WHISTLE BLOWER POLICY AND VIGIL MECHNANISM
The Board of Directors of the Company pursuant to the Section 177 of the Companies Act, 2013 mandates the following classes of Companies to constitute a Vigil Mechanism for the directors and employees to report genuine concerns or grievances about unethical behaviors, actual or suspected fraud or violation of Company Code of conduct or ethics policy.
• Every listed Company
• Every other Company which accepts deposits from the public
• Every Company which has borrowed money from banks and public financial institutions
in excess of Rs. 50 crores.
The Company maintains a Code of Conduct for the employees of the Company which lays down the principles and standard that should govern the action of the Company & its employees. Any actual or potential violation of such Code of Conduct would be a matter of serious concern and the Vigil Mechanism shall provide for adequate safeguard against victimization of person who use such mechanism and make provisions for direct access to the Vigilance Officer Shri Senthilnathan S, Director for reporting any violation. Rasi Seeds (P) Ltd (the Company) proposes to establish a Vigil Mechanism and to formulate a Policy for the same.
| Title | Rasi Seeds (P) Ltd – Whistle Blower Policy |
| Type | Compliance |
| Coverage | All Directors and Employees |
| Responsible portfolio & contact information | Name : Shri Senthilnathan S – Director |
| Email : sen@acsen.in | |
| Phone No : 0422 2233840 | |
| Version and Release Date | WB/001/26-07-2021 |
Whistle Blower Policy
1. Preface
Rasi Seeds (P) Ltd (the Company) is firmly committed to and in steadfast pursuit of highest standards of business ethics and management practices in the conduct of its business.
2. Objective
2.1 The policy aims to provide directors and employees a suitable platform to raise concerns and voice issues on actual or potential violation to the code of business conduct.
2.2 The policy seeks to provide necessary safeguards for the protection of “Whistle Blower(s)” from reprisals or victimization for whistle blowing done in good faith.
2.3 There are existing procedures in place to enable employees to lodge their grievances relating to their own employment. This whistle blowing policy is intended to cover concerns that fall outside the scope of other procedures.
3. Definitions
a. “Protected Disclosure” means any communication made in good faith that discloses or demonstrates information that may evidence unethical or improper activity with respect to the Company. Protected Disclosures should be factual and not speculative or in the nature of an interpretation / conclusion and should contain as much specific information as possible for proper assessment of the nature and extent of the concern and the urgency of a preliminary investigative procedure.
b. “Employee” means every employee of the Company including the Directors in the employment of the Company or its subsidiaries.
c. “Subject” means a person against or in relation to whom a Protected Disclosure has been made or evidence gathered during the course of an investigation.
d. “Vigilance Officer” is a person nominated/appointed to receive protected disclosures from Whistle Blower/s, maintaining records thereof, placing the same before the Board of Directors for its disposal and informing the Whistle Blower/s the result thereof.
e. “Whistle Blower(s)” means an Employee(s) or director(s) making a Protected Disclosure under this Policy.
4. Eligibility
4.1 All employees are eligible to make a complaint in terms of the whistle blower policy. It means any communication made in good faith disclosing information or drawing attention to practices that may evidence unethical or improper activity.
4.2 The whistle blower’s role is that of a reporting party with reliable information. They are not required or expected to act as investigators or fact finders, nor would they suggest corrective or remedial action in a given case.
4.3 The whistle blower must ensure that the complaints are factual and not speculative or mere surmise. It should contain as much specific information as possible to facilitate proper assessment of the nature and extent of the concern and the urgency to trigger a preliminary investigation procedure.
5. Making a complaint
5.1 The company has designated Shri Senthilnathan S, Director the Vigilance Officer to deal with whistle blower’s complaint.
5.2 Every complaint shall be addressed in writing to the Vigilance Officer and signed by the whistle blower. A copy may also be sent by email.
5.3 The whistle blower is entitled to send protected disclosure pertaining to any employee of the company on matters concerning the company. He has at all times direct access to the Vigilance Officer over phone/ email/ mail.
5.4 The contact details of Vigilance Officer are as under:
Shri Senthilnathan S
Rasi Seeds (P) Ltd
Rasi Enclave, Green Fields
737 C, Puliyakulam Road,
Coimbatore – 641045, Tamil Nadu, India.
Phone: +91 4224239800
5.5 The whistle blower is expected to make the protected disclosure as soon as the while blower becomes aware of the same and not later than 90 days after he became aware of the event for being able to effectively deal with the issues involved.
5.6 Advice and guidance on making a complaint can be sought from the person in-charge of Human Resources or the person in-charge of Finance.
The whistle blowing policy expects the whistle blowers to be the guardian of the company’s core values. The spirit of the policy is to foster a sense of collective responsibility in safeguarding the business interests. It essentially provides for reporting in confidence and with confidence.
5.7 Operational concerns shall continue to be raised with the head of the department or unit head. Whistle blowing mechanism is in essence meant for potentially serious or sensitive issues.
6. Dealing with complaint
6.1 Protected disclosures should be addressed to the vigilance officer and submitted in a closed and secured envelop and should be super scribed as “Protected Disclosure under the Whistle Blower Policy”. A copy of the same shall be sent to the official email address of the Vigilance officer as well, with the quoted wordings in subject.
6.2 The Vigilance Officer will not issue an acknowledgment to the whistle blower in order protect the identity of the whistle blowers and the whistle blowers are not advised to mention their name on the written envelop of the protected disclosure.
6.3 Protected Disclosures shall be legible and signatured by the whistle blower. Anonymous complaints will not be entertained by the Vigilance Officer.
6.4 If initial enquiries by the Vigilance Officer suggest that the Protected Disclosure has no basis or it is not a fit and proper case to be pursued under this policy it may be dismissed at this stage. His decision together with reasoning will be duly recorded.
6.5 Investigation shall be launched by the Vigilance Officer if on a preliminary review, it is prima facie established that –
– the alleged act may constitute an improper or unethical activity or conduct;
– the allegation is supported by information specific enough to be investigated or otherwise worthy of investigation in the view of Vigilance Officer.
6.6 The Vigilance Officer for conducting the investigation will have access to every employee or director and to all records and documents connected therewith.
6.6 The Vigilance Officer for conducting the investigation will have access to every employee or director and to all records and documents connected therewith.
6.8 The Vigilance Officer shall endeavor to complete the investigation normally within ninety days of the receipt of complaints and submit his report to the Board of Directors.
6.9 Subjects shall have right to access any document / information for their legitimate need to clarify / defend themselves in the investigation proceedings.
6.10 The Whistle Blower/s / Subject/s have a right to be informed of the outcome of the investigation.
6.11 If the Vigilance Officer is satisfied that an improper or unethical activity has been undertaken, he may in his report recommend to the Board of Directors for taking such disciplinary or remedial action as deemed fit. Any such action against an employee shall however adhere to disciplinary policy of the company and the extant Labour Laws and Industrial Standing Order of the company.
7. Reporting
7.1 The Vigilance Officer will provide Annual Reports to the Board of Directors. This report shall have a summary of complaints received and dealt.
7.2 The Board of Directors will directly interact with the Managing Director on the reports of the Vigilance Officer and record its final view on the disposal of complaint.
7.3 The Directors or any of its members having conflict of interest shall recuse himself from dealing with the complaint in any manner. Where the Directors has a conflict, the Board of Directors will designate one of its other members as Vigilance Officer to deal with such complaint.
8. Whistle Blowing Events
8.1 The whistle blowing policy is intended to cover serious concerns that should have a significant impact on the company.
8.2 Actions (actual or suspected with appropriate evidence) that could trigger whistle blowing would include those leading to or resulting in –
o Violation of code of business conduct (the ethics)
o Breach of Law or Regulation
o Financial irregularities, including fraud.
o Deficiencies in internal control or deliberate errors in preparation of Financial Statement.
o Abuse of authority
o Pilferation of confidential/ propriety information.
o Possible loss, injury or reputation to the Company by any act of commission or omission.
9. Safeguards
9.1 Confidentiality
The Whistle Blower, Vigilance Officer, subjects and everyone involved in the process shall, maintain confidentiality of all matters under this Policy. Every effort will be made by the Company and Top Management to protect the identity of the Whistle Blower subject however to legal constraints.
9.2 Protection
Whistle blower will be given complete protection from discrimination, harassment, victimization, retaliation, threat or intimidation of termination/ suspension of service, disciplinary action, demotion, refusal of promotion or other unfair employment practices 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.
9.3 Extension of cover
Any other employee or director assisting in the course of investigation will also be protected to the same extent as the whistle blower.
9.4 Malicious allegation
The whistle blower will however be exposed to disciplinary action arising out of false, reckless, malicious, unfounded or frivolous allegations with a mala fide or ulterior intent or purpose.
Whistle blowers who are found to be making wrongful complaints by misusing whistle blower policy will be disqualified from making further complaints for such period as the Vigilance Officer may determine. While employees in those cases will invite disciplinary action, other stakeholders may be barred from further contracts permanently or for a specified period.
9.5 Bonafide acts
However, no action will be taken against the “Whistle Blower” who has acted bonafide and in good faith even if the allegation is not proved right at the end of investigation.
10. Right to amend
The Board of Directors of the Company reserves the right to amend or modify the policy from time to time without assigning any reason whatsoever.