Vigil mechanism - Pennar Industries Limited(Pursuant to the Section 177 of the Companies Act, 2013)
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.
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.
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:
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:
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.
The procedure for reporting and dealing with disclosures is given in annexure 1.
The following investigation process shall be adhered to in case the compliant or protected disclosure isfiled:
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.
This policy may be amended or modified at any time for the time being in force in consultation withthe Audit Committee.
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 id:firstname.lastname@example.org.
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.
1. Nature of Complaint received:
Brief paragraph to set scene i.e. individuals involved, working arrangements etc.
3. Outline process:
Describe actions taken to investigate.
4. Employee(s) Response:
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.
Include all information relevant to the investigation (i.e. witness statements and copies of anyrelevant documentation)