VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Companies Act, 2013 mandates every listed company and such other class of companies, as may be prescribed, to establish a vigil mechanism for 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 Personnel (“the Code”), which lays down the principles and standards that should govern the actions of the Company, its directors and employees. Any actual or potential violation of the Code, howsoever insignificant or perceived as such, is a matter of serious concern for the Company.
Section 177 of the Companies Act, 2013 requires every listed company and such class or classes of companies, as may be prescribed to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed.
Section 177 (9) of the Companies Act, 2013 mandates the following classes of companies to constitute a vigil mechanism –
Ø Every listed company;
Ø Every other company which accepts deposits from the public;
Ø Every company which has borrowed money from banks and public financial institutions in excess of Rs. 50 crores.
Further, the amended Clause 49 of the Listing Agreement with Stock Exchanges also, inter alia, contains similar requirement for establishment of a Vigil Mechanism termed “Whistle Blower Policy” for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct or Ethics policy.
Section 177 (10) of the Companies Act, 2013 provides that the Vigil Mechanism/Whistle Blower Policy also needs to provide for adequate safeguards against victimisation of director(s)/employee(s) who avail of the Vigil Mechanism and to make provision for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases.
Considering the applicability of Section 177(9) of the Companies Act, 2013 and also Clause 49 of the Listing Agreement with Stock Exchanges, the Company has formulated this Vigil Mechanism/Whistle Blower Policy in compliance thereto.
The Company has adopted a Code of Conduct for Directors and Senior Management Personnel (“the Code”), which lays down the principles and standards that should govern the actions of the Directors and Senior Management Personnel.
In compliance of the above requirements, Zenith Exports Limited, being a Listed Company has established a Vigil (Whistle Blower) Mechanismand formulated a Policy in order to provide a framework for responsible and secure whistle blowing/vigil mechanism.
a. The Vigil (Whistle Blower) Mechanism aims to provide a channel to the Directors and employees to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Codes of Conduct or policy.
b. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, the Company encourages its employees who have genuine concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment.
c. The mechanism provides for adequate safeguards against victimization of Directors and employees to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases.
d. 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.
The definitions of some of the key terms used in this Policy are given below. Capitalised terms not defined herein shall have the meaning assigned to them under the Code.
“Associates” means and includes vendors, suppliers and others with whom the Company has any financial or commercial dealings.
“Audit Committee” means the Audit Committee of Directors constituted by the Board of Directors of the Company in accordance with Section 177 of the Companies Act, 2013 and read with Clause 49 of the Listing Agreement withthe Stock Exchanges.
“Director” means every Director of the Company, past or present.
“Code” means the The Code of Conduct for Directors and Senior Management Personnel adopted by the Company.
“Company” means Zenith Exports Limited.
“Employee” means every employee of the Company (whether working in India or abroad), including the directors in the employment of the Company.
“Protected Disclosure” means a written communication of a concern made in good faith, which discloses or demonstrates information that may evidence an unethical or improper activity under the title “SCOPE OF THE POLICY” with respect to the Company. It should be factual and not speculative and should contain as much specific information as possible to allow for proper assessment of the nature and extent of the concern.
“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.
“Vigilance Officer/Vigilance Committee or Committee” means a person or Committee of persons, nominated/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.
“Whistle Blower”meansa Director or employee who making a Protected Disclosure under this Policy and also referred in this policy as complainant.
The Policy is an extension of the Code of Conduct for Directors & Senior Management Personnel and covers disclosure of any unethical and improper or malpractices and events which have taken place/ suspected to take place involving:
1. Breach of the Company’s Code of Conduct
2. Breach of Business Integrity and Ethics
3. Breach of terms and conditions of employment and rules thereof
4. Intentional Financial irregularities, including fraud, or suspected fraud
5. Deliberate violation of laws/regulations including Insider Training
6. Gross or Wilful Negligence causing substantial and specific danger to health, safety and environment
7. Manipulation of company data/records
8. Pilferation of confidential/propriety information
9. Gross Wastage/misappropriation of Company funds/assets
To ensure that this Policy is adhered to, and to assure that the concern will be acted upon seriously, the Company will:
Ø Ensure that the Whistke Blower and/or the person processing the Protected Disclosure is not victimized for doing so;
Ø Treat victimization as a serious matter including initiating disciplinary action on such person (s);
Ø Ensure complete confidentiality;
Ø Not attempt to conceal evidence of the Protected Disclosure;
Ø Provide an opportunity of being heard to the persons involved especially to the subject.
All Directors and Employees of the Company are eligible to make Protected Disclosures under the Policy in relation to matters concerning the Company.
· All Protected Disclosures should be provided in writing by the complainant as soon as possible, not later than 30 days after the Whistle Blower becomes aware of the same.
· The Protected Disclosure should be submitted under a covering letter signed by the complainant in a closed and secured envelope and should be super scribed as “Protected disclosure under the Whistle Blower policy” or sent through email with the subject “Protected disclosure under the Whistle Blower policy”. If the complaint is not super scribed and closed as mentioned above, the protected disclosure will be dealt with as if a normal disclosure.
· All Protected Disclosures should be addressed to the Vigilance Officer of the Company or to the Chairman of the Audit Committee in exceptional cases.
The contact details of the Vigilance Officer are as under:-
Name and Address –
19, R. N. Mukherjee Road,
Kolkata 700 001
Chairman of Audit Committee:
19, R. N. Mukherjee Road,
In order to protect the identity of the complainant, the Vigilance Officer will not issue any acknowledgement to the complainants and they are not advised neither to write their name / address on the envelope nor enter into any further correspondence with the Vigilance Officer.
On receipt of the protected disclosure the Vigilance Officer shall detach the covering letter bearing the identity of the Whistle Blower and process only the Protected Disclosure.
All Protected Disclosures under this policy will be recorded and thoroughly investigated. The Vigilance Officer will carry out an investigation before referring the matter to the Audit Committee of the Company.
The Audit Committee, if deems fit, may call for further information or particulars from the complainant and at its discretion, consider involving any other/additional Officer of the Company and/or Committee and/ or an outside agency for the purpose of investigation.
The investigation by itself would not tantamount to an accusation and is to be treated as a neutral fact finding process.
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.
Any member of the Audit Committee or other officer having any conflict of interest with the matter shall disclose his/her concern /interest forthwith and shall not deal with the matter.
DECISION AND REPORTING
If an 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 of the Company to take such disciplinary or corrective action as it may deem fit.
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.
A quarterly report with number of complaints received under the Policy and their outcome shall be placed before the Audit Committee and the Board.
A complainant who makes false allegations of unethical & improper practices or about alleged wrongful conduct of the Subject to the Vigilance Officer or the Audit Committee shall be subject to appropriate disciplinary action in accordance with the rules, procedures and policies of the Company.
The complainant, Vigilance Officer, Members of Audit Committee, the Subject and everybody involved in the process shall,
Ø maintain confidentiality of all matters under this Policy,
Ø discuss only to the extent or with those persons as required under this policy for completing the process of investigations and keep the papers in safe custody.
Ø Not discuss the matter with any other person other than one required for enquiry/investigation into matter,
Ø Not keep the papers unattended anywhere at any time and
Ø Keep the electronic mails/files under password.
If any is found not complying with the above, he/she shall be held liable for such disciplinary action as is considered fit.
No unfair treatment will be meted out to a Whistle Blower by virtue of his/ her having reported a Protected Disclosure under this policy. Adequate safeguards against victimisation of complainants shall be provided. 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 law.
Any other employee assisting in the said investigation shall also be protected to the same extent as the Whistle Blower.
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 prosecuted.
ACCESS TO CHAIRMAN OF THE AUDIT COMMITTEE
The Whistle Blower shall have right to access Chairman of the Audit Committee directly in exceptional cases and the Chairman of the Audit Committee is authorized to prescribe suitable directions in this regard.
Directors and Employees shall be informed of the Policy by publishing on the notice board and the website of the Company.
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 5 (five) years or such other period as specified by any other law in force, whichever is more.
The Board reserves the right to amend or modify this Policy in whole or in part, at any time without assigning any reason whatsoever.