Whistle Blowers against retaliation, threat or intimidation of termination/suspension of service, disciplinary action, transfer, demotion, refusal or promotion. The Company will take steps to minimize difficulties, which the Whistle Blower may experience as a result of making the Protected Disclosure.
The identity of the Whistle Blower shall be kept confidential to the extent possible and permitted under the law. The identity of the complainant will not be revealed unless he himself has made either his details public or disclosed his identity to any other office or authority.
13. COMMUNICATION
The Company’s Whistle Blower Policy shall be posted on the website of the Company.
14. 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 period of 7 (seven) years or such other period as specified by any other law in force, whichever is more.
15. ADMINISTRATION AND REVIEW OF THE POLICY
The Board of Directors shall be responsible for the administration, interpretation, application and review of this policy. The Board also shall be empowered to bring about necessary changes to this policy, if required at any stage with the concurrence of the Audit Committee.
16. AMENDMENT
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 Employees and Directors unless the same is notified to them in writing