Vigil Mechanism (also referred to as whistle blower policy) is established in the Company to enable the Employees and Directors to report their genuine concerns about actual or suspected dishonest or illegal activities or violation of law or rules/regulation of the organization or fraud or corruption taking place in the organization. The intent should be to do what is good for the organisation, and fair to all concerned.
The objective is to provide a framework to promote responsible and secure Vigil Mechanism, in good faith. The Vigil Mechanism will play a very important role as an internal control measure and will help the Company to identify and take appropriate action against any fraud/suspected fraud/misappropriation/ abuse of position or any other unethical happening.
Scope and coverage of Vigil Mechanism
This Vigil Mechanism is applicable for all Employees and Directors of the Company irrespective of their positions, and broadly, the following areas (the list is indicative and not exhaustive) are covered:
a. Financial irregularities, including fraud or suspected fraud.
b. Wastage or misappropriation of company money or assets
c. Abuse of authority
d. Misbehavior with stakeholders such as staff, lenders, project members & their family members, etc
e. Manipulation of company data/records/register
f. Accused or convicted in any criminal offence
g. Non-compliance with/violation of organization rules & regulations or statutory requirements
h. Any other unethical, dishonest or biased happenings.
The Employees and Directors are required to promptly report any improper practice they become aware of to ensure that damage/potential damage is minimized. It is highly recommended that any reporting shall be with proper proof, and to do this, they are encouraged to collect and submit all possible evidences within their ability but without violating any procedures. However, if a staff does not have proper proof or is totally not in a position to get the required proof, but strongly believes that some wrongful activity is being done by any person in the company or being done pertaining to a company matter, then that reporting also can be done.
The reporting for this purpose will be to the next higher authority (supervisor). In case there are reasons for the person to believe that the supervisor/s are also involved in the suspected violation or that the supervisor is unable to take needed corrective action or the supervisor is not taking the needed corrective action, the reporting can be done to the next higher authority and so on. For example, the centre manager can report suspected violation to the Field Office Manager. In case the centre manager has reasons to believe that the Filed Office Manager is also involved in the suspected violation, he can report to the Asst Zonal Manager. If there are reasons to believe Asst Zonal Manager is also involved, he can report to Zonal Manager and so on.
The hierarchy for this purpose will be as under :
Field Office Level :
Centre Manager, FO Manager, Asst Zonal Manager, Zonal Manager, ODU, GSMT, Audit Committee of Board
For internal auditors:
Internal audit assistant Manager, Internal audit manager, HO Internal audit, GSMT, Audit Committee of Board
Project Assistants/Executives, Respective Unit Head, GSMT, Audit Committee of Board
Directors : Chairman of the Audit Committee and Board of Directors
Copy of all complaints must also be sent to compliance officer of the company, for appropriate monitoring and further reporting.
The Employee or Director who is making the complaint or who is having a concern/doubt must put their name and full identification information to allegations as follow-up questions and investigation will not be possible unless the source of the information is identified. Oral complaints/concerns will also be investigated depending upon the nature of such compliant, severity and circumstances, but written complaints may usually become necessary. Concerns expressed anonymously will not be usually investigated. However, subject to the seriousness of the issue raised, the same can be subjected to investigation, if felt appropriate.
The Employees or Directors are also encouraged to lodge the complaint or concern against any employee or Director of the organisation which are shared with them by the project members, lenders, public, etc with required details such as the source of complaint or concern and proof, if any.
When complaints received are investigated, if initial enquiries indicate that the complaint or concern has no basis, it will be dismissed at initial stage and the decision will be documented accordingly. Where initial enquiries indicate that further investigation is necessary, this will be carried out by the concerned Supervisor, if required with the help of other staff. A written report of the findings and the suggested course of action would be submitted to the GSMT, with a copy to compliance officer.
In case the investigation is required to be conducted against any GSMT member, the remaining Members of GSMT shall do the same and place the same before the Audit Committee for appropriate action.
In exceptional cases, the staff can make a direct report to the Chairman of the Audit Committee.
Protection to Staff or Director (whistle blower) reporting the suspected violation
The identity of the whistle blower will be kept confidential. Any other Employee assisting in the said enquiry or furnishing evidence shall also be protected on same lines. However, with the consent of the reporting (whistle blowing) and assisting staff or Director, the identity of such persons may be disclosed during the enquiry process to establish the facts behind the complaint or concern.
No one shall harass or otherwise victimize any whistle blower for the act of whistle blowing due to a genuine concern. If faced with any difficulties or harassment during investigation or after investigation, the whistle blower should communicate to GSMT about their difficulties and the persons causing such difficulties. The Company will initiate strict actions against the employees or Directors who indulge in discrimination, harassment, victimization or any other unfair practice against Whistleblower, if proven.
Everyone involved in the process shall maintain complete confidentiality of the matter and discuss only to the extent or with the persons required for the purpose of completing the investigation. However, the lessons learnt during the investigation can be shared with others, without naming the persons involved, to bring more awareness and for the overall benefit of the Company.
Abuse of the Vigil Mechanism
The employees or Directors shall desist from making knowingly false/malicious allegations or complaints. Malicious allegations will attract disciplinary action.
Any Employee or Director who is making a complaint under the Vigil Mechanism should simultaneously send a copy of the complaint to the “Compliance Officer” at the above mentioned Registered Office address of the Company. Also, once the complaint is resolved, the information with regard to the same shall be submitted by the concerned person who took a final decision on the matter, to the “Compliance officer”.
A quarterly report with number of complaints received under the Vigil Mechanism and their outcome shall be placed by the Compliance Officer of the Company before the Audit Committee and the Board.
Review of Functioning by Audit Committee
The Audit Committee of the Company shall be responsible to review periodically the efficient and effective functioning of the vigil mechanism.
Display of information with regard to Vigil Mechanism:
The details of establishment of vigil mechanism in the Company shall be disseminated amongst all staff & Directors, and shall also be disclosed in the Company’s website, and also should be covered in the annual Board of Directors’ report to the general body of the Company.