- Section 177 of the Companies Act, 2013 (hereinafter referred as Act) requires every 1) listed company 2) The Company which accepts deposits from public and 3) The Company which have borrowed money from banks and financial institutions in excess of Rs.fifty crore (50) rupees to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed. Such a vigil mechanism shall provide for adequate safeguards against victimization of persons who use such mechanism and also make provision for direct access to the Director of the Company nominated by the Board of Directors of the
- Meril Life Sciences Private Limited (hereinafter referred as the Company or Meril) has borrowing in excess of Rs.50 crore therefore the provisions of section 177 of the Act read with Companies (Meeting of Board and Powers) Rule,2014 (herein after referred as Rules) are applicable to the Company.
- Though as per the provisions of above stated section and rules, Company is require to establish Whistle Blower (vigil) mechanism for its directors and employees, the Company voluntarily desires to extend this mechanism to its stakeholders i.e. Directors, employees and its customers as defined in hereinafter.
- As per the Rules, Audit Committee of the Company shall oversee the vigil mechanism through committee and in case Company does not have Audit Committee, Board of Director of the Company shall nominate a director to play the role of Audit Committee. The Meril does not have Audit Committee, therefore Mr. Nanubhai Bambharolia, Director of the Company or any such director as may be nominated by the Board from time to time (hereinafter referred as Whistle and Ethics Officer) shall play role of the Audit
- Under these circumstances, Meril being a responsible corporate proposes to establish a Whistle Blower Policy/ Vigil Mechanism and to formulate a policy for the same.
2. POLICY 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. A Vigil (Whistle Blower) mechanism provides a channel to the employees, directors and other stakeholders to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of conduct or policy. The mechanism provides for adequate safeguards against victimization of employees, Directors and other stakeholder to avail of the mechanism and also provide for direct access to the Whistle and Ethics Officer of the Company who shall oversee vigil mechanism of the company.
- This neither releases employees and other stakeholders cover under this policy 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 against people in authority and / or colleagues in general.
3. SCOPE OF THE POLICY
- This Policy covers malpractices and events which have taken place / suspected to have taken place, misuse or abuse of authority, fraud or suspected fraud, violation of company rules, manipulations, negligence causing danger to public health and safety, misappropriation of monies, and other matters or activity on account of which the interest of the Company is affected and formally reported by whistle blowers concerning its employees / directors.
4.1 The policy covers all directors, it employees as defined in clause no. 5.6 hereinafter and its customers as defined in 5.5 hereinafter.
- “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”.
- “Board” means the Board of Directors of the Company
- “Company” means the Meril Life Sciences Private Limited and all its factory and offices.
- “Code” means Code of Conduct for Directors and employees by the Company.
- “Customer” means a legal entity from which the Company do business by way of purchase and sales of goods or avail the services (contractor / consultant etc).
- “Employee” means all the present employees, Directors of the Company (Whether working in India or abroad) and includes contract employees, fixed term employment, temporary, contract workmen and trainees.
- “Nodal Officer” means an officer appointed to receive protected disclosures from whistle blowers, maintaining records thereof, placing the same before the Whistle and Ethics Officer, of the Company for its disposal and informing the Whistle Blower the result thereof.
- “Protected Disclosure” means a concern raised by an employee or group of employees or its customer/s of the Company, through a written communication and made in good faith which discloses or demonstrates information about an unethical or improper activity under the title “SCOPE OF THE POLICY” with respect to the Company. It should be factual and not speculative or in the 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.
- “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.
- “Whistle Blower” is an employee or group of employees, customer or group of customers who make a Protected Disclosure under this Policy and also referred in this policy as complainant.
- “Whistle and Ethics Officer” means a Director of the Company nominated by the Board to oversee the vigil mechanism of the Company due to non existence of Audit Committee, to conduct the detailed investigation, disposal of complaint and to report the Board of the Company if require so.
All Directors, Employees and the Customers of the Company are eligible to make Protected Disclosures under the Policy in relation to matters concerning the Company.
7. RECEIPT AND DISPOSAL OF PROTECTED 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, Hindi or in Gujarati.
- 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”. Alternatively, the same can also be 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, it will not be possible for the Nodal officer and Whistle and Ethics Officer 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 Nodal officer will not issue any acknowledgement to the complainants and they are advised neither to write their name / address on the envelope nor enter into any further correspondence with the Nodal officer unless and until it is necessary to do so. The Nodal 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 Nodal officer.
- The Protected Disclosure should be forwarded under a covering letter signed by the complainant. The Nodal officer 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 Nodal officer of the Company or to the Whistle and Ethics Officer in exceptional The contact details of the Nodal officer are as under:-
Name and Address –
Mr. Hemchandra Panjikar,
Head Group HR,
Email- [email protected]
- Protected Disclosure against the Nodal officer should be addressed directly to Whistle and Ethics Officer and the Protected Disclosure against Mr. Nanubhai Bambharoila should be addressed to the Chairman of the Board
The contact detail of the Mr.Nanubhai Bambharoila is as under:
Mr. Nanubhai Bambharolia,
Email: [email protected]
Name and Address of Chairman
Muktanand Marg, Chala, Vapi
Email- [email protected]
- On receipt of the protected disclosure the Nodal officer, 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 shall also carry out initial investigation either himself or by involving any other Officer of the Company or an outside agency before referring the matter to the Whistle and Ethics Officer for further appropriate investigation and needful action.
The record will include:
- Brief facts;
- Whether the same Protected Disclosure was raised previously by anyone, and if so, the outcome thereof;
- Whether the same Protected Disclosure was raised previously on the same subject;
- Details of actions taken by Nodal Officer / Vigilance and Ethics Officer for processing the complaint
- Findings of the Vigilance and Ethics Officer
- The recommendations of the Board if any.
- All protected disclosures under this policy will be recorded and thoroughly investigated. The Vigilance and Ethics Officer 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.
- The decision to conduct an investigation is by itself not an accusation and is to be treated as a neutral fact finding process..
- 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.
- Subject(s) shall have a duty to co-operate with the Nodal Officer / Vigilance and Ethics Officer or any of the Officers appointed by it in this regard.
- Subject(s) have a right to consult with a person or persons of their choice, other than the Vigilance and Ethics Officer / Investigators and/or the Whistle Blower.
- 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).
- Unless there are compelling reasons not to do so, subject(s) will be given the opportunity to respond to material findings contained in the investigation report. No allegation of wrong doing against a subject(s) shall be considered as maintainable unless there is good evidence in support of the allegation.
- Subject(s) have a right to be informed of the outcome of the investigations. If allegations are not sustained, the Subject should be consulted as to whether public disclosure of the investigation results would be in the best interest of the Subject and the Company.
- The investigation shall be completed normally within 90 days of the receipt of the protected disclosure and is extendable by such period as the Vigilance and Ethics Officer deems fits.
9. DECISION AND REPORTING
- If an investigation leads the Whistle and Ethics Officer / Chairman of the Board to conclude that an improper or unethical act has been committed, the Vigilance and Ethics Officer / Chairman of the Board shall recommend to the management of the Company to take such disciplinary or corrective action as he 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.
- The Whistle and Ethics Officer shall submit a report to the Board on a regular basis about all Protected Disclosures referred to him/her since the last report together with the results of investigations, if any.
- If the report of investigation is not to the satisfaction of the complainant, the complainant has the right to report the event to the appropriate legal or investigating agency.
- A complainant who makes false allegations of unethical & improper practices or about alleged wrongful conduct of the subject to the Whistle and Ethics Officer, shall be subject to appropriate disciplinary action in accordance with the rules, procedures and policies of the Company.
10. SECRECY / CONFIDENTIALITY
The complainant, Nodal Officer, Whistle and Ethics Officer, Chairman of Board, the Subject and everybody (including internal / external investigator) involved in the process shall:
- Maintain confidentiality of all matters under this Policy
- Discuss only to the extent or with those persons as required under this policy for completing the process of investigations.
- Not keep the papers unattended anywhere at any time.
- Keep the electronic mails / files under password.
- No unfair treatment will be meted out to a Whistle Blower by virtue of his/ her having reported a Protected Disclosure under this policy. The company, as a policy, condemns any kind of discrimination, harassment, victimization or any other unfair employment practice being adopted against Whistle Blowers. Complete protection will, therefore, be given to Whistle Blowers against any unfair practice like retaliation, threat or intimidation of termination / suspension of service, disciplinary action, transfer, demotion, refusal of promotion or the like including any direct or indirect use of authority to obstruct the Whistle Blower’s right to continue to perform his duties / functions including making further Protected Disclosure. The company will take steps to minimize difficulties, which the Whistle Blower may experience as a result of making the Protected Disclosure. Thus if the Whistle Blower is required to give evidence in criminal or disciplinary proceedings, the Company will arrange for the Whistle Blower to receive advice about the procedure, etc.
- A Whistle Blower may report any violation of the above clause to the Whistle and Ethics Officer, who shall investigate into the same and recommend suitable action to the management.
- The identity of the Whistle Blower shall be kept confidential to the extent possible and permitted under 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. In the event of the identity of the complainant being disclosed, the Whistle and Ethics Officer is authorized to initiate appropriate action as per extant regulations against the person or agency making such disclosure. The identity of the Whistle Blower, if known, shall remain confidential to those persons directly involved in applying this policy, unless the issue requires investigation by law enforcement agencies, in which case members of the organization are subject to subpoena.
- Any other Employee assisting in the said investigation shall also be protected to the same extent as the Whistle Blower.
- Provided however that the complainant before making a complaint has reasonable belief that an issue exists and he /she has acted in good faith. Any complaint not made in good faith as assessed as such by the Nodal Officer / Whistle and Ethics Officer shall be viewed seriously and the complainant shall be subject to disciplinary action as per the Rules / certified standing orders of the Company. This policy does not protect an employee from an adverse action taken independent of his disclosure of unethical and improper practice etc. unrelated to a disclosure made pursuant to this policy.
12. ACCESS TO THE WHISTLE AND ETHICS OFFICER
- The Whistle Blower shall have right to access Whistle and Ethics Officer directly in exceptional cases and the Whistle and Ethics Officer is authorized to prescribe suitable directions in this regard.
- Employees shall be informed through by publishing in notice board and / or at the time of his/her joining.
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 Whistle and Ethics Officer shall be responsible for the administration, interpretation, application and review of this policy. The Whistle and Ethics Officer also shall be empowered to bring about necessary changes to this Policy, if required at any stage with the concurrence of the Board.
- 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 by publishing in notice board.