- The Company has a Code of Conduct for Directors and Key Managerial
Persons of the Company.
- Section 177 of the Companies Act, 2013 read with Companies (Meetings of Board
and its Powers) Rules, 2014 requires every listed company and such class or classes of
companies, as may be prescribed to establish a vigil mechanism for the directors and
employees to report to the management their genuine concerns, including instances of
unethical behaviour, actual or suspected fraud or violation of the law and also provide for direct
access to the Chairman of the Audit Committee in exceptional cases.
- Existing Clause 49 of the Listing Agreement, provides for a non‐mandatory
requirement for all listed companies to establish a mechanism called 'Whistle Blower Policy" for
employees to report to the management instances of unethical behaviour, actual or
suspected, fraud or violation of the Company’s Code of Conduct.
- Further, the Securities and Exchange Board of India, has vide its Circular No.
CIR/CFD/POLICY CELL/2/2014, dated 17th April, 2014, amended the Clause 49 of the
Listing Agreement and with effect from 1st October, 2014 wherein it has mandated for
all Listed Companies to establish a vigil mechanism for directors and employees to report
concerns about unethical behaviour, actual or suspected fraud or violation of the
Company’s Code of Conduct.
- Accordingly, the Whistle Blower Policy (“the Policy”) has been formulated and noted by
the Board of Directors of the Company in its Board meeting held on 08th August 2014 with a view
to provide a mechanism for the Directors/ Employees of the Company to approach the designated
persons/ Chairman of the Audit Committee of the Company to, inter alia, report to the management
instances of unethical behaviour, actual or suspected, fraud or violation of the Company’s Code of
Conduct or policy without fear of punishment or unfair treatment. For clarification, the policy
covers all past and present employees of the Company and provides equal access to past employees
for matters that took place during their tenure with the Company and hence any reference to
employees in the policy includes past employees.
This policy is formulated to provide an opportunity to employees and an avenue to raise
concerns and to access in good faith the Audit Committee, to the highest possible standards of
ethical, moral and legal business conduct and its commitment to open communication, in case
they observe unethical and improper practices or any other wrongful conduct in the Company,
to provide necessary safeguards for protection of employees from reprisals or victimization
and to prohibit managerial personnel from taking any adverse personnel action against those
The policy neither releases employees from their duty of confidentiality in the course
of their work, nor is it a route for taking up a grievance about a personal situation.
This policy is an extension of the Company’s Code of Conduct. This policy applies to all
Directors and Employees of the Company. The Whistle Blower’s role is that of a reporting party
with reliable information.
The whistle blowing policy is intended to cover serious concerns that could have a
material impact on the Company such as:
(a) suspected action
(b) incorrect financial reporting
(c) actions not in line with Company policies
(d) unlawful actions
(e) fraud or embezzlement
(f) conflict of interest
(g) unethical business practices
(h) sexual harassment
(i) abuse of power vested to the authority
(j) any other actions which are not legal and could have an impact on the performance or
the image of the Company
No adverse action shall be taken or recommended against an employee in retaliation to his
disclosure in good faith of any unethical and improper practices or alleged wrongful conduct.
This policy protects such employees from unfair termination and unfair prejudicial
employment practices. However, this policy does not protect an employee from an adverse
action which occurs independent of his disclosure of unethical and improper practice or
alleged wrongful conduct, poor job performance, any other disciplinary action, etc. unrelated to
a disclosure made pursuant to this policy.
1. Internal Policy & Protection under Policy
This Policy is an internal policy on disclosure by employees of any unethical and improper
practices or wrongful conduct and access to the Head of Department or in case it involves
Key Managerial Persons access to the Managing Director and in exceptional cases access
to Audit Committee of Directors constituted by the Board. This Policy prohibits the Company to
take any adverse personnel action against its employees for disclosing in good faith any
unethical & improper practices or alleged wrongful conduct to the Head of Department or to
the Managing Director or to the Audit Committee. Any employee against whom any adverse
action has been taken due to his disclosure of information under this policy may approach
the Audit Committee.
Harassment or victimization of the complainant will not be tolerated and could constitute
sufficient grounds for dismissal of the concerned employee.
Confidentiality of whistle blower shall be maintained to the greatest extent possible. Every
effort will be made to protect the whistle blower’s identity, subject to legal constraints.
Complainants must put their names to allegations as follow‐up questions and investigation
may not be possible unless the source of the information is identified. Concerns expressed
anonymously shall not be usually investigated but subject to the seriousness of the issue raised
the Audit Committee can initiate an investigation independently.
Malicious allegations by employees may result in disciplinary action.
3. False Allegation & Legitimate Employment Action
An employee who knowingly makes false allegations of unethical & improper practices or
alleged wrongful conduct to the Audit Committee shall be subject to disciplinary action, up to
and including termination of employment, in accordance with Company rules, policies and
procedures. Further, this policy may not be used as a defense by an employee against whom an
adverse personnel action has been taken independent of any disclosure of information by him
and for legitimate reasons or cause under Company rules and policies.
An employee who observes or notices any unethical & improper practices or alleged wrongful
conduct in the Company may report the same to the Head of Department or in case it involves
Managerial Personnel to the Managing Director and in exceptional cases to Audit Committee.
Access To The Audit Committee
The Whistle Blower shall have right to access Chairman of the Audit Committee directly in
exceptional cases and the Chairman of the Audit Committee is authorized to prescribe suitable
directions in this regard.
Power of The Audit Committee
The Audit Committee reserves the right to amend or modify this Policy in whole or in part, at
any time without assigning any reason whatsoever.
There may be occasions when certain matters are not addressed or there may
be ambiguity in the procedures. Such difficulties or ambiguities will be resolved in line with the
broad intent of the policy. The Board may also establish further rules and procedures, from
time to time, to give effect to the intent of this policy and further the objective of good