
WHISTLE
BLOWER POLICY
VEDANT
ASSET LIMITED
CIN:
U74900JH2015PLC003020
Registered
Office: 3rd
Floor, Gayways House Pee Pee Compound Ranchi Jharkhand 834001, India
Telephone No.: +91- 9304955502 ; E-mail: cs@vedantasset.com
Website: www.vedantasset.com
WHISTLE BLOWER POLICY
1.
PREFACE
1.1 The Company
believes in the conduct of the affairs of its constituents in a fair and
transparent manner by adopting highest
standards of professionalism, honesty, integrity and ethical behaviour.
1.2 Towards this end,
the Company has adopted the Vedant Asset Limited Code of Business Conduct and
Ethics called “Code of 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.
1.3 Accordingly, this
Whistle Blower Policy (“the Policy”) has been formulated with a view to provide
a mechanism for employees of the Company to approach the Audit Committee of the
Company and protected disclosure to the management instances of unethical behaviour,
actual or suspected fraud or violation of the Code of Conduct.
1.4 The Policy provides
a framework to promote responsible and secure whistle blowing. It protects the
Whistle Blower wishing to raise a concern
about serious irregularities within the Company.
1.5 The Policy neither
releases Whistle Blowers from their duty of confidentiality in the course of
their work, nor is it to be misused
to surface a grievance about a personnel
work-related situation.
2.
APPLICABILITY
2.1
This Policy
is applicable to all Directors, Employees and other persons dealing
with the Company.
2.2 The Protected
Disclosure may be areas of concern in respect of the Company
covered by this Policy and summarized in paragraph 5.
3.
DEFINITIONS
3.1 “Disciplinary Action”
means any action that can be taken
on the completion of / during the investigation
proceedings, including but not limited to, a warning, recovery of financial
losses incurred by the Company, suspension/ dismissal from the services of the
Company or any such action as is deemed to be fit considering the gravity of
the matter.
3.2 “Employee” means
every employee of the Company including the Directors in the whole time
employment of the Company.
3.3 “Protected
Disclosure” means a concern raised by a written communication made in good
faith that discloses or demonstrates information that may evidence unethical or
improper activity (as described more particularly in Clause 5) with respect to
the Company. Protected Disclosures should be factual and not speculative or in
the nature of an interpretations/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.
3.4 “Subject” means a
person against or in relation to whom a Protected Disclosure is made or
evidence gathered during the course of an investigation.
3.5 “Whistle Blower”
means an Employee who makes a Protected Disclosure under this Policy.
4.
THE GUIDING PRINCIPLES
4.1The Company,
as a policy, condemns any kind of discrimination, harassment, victimization or any other
unfair employment practice
being adopted against
Whistle Blower. The Company will:
Ø
Ensure that the Whistle Blower and/or the person
processing the Protected Disclosure is/are not victimized for doing so;
Ø
Treat victimization of Whistle Blower as a serious matter
including initiating Disciplinary Action against person(s) causing or allowing
victimization of Whistle Blower;
Ø Ensure
complete confidentiality of identity of Whistle Blower;
Ø Not attempt to conceal evidence
of the Protected Disclosure;
Ø
Take Disciplinary Action for event covered under this
Policy (as mentioned in Clause 5) or upon victimizing Whistle Blower or any
person processing the Protected Disclosure or if any one destroys or conceals evidence
of the Protected Disclosure made/to
be made;
Ø Provide
an opportunity of being heard to the persons involved
especially to the Subject.
5.
COVERAGE OF POLICY
5.1The Policy covers
malpractices and events
which have taken place/ suspected
to take place involving:
Ø An abuse of authority;
Ø Breach of employment contract;
Ø Manipulation of company data/records;
Ø Financial or compliance irregularities,
including fraud, or suspected fraud;
Ø Criminal offence having repercussions on
the company or its reputation;
Ø Pilferation of confidential/proprietary information;
Ø Deliberate violation of law/regulation;
Ø Misappropriation or misuse of Company funds/assets;
Ø Breach of Code of Conduct;
Ø An act of discrimination or sexual harassment;
Ø Any other unethical, imprudent deed/behaviour
The above list is only illustrative and should not be
considered as exhaustive.
5.2Policy
should not be used as a route for raising
malicious or unfounded allegations against colleagues.
6.
PROTECTION
6.1 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 Audit Committee would be authorised
to take steps to minimize difficulties, which the Whistle Blower may experience
as a result of making the Protected Disclosure.
6.2 The identity of the
Whistle Blower shall be kept confidential and shall be disclosed only on need
to know basis.
6.3 Any other Employee
assisting in the said investigation or furnishing evidence shall also be
protected to the same extent as the Whistle Blower.
6.4
Protection to Whistle Blower
under this Policy
shall be available
provided that Protected
Disclosure is:
Ø
made in good faith;
Ø
the Whistle
Blower has reasonable information or documents in support thereof;
and
Ø
not for personal
gain or animosity against the Subject.
6.5 Whistle Blowers,
who make any Protected Disclosures, which have been subsequently found
to be mala fide, frivolous or malicious shall be liable
to Disciplinary Action as may decided by the Audit Committee
under this Policy.
6.6 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.
6.7 In respect of such
Whistle Blowers, the Audit Committee would reserve its right to take/recommend
appropriate disciplinary action.
7.
PROTECTED DISCLOSURE
7.1All Protected
Disclosures should be addressed to Company Secretary & Compliance Officer.
The contact details are as under:
To
The Company Secretary and Compliance Officer
Vedant
Asset Limited
3rd
Floor, Gayways House
Pee Pee
Compound
Ranchi
Jharkhand 834001, India
Tel: +91- 9304955502
E-mail: cs@vedantasset.com
7.2Protected Disclosures should be reported in writing so as
to ensure a clear understanding of the issues raised and should either be typed
or written in a legible handwriting.
7.3The Protected Disclosure should be forwarded under a
covering letter which shall bear the identity of the Whistle Blower. Anonymous
disclosures may not be entertained.
8.
INVESTIGATION
8.1 On receipt of
Protected Disclosure, the Audit Committee shall appropriately and expeditiously
investigate all whistle blower reports received. In this regard, the Audit
Committee may perform all such acts as it may deem fit at its sole discretion.
The investigation shall be completed normally within 30 days of the receipt of
the Protected Disclosure.
8.2 The Audit Committee
shall have right to outline a detailed procedure for an investigation and may
delegate such powers and authorities, as it may deem fit to any officer of the Company
for carrying out any
investigation.
8.3 The identity of a Subject
will be kept confidential to the extent possible given the legitimate needs of
law and the investigation.
8.4 Subjects will
normally be informed of the allegations at the outset of a formal investigation
and have opportunities for providing their inputs during the investigation.
8.5 The Subject shall
have a duty to co-operate with the investigator and responsibility not to
interfere or obstruct with the investigation process. Evidence shall not be
withheld, destroyed or tampered with, and witnesses shall not be influenced,
coached, threatened or intimidated by the Subject. The Subject, if found indulging in any such actions then that will make the Subject liable
for disciplinary actions.
8.6 A report shall be
prepared after completion of investigation by the Officer(s) investigating the
matter which shall be submitted to the Audit Committee. Upon receipt of report,
the Audit Committee shall submit the same along with recommendations to the
Chairman for Disciplinary Action after providing reasonable opportunity of
being heard to the Subject. No allegation of wrongdoing against a Subject shall be considered as maintainable unless there is good evidence
in support of the allegation.
8.7 After considering
the report and recommendations as aforesaid, the Chairman shall determine and
finalise the Disciplinary Action as he may deem fit.
8.8 In case the subject
is the Audit Committee Chairman, then the protected disclosure is sent to the
Chairman of the Board of Directors who will take necessary steps for the investigation.
9.
SECRECY/CONFIDENTIALITY
The Whistle Blower, the Subject, the Senior Officer(s) and
everyone involved in the process shall:
Ø Maintain complete confidentiality/
secrecy of the matter under this Policy;
Ø Not discuss the matters under this Policy
in any informal/social gatherings/ meetings;
Ø Discuss only to the
extent or with the persons required for the purpose of completing the process
and investigations as directed by Audit Committee;
Ø Not keep the papers unattended anywhere
at any time;
Ø Keep the electronic mails/files under password
If anyone is found
not complying with the above, he/ she shall be held liable for such
Disciplinary Action as is considered fit by the Audit Committee as the case may
be.
10.
RETENTION OF
DOCUMENTS AND AMENDMENT
All Protected Disclosures, documented
along with the results of Investigation relating thereto, shall be retained by the Company
Secretary for a minimum period of 5 (five) years
or as mentioned in applicable law, if any.
11.
EFFECTIVE DATE
This Policy is effective from the date
of approval of the same by the Board of Directors of the Company.
12.
POLICY REVIEW
The Board may subject to the applicable
laws amend any provision(s) or substitute any of the provision(s) with the new
provision(s) or replace the Policy entirely with a new Policy.
13.
DISCLOSURES
The Company shall disclose the Policy on
its website.