Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014, requires every Company to establish a vigil mechanism for the Directors and Employees to report genuine concerns in such manner as may be prescribed.
In compliance with the requirements of the Companies Act, 2013, the Company has formulated a Vigil Mechanism for the purpose of ensuring adherence to the Principle of Responsibility by the Directors and all employees (“POR”) (as laid down by the Company and last notified on _________, which lays down the principles and standards that should govern the actions of the Directors, all employees and all business associates of the Company.
The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, the Company encourages its Directors/employees/business associates who have genuine concerns about suspected misconduct, to come forward and express these concerns without fear of punishment or unfair treatment.
The Vigil Mechanism aims to provide a channel to the Whistleblower to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the POR and provide adequate safeguard against victimization of the Whistleblower who avails the vigil mechanism.
The Mechanism also provides for adequate safeguards against victimization of Directors, employees and business associates to avail the mechanism and also provide for direct access to the Chairperson of the Audit Committee, in exceptional cases.
However, this neither releases Directors, employees and business associates 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 about a personal situation.
Also, in case of repeated frivolous complaints being filed by a Director/employee/ business associate, the Chairman of the Audit Committee may take suitable action against the concerned Director/employee/ business associate including reprimand.
SCOPE OF VIGIL MECHANISM
- To act as an additional internal element of the Company’s compliance and integrity policies.
- Not a substitute for other formal internal arrangements and procedures.
- Seeks to ensure that anyone who is aware, Director/employee/business associate of the Company, of a breach of Company’s POR, suspected or actual frauds and embezzlement, illegal, unethical behavior or violation of company’s code of conduct or ethics etc., feels free to bring this to the attention of appropriate personnel in the Company, without fear of victimization, harassment or retaliation on part of the Company’s management.
This Mechanism applies to the following:
DEFINITION OF CERTAIN TERMS USED IN THIS DOCUMENT
- All the Directors
- All employees and ex-employees and their representative bodies of different departments of the Company
- All the Business Associates of the Company
“Audit Committee” means a Committee constituted by the Board of Directors of the Company by the name of ‘Audit Committee’ in accordance with the Companies Act.
“Company” means Luminous Power Technologies Private Limited and its subsidiary Companies.
“Director” means a person who holds or has held the position of a director on the Board of Directors of the Company
“Employee” means every employee on the permanent or temporary rolls of the Company and ex-employees including employees of Company’s subsidiaries and associates (whether working in India or abroad)
“Good Faith” An employee shall be deemed to be communicating in “good faith” if there is a reasonable basis for communication of unethical and improper practices or any other alleged wrongful conduct. Good Faith shall be deemed lacking when the employee does not have personal knowledge on a factual basis for the communication or where the employee knew or reasonably should have known that the communication about the unethical and improper practices or alleged wrongful conduct is malicious, false or frivolous.
“Mechanism” means Vigil Mechanism as provided in this document.
“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 and as more particularly delineated in the Scope section of this Mechanism. Protected Disclosures should be factual and not speculative in nature.
“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 under this Mechanism.
“Vigilance Officer” means an officer who is nominated/ appointed to conduct detailed investigation of the Protected Disclosure received from the Whistleblower and recommend disciplinary action.
“Whistleblower” means a person making a Protected Disclosure under this Mechanism. Whistle Blower or complainant could be Director(s)/employee/ex-employee including their representative bodies /business associate whether at the Senior Management level or at lower level.
The Mechanism is an extension of the Principle of Responsibilities for all Directors, employees and business associates and covers disclosure of any unethical and improper practice or malpractices and events which have taken place/ suspected to take place involving either of the following matters:
- Breach of the Company’s POR;
- Breach of Business Integrity and Ethics;
- Breach of terms and conditions of employment and rules thereof;
- Intentional Financial irregularities, including fraud, or suspected fraud;
- Deliberate violation of laws/regulations;
- Gross or Wilful Negligence causing substantial and specific danger to health, safety and environment;
- Financial Misappropriation and fraud;
- Inappropriate sharing of Company’s sensitive information;
- Corruption and bribery;
- insider trading;
- unfair trade practices and anti-competitive behavior;
- sexual harassment;
- child labor;
- discrimination in any form;
- Manipulation of company data/records;
- Pilferation of confidential/propriety information;
- Gross Wastage/misappropriation of Company funds/assets;
- Abuse of Authority;
- violation of human rights;
The above list is only illustrative and should not be considered as exhaustive.
All Directors, employees of the Company and any other person associated with the Company are eligible to make Protected Disclosures under this Mechanism in relation to matters concerning the Company. The Mechanism should however not be used for making malicious/frivolous allegations against the Directors/employees of the Company.
All Protected Disclosures should be reported in writing by the Whistleblower as soon as possible, not later than 30 days after the Whistleblower becomes aware of the same and should either be typed or written in a legible handwriting in English/Hindi.
The Protected Disclosure should be submitted under a covering letter signed by the Whistleblower in a closed and secured envelope and should be super scribed as “Protected disclosure under the Vigil Mechanism” or sent through email with the subject “Protected disclosure under the Vigil Mechanism ”. If the complaint is not super scribed and closed as mentioned above, the Protected Disclosure will be dealt with as if a normal disclosure.
All Protected Disclosures should be addressed to the Vigilance Officer of the Company or to the Chairman of the Audit Committee, in exceptional cases. Exceptional cases may be, including but not limited to, insider trading, violation of human rights, sexual harassment etc.
The contact details of the Vigilance Officer and the Chairman of the Audit Committee are as under:-
Name and Address of Vigilance Officer:
Mr. Ram Kumar Choudhury
AGM- Internal Audit
Luminous Power Technologies Private Limited
Plot No- 150, Sector- 44, Gurgaon, Haryana – 122003
Email - email@example.com
Name and Address of Chairman of the Audit Committee:
Mr. Jean Francois Elies
Schneider Electric Industries SAS
The Hive, 35 Rue Joseph Monie, Rueil Malmaison, France
Email - firstname.lastname@example.org
In order to protect the identity of the Whistleblower, the Vigilance Officer will not issue any acknowledgement to Whistleblower and they are advised neither to write their name / address on the envelope nor enter into any further correspondence with the Vigilance Officer.
Anonymous / Pseudonymous disclosure shall not be entertained by the Vigilance Officer as the same will prove to be a hindrance in further investigation. On receipt of the Protected Disclosure, the Vigilance Officer shall detach the covering letter bearing the identity of the Whistle Blower and process only the Protected Disclosure. In case the Whistleblower is not able to provide specific information that covers at least some of the following points:
a) Location of incident
b) Date and time of incident
c) Personnel involved
d) Specific evidence
e) Frequency of issues
In case the Whistleblower is unable to provide adequate information, the Vigilance Officer reserves the right to not investigate the reported matter.