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Vigil mechanism - Pennar Industries Limited

(Pursuant to the Section 177 of the Companies Act, 2013)

1. Preamble

The Company has adopted the Code of Ethics & Business Conduct, which lays down the principles and standards that should govern the actions of the Company and its employees. Any actual or potential violation of the Code, howsoever insignificant or perceived as such, would be a matter of serious concern for the Company. The role of the employees in pointing out such violations of the Code cannot be undermined. Accordingly, this Vigil Policy (“the Policy”) has been formulated with a view to provide a mechanism for employees of the Company to raise concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc.

2. Objectives

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. This policy aims to provide an avenue for employees to raise concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc.

3. Purpose

The Vigil policy intends to cover serious concerns that could have grave impact on the operationsand performance of the business of the Company.The policy neither releases employees from their duty of confidentiality in the course of theirwork, nor is it a route for taking up a grievance about a personal situation.

4. Scope and Applicability

All directors, officers and employees of M/s. Pennar Industries Limited (PIL) and its subsidiaries are eligible to make ProtectedDisclosures under the Policy.

The Policy covers malpractices and events which have taken place/ suspected to take placeinvolving:

  • a) Abuse of authority
  • b) Breach of contract
  • c) Negligence causing substantial and specific danger to public health and safety
  • d) Manipulation of company data/records
  • e) Financial irregularities, including fraud or suspected fraud or Deficiencies in Internal Controland check or deliberate error in preparations of Financial Statements or Misrepresentation offinancial reports.
  • f) Any unlawful act whether Criminal/ Civil
  • g) Pilferation of confidential/propriety information
  • h) Deliberate violation of law/regulation
  • i) Wastage/misappropriation of company funds/assets
  • j) Breach of Company Policy or failure to implement or comply with any approved Company Policy
  • k) Policy should not be used in place of the Company grievance procedures or be a route for raisingmalicious or unfounded allegations against colleagues.

5. Definitions

5.1 “Audit Committee”: means the Audit Committee constituted pursuant to the provisions ofthe Section 177(1) of the Companies Act, 2013.

5.2 “Company” means, “M/s. PennarIndistries Limited”

5.3 “Disciplinary Action” means any action that can be taken on the completion of /during theinvestigation proceedings including but not limiting to a warning, imposition of fine,suspension from official duties or any such action as is deemed to be fit considering thegravity of the matter.

5.4 “Ethical Behavior”: Being in accordance with the accepted principles of right and wrong ofthat govern the conduct of a profession including but not restricted to financial improprietyand accounting malpractices.

5.5 “Good Faith”: An employee shall be deemed to be communicating in good faith if thereis a reasonable basis for communication of unethical and improper practices or any otheralleged wrongful conduct. Good Faith shall be deemed lacking when the employee does nothave personal knowledge on a factual basis for the communication or where the employeeknew or reasonably should have known that the communication about the unethical andimproper practices or alleged wrongful conduct is malicious, false or frivolous.

5.6 “Nodal Officer or Investigation Committee”: means an officer or Committee of personswho is/are nominated/ appointed to conduct detailed investigation of the disclosure receivedfrom the Vigil blower and recommend disciplinary action. Presently, Nodal Officer of theCompany is Mr. Aditya Rao, Managing Director. The Committee, if appointed, should include Senior Level Officersof HR, Internal Audit / Finance and a representative of the Division/ Department where thealleged malpractice has occurred.

5.7 “Policy”: means, vigil policy

5.8 “Professional Behavior”: Exhibiting a courteous, conscientious and generally businesslikemanner at the workplace that strives to maintain a positive regard to others while avoidingexcessive display of the deep feeling.

5.9 “Protected Disclosure”: The reporting of any such unethical activity or violation to theCommittee by a Vigil blower as defined above made in good faith would constitute aprotected disclosure.

5.10 “Subject Employee”: means an employee against or in relation to whom a protecteddisclosure is made under this policy.

5.11 Unethical Alleged Activities shall mean and include the following:

  • Violation of any law or regulations, policies including but not limited to corruption,bribery,Theft, fraud, coercion and willful omission.
  • Rebating of Commission/benefit or conflict of interest.
  • Procurement frauds.
  • Mismanagement, Gross wastage or misappropriation of company funds/assets.
  • Manipulation of Company data/records.
  • Misappropriating cash/company assets;
  • Providing any confidential or proprietary information related to any stream (forexample R&D, Finance, Marketing, IT, Supply Chain, Human Resources and farmersor Customers/Vendors relation etc).
  • Unofficial use of Company’s property/human assets.
  • Activities violating the Company policies. (Including Code of Conduct)
  • A substantial and specific danger to public health and safety.
  • An abuse of authority or fraud
  • An act of discrimination.

The above list is illustrative and should not be considered as exhaustive.

5.12 “Vigil blower”: An employee who exposes or makes a disclosure of the unethical andimproper practices within an organization in the hope of stopping it.

6. Reporting Allegations of Unethical Activities:

The procedure for reporting and dealing with disclosures is given in annexure 1.

7. Procedure to Investigate Alleged Unethical Activities:

The following investigation process shall be adhered to in case the compliant or protected disclosure isfiled:

  • 7.1 The Nodal Officer in consultation with Executive Chairman will determine whether the concern or complaintactually pertains to a compliance or ethical violation through majority within 10 business daysof receipt of the complaint.
  • 7.2 If the Nodal Officer decides that the complaint is not valid, the rationale for the decision shallbe communicated to the complainant.
  • 7.3 If the Nodal Officer determines that the complaint is a valid compliance violation, anInvestigation Committee (identified by the Audit Committee) shall investigate the allegedviolation.
  • 7.4 Investigation Committee shall file a report of the findings to the Audit Committee along withany supporting evidence.
  • 7.5 The Investigation Committee will take all reasonable efforts to ensure that the investigationprocess is completed within 30 days from the day of the receipt of complaint. If not, it shalljustify the need for extension to the Audit Committee.
  • 7.6 The Audit Committee will make a decision based on the findings reported by the Investigation committee.
  • 7.7 Prompt, appropriate and corrective action will be taken by the Audit Committee against theaccused.
  • 7.8 It is the discretion of the Audit committee to inform the decision/action taken on thecomplainant.

8. Documentation and Reporting
  • 8.1 The investigation report will be filed in the format attached in Annexure - II.
  • 8.2 All documentation pertaining to the complaint including but not restricted to the investigationreport, corrective action taken and evidence will be maintained for a period of 3 years by theNodal Officer.
  • 8.3 All complaints received will be kept confidential and will be shared only on a ‘Need toKnow’ basis.
  • 8.4 The Nodal Officer shall submit a report to the Audit Committee on a quarterly basis whichincludes number of complaints received, accepted and status of pending complaints.

9. Roles and Responsibilities
  • 9.1. Roles and Responsibility of Vigil blower:
  • 9.1.1. Vigil blowers provide initial information related to a reasonable belief that an unethicalactivity has occurred.
  • 9.1.2. Vigil blower must provide all factual corroborating evidence, as is available/possible, toenable commencement of an investigation. An investigation will not be undertaken withoutverifiable support.
  • 9.1.3. Vigil blowers have a responsibility to be candid with the Nodal Officer and Investigationcommittee. The person should be prepared to be interviewed by the Investigation Committee.
  • 9.1.5. The Vigil blowers will not be immune to disciplinary action if he is found guilty of or is aparty to the allegations.

9.2 Roles and Responsibility Investigation Participant
  • 9.2.1. All employees who are interviewed, asked to provide information or otherwise participate inan investigation have a duty to fully cooperate with the investigators.
  • 9.2.2. Participants should refrain from discussing or disclosing the investigation or their testimonywith anyone not connected to the investigation. In no case should the participant discuss withthe investigation subject the nature of evidence requested or provided or testimony given toinvestigators unless agreed to by the investigators.
  • 9.2.3. Requests for confidentiality by participants will be honored to the extent possible within thelegitimate needs of law and the investigation.
  • 9.2.4. Participants are entitled to protection from retaliation for having participated in aninvestigation.

10. Vigil blower Protection
  • 10.1. The identity of the Vigil Blower, subject employee and any other Employee assisting theinquiry/ investigation, shall be kept confidential at all times, except during the course of anylegal proceedings, where a disclosure/statement is required to be filed.
  • 10.2. The PIL, as apolicy, strongly condemns any kind of discrimination, harassment or any otherunfair employment practice being adopted against the Vigil blowers for disclosures made underthis policy. No unfair treatment shall be vetted out towards the Vigil Blower by virtue of his/herhaving reported a disclosure under this policy and the Company shall ensure that full protectionhas been granted to him/her against:
  • 10.2.1. Unfair employment practices like retaliation, threat or intimidation oftermination/suspension of services, etc.
  • 10.2.2. Disciplinary action including transfer, demotion, refusal of promotion, etc.
  • 10.2.3. Direct or indirect abuse of authority to obstruct the Vigil blower’s right to continueperformance of his duties/functions during routine daily operations, including makingfurther disclosures under this policy. However, action will be taken against Vigil blowersmaking baseless allegations.

11. Disciplinary Action when allegations are proved:
  • 11.1 In case the Protected Disclosure is proved, as per the findings of the Committee, Disciplinary actionmay be taken up to and including termination and also ensure preventive measures to avoid reoccurrenceof the matter.
  • 11.2 In case the Protected Disclosure is not proved, the matter shall beextinguished.
  • 11.3 During the investigation period or at any time thereafter, if any employee is found to be(a) retaliating against the complainant; (b) coaching witnesses; or (c) tampering with evidence, then itwould lead to severe disciplinary action including termination of employment.
  • 11.4In exceptional cases, where the Vigil Blower is not satisfied with the outcome of the investigation andthe decision, he or she can make a direct appeal to the Chairman of the Audit Committee.

12. Action on false information/complaints given

An employee, who knowingly makes false allegations of unethical & improper practices or allegedwrongful conduct, shall be subject to disciplinary action, up to and including termination ofemployment, in accordance with Company rules, policies and procedures. Further, this policy maynot be used as a defense by an employee against whom an adverse personnel action has been takenindependent of any disclosure of information by him and for legitimate reasons or cause underCompany rules and policies.

13. Amendments to this policy

This policy may be amended or modified at any time for the time being in force in consultation withthe Audit Committee.

Annexure I

  • How should a Disclosure be made and to whom?

    A Disclosure should be made in writing. Letters can be submitted by hand-delivery, courier or by postaddressed to the Nodal Officer appointed by the Company. E-Mails can be sent to the email

    Whilst, a disclosure should normally be submitted to the Nodal Officer, itmay also be submitted directly to the Chairman of the Audit Committee, when the Vigil blower feelsit necessary under the circumstances.However, disclosures against any senior level employees should be sent directly to the Chairman of the Company.

  • Is there any specific format for submitting the Disclosure?

    While there is no specific format for submitting a Disclosure, the following details MUST bementioned:

    (a) Name, address and contact details of the Vigil blower (add Employee ID if the Vigil blower is anemployee).

    (b) Brief description of the Malpractice, giving the names of those alleged to have committed or aboutto commit a Malpractice. Specific details such as time and place of occurrence are also important.

    (c) In case of letters, the disclosure should be sealed in an envelope marked “Vigil Blower” andaddressed to the Nodal Officer OR Chairman, depending on position of the person against whomdisclosure is made.

  • What will happen after the Disclosure is submitted?

    (a) The Nodal Officer shall acknowledge receipt of the Disclosure as soon as practical (preferablywithin 07 days of receipt of a Disclosure), where the Vigil blower has provided his/her contact details.

    (b) The Nodal Officer will proceed to determine whether the allegations (assuming them to be trueonly for the purpose of this determination) made in the Disclosure constitute a Malpractice bydiscussing with the Chairman.


Investigation Report


The Chairman

Audit Committee

1. Nature of Complaint received:

2. Background:

Brief paragraph to set scene i.e. individuals involved, working arrangements etc.

3. Outline process:

Describe actions taken to investigate.

4. Employee(s) Response:

Explanation given.

5. Supplementary Evidences:

Brief details of any witness statement(s) or corroborative evidence (if available).

6. Findings and Evaluation:

Identify whether the investigation has revealed evidence of misconduct. If so, identify the allegedmisconduct (i.e. what rules or standards relating to his/her employment are the employee isalleged to have broken?). The investigating officer should not come to a conclusion about whetheror not the employee has actually committed the alleged offence. This is for the hearing officer todetermine (if it is decided the case should progress to hearing) after a full hearing of all theevidence, including the employee’s response to the allegations.

7. Appendices:

Include all information relevant to the investigation (i.e. witness statements and copies of anyrelevant documentation)

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