a). The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend his / her appointment, as per Company's Policy.
b). A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has authority to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the position.
c). The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution.
a) Managing Director/Whole-time Director: The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Director or Executive Director for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.
b) Independent Director:
An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.
No Independent Director shall hold office for more than two consecutive terms of upto maximum of 5 years each, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.
At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director serves is restricted to seven listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Whole-time Director of a listed company or such other number as may be prescribed under the Act.
a) The Remuneration/ Commission etc. to be paid to Managing Director / Whole-time Directors, etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force and the approvals obtained from the Members of the Company.
b) The Nomination and Remuneration Committee shall make such recommendations to the Board of Directors, as it may consider appropriate with regard to remuneration to Managing Director / Whole-time Directors.
a) The Non-Executive / Independent Directors may receive sitting fees and such other remuneration as permissible under the provisions of Companies Act, 2013. The amount of sitting fees shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors.
b) All the remuneration of the Non- Executive / Independent Directors (excluding remuneration for attending meetings as prescribed under Section 197 (5) of the Companies Act, 2013) shall be subject to ceiling/ limits as provided under Companies Act, 2013 and rules made there under or any other enactment for the time being in force. The amount of such remuneration shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors or shareholders, as the case may be.
c) An Independent Director shall not be eligible to get Stock Options and also shall not be eligible to participate in any share based payment schemes of the Company.
d) Any remuneration paid to Non- Executive / Independent Directors for services rendered which are of professional in nature shall not be considered as part of the remuneration for the purposes of clause (b) above if the following conditions are satisfied:
a) The remuneration to Key Managerial Personnel and Senior Management shall consist of fixed pay and incentive pay, in compliance with the provisions of the Companies Act, 2013 and in accordance with the Company's Policy.
b) The Fixed pay shall include monthly remuneration, employer's contribution to Provident Fund, contribution to pension fund, pension schemes, etc. as decided from to time.
c) The Incentive pay shall be decided based on the balance between performance of the Company and performance of the Key Managerial Personnel and Senior Management, to be decided annually or at such intervals as may be considered appropriate.
A.“Act” means the Companies Act, 2013 including the rules, schedules, clarifications and guidelines issued by the Ministry of Corporate Affairs from time to time;
b. “Board” refers to the Board of Directors of Neelkanth Technologies Limited;
c. “Company” refers to Neelkanth Technologies Limited pursuant to this policy, having its
Registered Office at Plot No.194 – 195, 3rd Floor, Industrial Area, Phase II, Ram Darbar, Chandigarh - 160002
d. “Listing Regulations” means the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
e. ‘’Schedule” means a scheduleannexed to Listing Regulations;
f. “Stock Exchange” means a recognized stock exchange as defined under clause (f) of section 2 of the Securities Contracts (Regulation) Act, 1956; and
g. “Subsidiary(s)” shall mean subsidiaries of the Company as defined under the Act.
Words, terms and expressions used and not defined in these Listing Regulations will have the same meaning as contained in (i) the Act, (ii) Securities Exchange Board of India Act, 1992, as may be modified from time to time.
As stated above, in terms of the Regulation 30 of the Regulations, the Company is required to make disclosures of any events or information which, in the opinion of the Board of the Company, is material. Further, the events specified in Para A of Part A of Schedule III are deemed to be material events and the Company is mandatorily required to make disclosure of such events. The Company is required to make disclosure of events specified in Para B of Part A of Schedule III, based on application of the guidelines for materiality as set out in this Policy.
In this context, the following has been approved and adopted by the Board by passing the circular resolution dt. December 24, 2015, with the objective of determining materiality of events.
1. The events specified in Para A of Part A of Schedule III of the Regulations and as set out in Annexure I to this Policy shall be disclosed by the Company as applicable from time-to-time and in a manner as set out in the Regulations and this Policy.
2. For disclosing the events specified in Para B of Part A of Schedule III, the Company shall consider the following criteria for determination of materiality of an event/information:
a. the omission of an event or information, which is likely to result in discontinuity or alteration of event or information already available publicly; or
b. the omission of an event or information is likely to result in significant market reaction if the said omission came to light at a later date.
c. Where it would be difficult to report any event including events specified in Para B of Part of Schedule III and set out in Annexure II to this Policy, based on qualitative criteria as stated in points a) and b) above, the same may be considered material for disclosure, upon meeting materiality thresholds as mentioned herein below:
i. For events specified in Annexure II of this Policy, if the impact of the occurrence of such an event would exceed 5% of the gross standalone turnover of the Company, in the immediately preceding accounting year.
For events specified in Annexure II of this Policy with respect to a Subsidiary of the Company, if the impact of the occurrence of such an event would exceed 5% of the gross consolidated turnover of the Company, in the immediately preceding accounting year.
d. in case where the criteria specified in sub-clauses a to c are not applicable, an event/information may be treated as being material if in the opinion of the Board and/or the Managing Director and the CFO of the Company, the event/information is considered material.
e. Following shall be the additional considerations in determining the materiality thresholds as stated above:
materiality to be assessed at the level of each individual disclosure requirement and, where relevant, on an aggregate basis; and
additional considerations to be taken into account by the Company when they are considered as plausible and objectively reasonable.
3. As specified in Para C of Part A of Schedule III of the Regulations, the Company shall promptly disclose any other information/event viz., major development that is likely to affect business, e.g. emergence of new technologies, expiry of patents, any change of accounting policy that may have a significant impact on the financial statements of the Company and brief details thereof and any other information which is exclusively known to the Company which may be necessary to enable the holders of securities of the Company to appraise its position and to avoid the establishment of a false market in such securities.
DISCLOSURE OF EVENTS / INFORMATION:
Any event required to be reported under Regulation 30 of the Regulations shall be informed to the Managing Director or Chief Financial Officer of the Company on an immediate basis with adequate supporting data or information to facilitate a prompt and appropriate disclosure. Any other event, even if not covered under the Regulations but is potentially of price sensitive nature, must also be informed, for further evaluation to the Chief Financial Officer. The process of disclosure shall be in line with the process set out under the “CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION”.
The Managing Director and the Chief Financial Officer of the Company shall severally be responsible and authorised for ascertaining the materiality of events considering its nature and its disclosure after taking into consideration the various provisions of the Regulations and this Policy.
The contact details of the persons authorized to determine materiality of events under this policy are as follows:
Mr. Sanjeev Kumar
Managing Director/ CEO
NEELKANTH TECHNOLOGIES LIMITED
Add: Plot No.194 – 195, 3rd Floor, Industrial Area, Phase II, Ram Darbar,
Chandigarh - 160002
Email Id: firstname.lastname@example.org
Mr. Satish Kumar
The Managing Director of the Company shall severally be responsible and authorized for dissemination of such events and information in accordance with provisions of the Regulations or any other law as may be applicable.
The Company shall first disclose to stock exchange(s) of all events, as specified in Part A of Schedule III, or information as soon as reasonably possible and in accordance with the provisions of the Regulations, as may be amended from time to time.
The disclosures made under the Regulations shall be hosted on the website of the Company (www.zenlabsindia.com/) and simultaneously communicated to the Stock Exchanges in the permitted mode. All disclosures shall be available on the website of the Company for a period of 5 years in accordance with the Archival Policy of the Company.
Explanation.- For the purpose of this sub-para, the word 'acquisition' shall mean,- i. Acquiring control, whether directly or indirectly; or,
ii. acquiring or agreeing to acquire shares or voting rights in, a company, whether directly or indirectly, such that -
a. the listed entity holds shares or voting rights aggregating to five per cent or more of the shares or voting rights in the said company, or;
b. there has been a change in holding from the last disclosure made under sub-clause (a) of clause (ii) of the Explanation to this sub-para and such change exceeds two per cent of the total shareholding or voting rights in the said company.
Illustrative list of events which shall be disclosed upon application of the guidelines for materiality:
The Board of Directors (the Board) of “Zenlabs Ethica Limited (Formerly known as Neelkanth Technologies Limited” (the Company) has adopted this policy and procedures with regards to Related Party Transaction in line with the requirement of Section 188 of the Companies Act, 2013.
In view of the various circulars and clarifications issued by the Ministry of Corporate Affairs and the Stock Exchanges from time to time and pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 notified on September 2, 2015 (“SEBI LODR”), the Board of Directors has, on the recommendation of the Audit Committee, adopted the following policy and procedures with regard to Related Party Transactions.
The objective of this Policy is to set out (a) the materiality thresholds for related party transactions and; (b) the manner of dealing with the transactions between the Company and its related parties based on the Act, SEBI LODR and any other laws and regulations as may be applicable to the Company.
A transaction with a related party shall be considered material if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceeds ten percent of the annual consolidated turnover of the Company as per the last audited financial statements of the Company.
Related Party Transactions are prohibited, unless prior approval is taken from the Audit Committee and/or the Board of Directors of the Company in accordance with this policy. In dealing with Related Party Transactions, the Company will follow the following approach:
a) Identification of related parties
All Directors are responsible for informing the Company of their interest as under (including interest of their Relatives) in other companies, firms or concerns at the time of appointment, at the beginning of every financial year and within 30 days of any change in such interest during the year:
1. Names of his/her Relatives;
2. Partnership firms in which he/she or his/her Relative is
3. Private Companies in which he/she or his/her Relative is a
member or a Director;
4. Public Companies in which he/she is a Director and holds along with his/her Relatives more than 2% of paid up share capital;
5. Any Body Corporate whose Board of Directors, Managing
Director or Manager is accustomed to act in accordance with his/her advice, directions or instructions; and
6. Persons on whose advice, directions or instructions, he/she is accustomed to act (other than advice, directions or instructions obtained from a person in professional capacity).
Every Key Managerial Personnel (KMP) of the Company will be responsible for providing a declaration containing the following information to the Company Secretary on an annual basis and whenever there is a change in the information provided:
1. Names of his/her Relatives;
2. Partnership firms in which he/she or his/her Relative is
In addition, all Directors, KMPs, officers authorised to enter into contracts/arrangements will be responsible for providing prior Notice to the Company of any potential Related Party Transaction, including any additional information about the transaction that the Audit Committee/Board may request. The Board shall record the disclosure of interest and the Audit Committee will determine whether the transaction is in the ordinary course of business and on an arm’s length basis.
Besides the above, the Company will also identify other Related Parties as required under the Companies Act, 2013 and Rules thereunder and the SEBI LODR as may be applicable.
c) Procedure for approval of Related Party Transactions:
I. Approval of the Audit Committee
(1) In compliance with the statutory requirements, the Audit Committee of the Company at its first meeting held after April 1, 2015 i.e. on May 30, 2015 had approved a list of all ongoing related party transactions/contracts/arrangements as of April 1, 2014.
(2) All Related Party Transactions shall be subject to the prior approval of the Audit Committee whether at a meeting or by resolution by circulation or any other manner as provided by the Act or Rules made thereunder.
(3) Where the Company enters into a contract/transactions with a related party, which stipulates details of every transaction like nature of the transaction, period of transaction, contract price or methodology of price determination/variation, if any, maximum amount of transaction, credit terms etc., prior approval once given by the Audit Committee would suffice and Audit Committee would only note the transactions that are entered into pursuant to such master agreement and such transactions will not require any additional approval of the Audit Committee.
(4) Any modification to existing Related Party Transactions as per provisions of Section 177 of the Act.
The Audit Committee shall specify the criteria as stipulated in Rule 6A of Companies (Meeting of Board and its Powers) Rule, 2014 for making the omnibus approval.
(5) The Audit Committee shall consider the following factors while specifying the criteria for making omnibus approval, namely:
(a) Repetitiveness of the transactions (in past or in future);
(b) Justification for the need of omnibus approval.
(c) The need for omnibus approval for transactions of repetitive nature and that such approval is in the interest of the company.
(6) The omnibus approval shall contain or indicate the
a) Name of the related parties;
b) Nature and duration of the transaction;
c) Maximum amount of transaction that can be
d) The indicative base price or current contracted price and the formula for variation in the price, if any; and
Provided that where the need for related party transaction cannot be foreseen and aforesaid details are not available, the Audit Committee may make omnibus approval for such transactions subject to their value not exceeding Rupees one crore per transaction.
(7) Omnibus approval shall be valid for a period not exceeding one financial year and shall require fresh approval after the expiry of such financial year. However, the Committee shall review, on a quarterly basis, the details of Related Party Transactions entered into by the company pursuant to each of the omnibus approval given.
(8) Omnibus approval shall not be made for transactions in respect of selling or disposing of the undertaking of the Company.
(9) Any other conditions as the Audit Committee may deem
(10) A member of the Committee who has a potential interest in any Related Party Transaction will not remain present at the meeting when such Related Party Transaction is considered.
II. Approval of the Board of Directors of the Company
a) As per the provisions of Section 188 of the Act, all kinds of Transactions specified under the said Section and which are not in the ordinary course of business and at arm’s length basis, shall be placed before the Board for its approval.
b) In addition to the above, the following kinds of transactions with related parties are also placed before the Board for its approval:
Transactions which may be in the ordinary course of business and at arm’s length basis, but which exceed the limits prescribed under the Act and Rules thereunder from time to time (i.e. value threshold and/or other parameters) require Board approval in addition to Audit Committee approval;
Transactions in respect of which the Audit Committee is unable to determine whether or not they are in the ordinary course of business and/or at arm’s length basis and decides to refer the same to the Board for approval;
Transactions which are in the ordinary course of business and at arm’s length basis, but which in Audit Committee’s view requires Board approval;
Transactions meeting the materiality thresholds laid
down Clause 5 of the Policy, which are intended to
be placed before the shareholders for approval.
c) Where any director is interested in any Related Party Transaction, such director will not remain present at the meeting when such Related Party Transaction is considered.
While assessing a proposal put up before the Audit Committee/Board for approval, the Audit Committee/Board may review the following documents/ seek the following information from the management in order to determine if the transaction is in the ordinary course of business and at arm’s length or not:
Nature of the transaction i.e. details of goods or property to be acquired/transferred or services to be rendered/availed - including description of functions to be performed, risks to be assumed and assets to be employed under the proposed transaction;
Key terms (such as price and other commercial compensation contemplated under the arrangement) of the proposed transaction, including value and quantum;
Key covenants (non-commercial) as per the draft of the proposed agreement/ contract to be entered into for such transaction;
Special terms covered/to be covered in separate letters or undertakings or any other special or sub-arrangement forming part of a composite transaction;
Benchmarking information that may have a bearing on the arm’s length basis analysis, such as :
- market analysis, research report, industry trends, business strategies, financial forecasts, etc.;
- Third party comparables, valuation reports, price publications including stock exchange and commodity market quotations;
- Management assessment of pricing terms and business justification for the proposed transaction;
- Comparative analysis, if any, of other such transaction entered into by the company.
In determining whether approval needs to be accorded to a
Related Party Transaction, the Audit Committee/Board will consider the following factors:
whether the terms of the Related Party Transaction are fair to the Company and would apply on the same basis as if the transaction did not involve a Related Party;
whether there are any compelling business reasons for the Company to enter into the Related Party Transaction and the nature of alternative transactions, if any;
Whether the Related Party Transaction would impair the independence of an otherwise Independent Director;
Whether the Related Party Transaction would present a conflict of interest for any Director or KMP of the Company, taking into account the size of the transaction, the overall interest of the Director, KMP or other Related Party, the direct or indirect nature of the Director’s, KMP’s or other Related Party’s interest in the transaction and the ongoing nature of any proposed relationship and any other factors the Board/ Audit Committee deem fit to consider.
d) The agenda of the Board meeting at which resolution is proposed to be moved shall disclose:
including the value if any;
(iv) Any advance paid or received for the contact or arrangement, if any;
(v) The manner of determining pricing and other commercial terms, both included as part of contact and not considered as part of the contact;
(vi) Whether all factors relevant to the contract have been considered, if not, the details of factors not considered with the rationale for not considering those factors; and
(vii) Any other information relevant or important for the
Board to take a decision on the proposed transaction
The Company will disclose the Policy on dealing with RPT’s on its website www.zenlabsindia.com and provide a weblink thereto in the Annual Report.
Going forward, the Audit Committee would review and amend the Policy, as and when required, subject to the approval of the Board. The Board may also establish further rules and procedures, from time to time, to give effect to this Policy.
Whistle Blower Policy
Section 177 (9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014 and as per regulation 22 of SEBI (LODR) Regulation, 2015, mandates the Company to constitute a vigil mechanism called the ‘Whistle Blower Policy’ for Whistle Blower to report concerns about illegal or unethical practices, unethical behaviour, actual or suspected, fraud or violation of the Company’s code of conduct or ethics policy.
“Act” means the Companies Act, 2013
“Audit Committee” means Committee constituted by the Board of Directors of the Company in accordance with section 177 of the Companies Act, 2013 and as per regulation 22 of SEBI (LODR) Regulation, 2015.
“Company” means Zenlabs Ethica Limited (Formerly known as Neelkanth Technologies Limited) its associate Companies, if any.
“Designated Officer” means Company Secretary of the Company.
“Employee” means every employee of the Company (whether working in India or abroad),.
“Policy” means the Whistle Blower Policy.
“Protected Disclosure(s) means any communication made in good faith that discloses or demonstrates information that may evidence any Wrongful Act
“Rules” means the Companies (Meeting of Board and its Powers) Rules, 2014.
“Whistle Blower” means stakeholder(s) (including directors of the Company, individual employee(s) & their representative bodies, vendors and suppliers) who makes a Protected Disclosure under this Policy.
“Whistle Blower Committee” means committee constituted by the Company consisting of at least three members viz: Managing Director, Chief Financial Officer and HR-Head.
Wrongful Act” means any illegal or unethical practice, unethical behaviour, actual or
suspected, fraud or violation of the Company’s code of conduct or ethics policy
“Exceptional Circumstances/ Exceptional Nature” The Protected Disclosure that is against the member(s) of the Whistle Blower Committee, the Designated Officer or employees and officers of the Company who occupy designations that are superior/ senior to that of the Designated Officer/ members of the Whistle Blower Committee.
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 Whistle Blowers who have concerns about illegal or unethical practices, unethical behaviour, actual or suspected, fraud or violation of the Company’s code of conduct or ethics policy to come forward and express these concerns without fear of punishment or unfair treatment. The Vigil (Whistle Blower) mechanism provides a channel to the Whistle Blower to report to the Audit Committee concerns about illegal or unethical practices, unethical behaviour, actual or suspected, fraud or violation of the Company’s code of conduct or ethics policy. The mechanism provides for adequate safeguards against victimization of a Whistle Blower to avail of the mechanism and also provide for direct access to the Chairman of Audit Committee for the purpose in exceptional cases.
This Policy does not absolve Whistle Blowers from their duty of confidentiality in the course of their work nor does it permit them to raise malicious or unfounded allegations arising out of a personal situation
All stakeholders (including directors, individual employee(s) & their representative bodies,
vendors and suppliers) are eligible to make Protected Disclosures under this Policy.
This Policy is adopted by Board of Directors in their Meeting held on December 8, 2015.
The Whistle Blower may report or raise any concern which he/ she believe is Wrongful Act. Any allegation which falls within the scope of the Policy will be seriously considered and investigated.
These concerns would include but are not restricted to:-
Ø Financial malpractice;
Ø Failure to comply with applicable legal requirements or Company policy;
Ø Improper conduct or unethical behaviour, including breach of the Company’s code of
conduct, business integrity or ethics;
Ø Attempts to conceal any material facts or misrepresentation;
Ø Negligence causing substantial and specific danger to public health, safety or environment;
Ø Any unlawful act whether criminal/civil;
Ø Colluding with third parties/associates to exploit or cause harm to the company; and
Ø Breach of terms and conditions of employment and rules thereof;
Ø Manipulation of company data/ records;
Ø Unauthorized use, access or disclosure of confidential/proprietary information;
Ø Abuse of authority;
Ø Misappropriation or authorised use of Company Funds/assets.
Whistle Blower should not act on his/ her own in conducting any investigative activities, nor he/ she has a right to participate in any investigative activity other than as requested by the Whistle Blower Committee, Chairman of the Audit Committee or the investigators..
The contact details of the Designated Officer are:
E-mail ID - ?????????????????????????????????
(b) Protected Disclosures should be reported through email to Designated Officer and only through letter in writing to Chairman of Audit Committee, as the case may be. It should either be typed or written in a legible handwriting in English, Hindi or in the regional language of the Whistle Blower, so as to ensure a clear understanding of the issues raised.
(c) The Whistle Blower should endeavour to make the Protected Disclosure, as soon as possible, after the Whistle Blower becomes aware of the illegal or unethical practices, unethical behaviour, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy.
(d) The Protected Disclosure should be submitted under a covering letter signed by the Whistle Blower in a closed and secured envelope and should be superscribed as “Protected Disclosure under the Whistle Blower Policy/ Vigil Mechanism” or sent through email with the subject “Protected Disclosure under the Whistle Blower Policy/ Vigil Mechanism”. If the Protected Disclosure is not superscribed and closed as mentioned above, the Protected Disclosure will be dealt with as if it is a normal disclosure
(e) If a Protected Disclosure is received by any executive of the Company other than Designated Officer or Chairman of the Audit Committee, the same should be forwarded to the Designated Officer or Chairman of the Audit Committee for further appropriate action. Appropriate care must be taken to keep the identity of the Whistle Blower confidential.
(f) The covering letter should disclose the name and address of the Whistle Blower.
(g) In order to protect the identity of the Whistle Blower, the Designated Officer/ Chairman of the Audit Committee will not issue any acknowledgement to the Whistle Blower and Whistle Blower is advised not to write his/ her name/ address on the envelope nor enter
into any further correspondence with the Designated Officer or Chairman of the Audit
(h) Anonymous disclosures may also be entertained in the manner set out in Paragraph 10 below.
(i) The Protected Disclosure shall contain factual details and should not be 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.
(j) After receipt of the Protected Disclosure by the Designated Officer, he/ she shall forward the Disclosure received to the Whistle Blower Committee. At least two members shall form the quorum of the Whistle Blower Committee.
(k) On receipt of a Protected Disclosure, the Whistle Blower Committee or the Chairman of the Audit Committee or any person authorised by the Chairman of the Audit Committee on his behalf, as the case may be, shall detach the covering letter bearing the identity of the Whistle Blower and process only the Protected Disclosure.
(l) All Protected Disclosures should be addressed to the Designated Officer, or to the Chairman of the Audit Committee in Exceptional Circumstances. In the event the Designated Officer or the Whistle Blower Committee is of the opinion that the Protected Disclosure is of an Exceptional Nature, the Designated Officer or the Whistle Blower Committee may forward the Protected Disclosure to the Chairman of the Audit Committee for further action.
(a) All Protected Disclosures under this Policy will be recorded and thoroughly investigated.
The Whistle Blower Committee will be responsible for the investigation of Protected Disclosures made to them and the Chairman of the Audit Committee or any person or persons authorised by Chairman shall be responsible for the investigation of the Protected Disclosures made to the Chairman of the Audit Committee.
(b) The Whistle Blower Committee/ Chairman of the Audit Committee will carry out an investigation either himself/herself or may authorise any other Officer of the Company/ committee constituted for the same or an outside person(s) or an outside agency.
Investigations will be launched after a preliminary review, which establishes that the alleged act constitutes illegal or unethical practices, unethical behaviour, actual or suspected, fraud or violation of the Company’s code of conduct or ethics policy.
(c) Delinquents will normally be informed of the allegations at the outset of a formal investigation and have opportunities for providing their inputs during the investigation.
(d) The identity of the delinquent and the Whistle Blowers shall be kept confidential by the persons involved in the investigation, to the extent possible, subject to applicable laws
(e) The Chairman of the Audit Committee or the Whistle Blower Committee or any person(s) / agency authorised by them, as the case may be, may call for further
information or particulars from the Whistle Blower, the delinquent or any other person if it deems appropriate
(f) Based on the investigation conducted, a report on the Protected Disclosure, which establishes the culpability or lack thereof of the delinquent shall be prepared by the Whistle Blower Committee or the Chairman of the Audit Committee or the person(s) / agency conducting the investigation, as the case may be. The investigation shall be completed and the report shall be prepared within 60 days of the receipt of the Protected Disclosure. The Audit Committee may at its discretion extend this time period.
(g) The Whistle Blower Committee or the Chairman of the Audit Committee or any person(s)/ agency authorised by Whistle Blower Committee/ the Chairman of the Audit Committee shall make a written record of the Protected Disclosure. The record shall include facts of the matter, comparative with previous complaints and outcomes, recommended disciplinary action etc
(h) Unless there are compelling reasons not to do so, delinquents will be given the opportunity to respond to material findings contained in an investigation report. The investigation by itself would not tantamount to an accusation and is to be treated as a neutral fact finding process
(i) Any member of the Audit Committee or the Whistle Blower Committee or other officer having any conflict of interest in relation to a Protected Disclosure shall disclose his/her concern /interest forthwith and shall not deal with the Protected Disclosure.
(j) The delinquent and directors, other employees and stakeholders, vendor, supplier shall co-operate with the investigation.
(k) The delinquent shall not interfere with the investigation. Further, no evidence shall be withheld, destroyed or tampered and no witnesses shall be influenced, tutored, threatened or intimidated by the delinquent or any other person, prior to or during or after the investigation.
(a) Any disciplinary or corrective action initiated against the delinquent 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) A quarterly report with number of complaints received under this Policy and their outcome shall be placed before the Audit Committee and the Board.
(a) 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 Blower against any unfair practice including but not limited to retaliation, threat or intimidation of termination/suspension of service, disciplinary action, transfer, demotion, refusal of promotion or any direct or indirect use of authority to obstruct the Whistle Blower’s right to continue to perform his duties/ functions including
making further disclosure. The Company will take steps to minimize difficulties, which the Whistle Blower may experience as a result of making the Disclosure.
(b) The identity of the Whistle Blower shall be kept confidential to the extent possible and permitted under law. Any Employee assisting in the said investigation shall also be protected to the same extent as the Whistle Blower.
(c) The Whistle Blower, the Chairman of the Audit Committee or any person(s) / agency authorised by Chairman of the Audit Committee, the Whistle Blower Committee , the Designated Officer, the investigator and everyone involved in the process shall:
(i) maintain complete confidentiality/ secrecy of the matter;
(ii) not discuss the matter in any informal/social gatherings/ meetings;
(iii)discuss only to the extent or with the persons required for the purpose of completing the process and investigation;
(iv)not keep the papers relating to Protected Disclosure or the investigation unattended anywhere at any time;
(v) keep the electronic mails/files under password;
(vi)if anyone is found not complying with the above, he/ she shall be held liable for disciplinary action;
(d) If a Whistle Blower faces any retaliatory action or threat as a result of making a Protected Disclosure he/ she may immediately write to the Chairman of the Audit Committee who will recommend appropriate steps to protect the Whistle Blower from such retaliatory action and ensure implementation of such steps for the protection of the Whistle Blower.
This Policy encourages a Whistle Blower to put his / her name to allegations. However, a Whistle Blower may raise concerns anonymously. Concerns expressed anonymously may be evaluated by the Whistle Blower Committee or the Audit Committee for investigation at its discretion. In exercising this discretion, the factors to be taken into account will include:
Ø The seriousness of the issues raised;
Ø The credibility of the concern; and
Ø The likelihood of confirming the allegation from attributable sources.
(a) In making a Disclosure, the Whistle Blower should exercise due care to ensure the accuracy of the information. If stakeholders (including directors, individual Employee(s) & their representative bodies, vendor and supplier) makes an allegation in good faith, which is not confirmed by subsequent investigation, no action will be taken against that individual. If however, a Whistle Blower makes malicious or vexatious allegations, and particularly if he or she persists with making them despite the outcome of the investigation, the Audit Committee may recommend action against the Whistle Blower.
(b) Whistle Blowers, who make three or more Protected Disclosures, which have been subsequently found to be mala fide, frivolous, baseless, malicious, or reported
otherwise than in good faith, will be disqualified from reporting further Protected Disclosures under this Policy. In respect of such Whistle Blowers, the Company/Audit Committee would reserve its right to take/recommend appropriate disciplinary action.
The obligations of the Whistle Blowers shall include the following:
(a) Promptly reporting any illegal or unethical practices, unethical behaviour, actual or suspected, fraud or violation of the Company’s code of conduct or ethics policy in time. Delay in reporting may lead to loss of evidence and also financial loss for the Company.
(b) Although they are not required to provide proof, the Whistle Blowers must have sufficient cause for concern and submit evidence, to which they may have access, when called for.
(c) Avoid anonymity when raising a concern.
(d) Follow the procedures prescribed in this Policy for making a Disclosure. (e) Co-operate with investigators in maintaining full confidentiality
All Disclosures in writing as well as all documents related to any investigation and the results of the investigation relating thereto shall be retained for a period of 7 years.
The details of establishment of such mechanism shall be disclosed by the Company on its
website and in the Board’s report.
The Board shall review the Policy from time to time based on the changing needs and make suitable modifications as may be necessary. The Company reserves its right to amend or modify this Policy in whole or in part, at any time without assigning any reason whatsoever.
In case of any amendment(s), clarification(s), circular(s) etc. issued by the relevant authorities, not being consistent with the provisions laid down under this Policy, then such amendment(s), clarification(s), circular(s) etc. shall prevail upon the provisions hereunder and this Policy shall stand amended accordingly from the effective date as laid down under such amendment(s), clarification(s), circular(s) etc.
Date: 8th December, 2015
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