(SECTION 177 of the COMPANIES ACT 2013 )
Patanjali Ayurved Limited (hereinafter referred to as “the Company), is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations by promoting a fair, transparent, ethical and professional work environment.
As per the provisions of section 177 of the The Companies Act 2013 it is mandated for our company to establish vigil mechanism for directors and employees to provide adequate safeguards against victimization of persons and to ensure direct access to the Chairman of the Audit Committee in appropriate or exceptional cases.
The Objective of The Vigil (Whistle Blower) mechanism is to provide a reporting channel to report genuine concerns about unethical behavior, actual or suspected misappropriation or fraud to safeguard unethical practices in the organization and to report any deviations in terms of employee’s integrity and professional conduct. The purpose is to encourage the employees and directors of the Company to come forward and express their suspected misconduct concerns without fear of punishment or unfair treatment.
2.1 “Committee” means the Audit Committee constituted by the Board of Directors of the Company in accordance with Section 177 of the Companies Act, 2013 and rules made thereunder
2.2 “Company” means Patanjali Ayurved Limited
2.3 “Competent Authority” means the following:
- in case of employees other than the Key Managerial Personnel, the Managing Director shall be the Competent Authority; and
- in case of Key Managerial Personnel and Directors, the Chairman of the Audit Committee shall be the competent authority.
2.4 “Directors” means directors as defined in the Companies Act, 2013.
2.5 “ Employee” means every employee of the Company (whether working in India or broad) including the Directors, in the employment of the Company.
2.6 “Improper Activity” means any activity by an Employee of the Company that is undertaken in performance of his or her official duty, whether or not that act is within the scope of his or her employment, and that is:
- in violation of the Company’s Code of Conduct and rules, Deliberate violation of law/ regulation,
- abuse of authority for personal benefit or the benefit of third party,
- a suspected or actual manipulation of company data/record, or accounting or financial mis-reporting,
- pilferage of confidential / proprietary information, or unauthorized disclosure of information to third party,
- a suspected or actual criminal offence, corruption, bribery, theft, conversion or misuse of the Company’s property or fraud,
- an activity involving gross misconduct, and any other unethical, biased, favoured or imprudent act.
Activities which have no nexus to the working of the Company and are purely of personal nature are specifically excluded from the definition of Improper Activity.
2.7 “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.
2.8 “Subject” means a person against or in relation to whom a Protected Disclosure is made or evidence gathered during the course of an investigation.
2.9 “Whistle Blower” means a director/ employee making a Protected Disclosure under this Policy.
2.10 “Whistle Officer” means Company Secretary of the Company, who is nominated/appointed to receive all complaints under this Policy, conduct detailed investigation and ensure appropriate action. The Audit Committee shall appoint Whistle Officer.
This Policy shall be applicable once approved by the Board of the Directors of the Company. The Board of Directors reserves the right to amend or modify this Policy in whole or in part, at any time without assigning any reason whatsoever.
This Policy or any amendments thereto shall immediately be notified to all concerned by uploading the same on the official website of the Company.
- THE GUIDING PRINCIPLES
4.1 To ensure that this Policy is adhered to, and to assure that the concern will be acted upon seriously, the Company will:
- Ensure that the Whistle Blower and/or the person processing the Protected Disclosure is not victimized for doing so;
- Treat victimization as a serious matter including initiating disciplinary action on such person/(s);
- Ensure complete confidentiality.
- Not attempt to conceal evidence of the Protected Disclosure;
- Take disciplinary action, if any one destroys or conceals evidence of the Protected Disclosure made/to be made;
- Provide an opportunity of being heard to the persons involved especially to the Subject;
5.1 While it will be ensured that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment as herein set out, any abuse of this protection will warrant disciplinary action.
5.2 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.
5.3 Whistle Blowers, who make any Protected Disclosures, which have been subsequently found to be mala fide, frivolous or malicious will be disqualified from reporting further Protected Disclosures under this Policy. In respect of such Whistleblowers, the Company/Audit Committee would reserve its right to take/recommend appropriate disciplinary action.
- PROCEDURE AND INVESTIGATION
6.1 Employees can make Protected Disclosure to Whistle Officer, as soon as possible but not later than 30 consecutive days after becoming aware of the same.
6.2 All protected Disclosures concerning financial / accounting matters should be directly addressed to the chairman of the Audit Committee of the Company for investigation.
6.3 The contact details of the Whistle Officer and Chairman of the Audit Committee of the Company is as under:
Chairman of the Audit Committee:
Swami Mukta Nand Ji
6.4 Whistle Blower must put his/ her name to the protected disclosure. Concerns expressed anonymously WILL NOT BE investigated.
6.5 If initial enquiries by the Whistle Officer indicate that the concern has no basis, or it is not a matter to be investigation pursued under this Policy, it may be dismissed at this stage and the decision is documented.
6.6 Where initial enquiries indicate that further investigation is necessary, this will be carried by the Whistle Officer. The investigation would be conducted in a fair manner, as a neutral fact-finding process and without presumption of guilt. A written report of the findings would be made to the Committee.
6.7 Name of the Whistle Blower shall not be disclosed to the Whistle Officer/Committee.
6.8 If any of the member of the Committee have a conflict of interest in a Protected Disclosures, he should exclude themselves from the process.
6.9 The Whistle Officer/Committee shall:
- i) Make a detailed written record of the Protected Disclosure. The record will include:
- a) Facts of the matter
- b) Whether the same Protected Disclosure was raised previously by anyone, and if so, the outcome thereof;
- c) Whether any Protected Disclosure was raised previously against the same Subject;
- d) The financial/ otherwise loss which has been incurred / would have been incurred by the Company.
- e) Findings of Whistle Officer/Committee;
- f) The recommendations of the Whistle Officer/Committee on disciplinary /other action/(s).
- ii) The Whistle Officer shall finalise and submit the report to the committee within 15 days of being nominated /appointed.
6.10 On submission of report, the Whistle Officer shall discuss the matter with committee who shall either:
- In case the Protected Disclosure is proved, accept the findings of the Whistle Officer and take such Disciplinary Action as he may think fit and take preventive measures to avoid reoccurrence of the matter;
- ii) In case the Protected Disclosure is not proved, extinguish the matter;
6.11 In exceptional cases, where the Whistle Blower is not satisfied with the outcome of the investigation and the decision, s/he can make a direct appeal to the Chairman of the Audit Committee.
If an investigation leads the Competent Authority to conclude that an Improper Activity or unethical act has been committed, the Competent Authority shall recommend to the management of the Company to take such disciplinary or corrective action as they deem fit. It is clarified that any disciplinary or corrective action initiated against the subject as a result of the findings of an investigation pursuant to this Policy shall adhere to the applicable personnel or staff conduct and disciplinary procedures.
8.1 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 Company, as a policy, condemns any kind of discrimination, harassment, victimization or any other unfair employment practice being adopted against Whistle Blower. Complete protection will, therefore, be given to Whistle Blower against any unfair practice like retaliation, threat or intimidation of termination/suspension of service, disciplinary action, transfer, demotion, refusal of promotion, discrimination, any type of harassment, biased behavior 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 including making further Protected Disclosure. The Company will take steps to minimize difficulties, which the Whistle Blower may experience as a result of making the Protected Disclosure.
Thus, if the Whistle Blower is required to give evidence in criminal or disciplinary proceedings, the Company will arrange for the Whistle Blower to receive advice about the procedure, etc.
8.2 The identity of the Whistle Blower shall be kept confidential.
8.3 Any other Employee assisting in the said investigation or furnishing evidence shall also be protected to the same extent as the Whistle Blower.
- SECRECY/ CONFIDENTIALITY
The Whistle Blower, the Subject, the Whistle Officer and everyone involved in the process shall:
- maintain complete confidentiality/ secrecy of the matter
- not discuss the matter in any informal/social gatherings/ meetings
- discuss only to the extent or with the persons required for the purpose of completing the process and investigations
- not keep the papers unattended anywhere at any time
- keep the electronic mails/files under password
If any one is found not complying with the above, he/ she shall be held liable for such disciplinary action as is considered fit.
- ADMINISTRATION AND REVIEW OF THE POLICY
The Board of Directors shall be responsible for the administration, interpretation, application and review of this policy. The Board also shall be empowered to bring about necessary changes to this Policy, if required at any stage with the concurrence of the Audit Committee.
The Company has the right to amend or modify this Policy in whole or in part, at any time without assigning any reason, whatsoever. Any amendment to the policy shall take effect from the date when approved by the Board of Directors of the Company.
The Committee may issue guidelines, procedures, formats, reporting mechanism and manuals in supplement and for better implementation of this policy as considered appropriate.
The Committee may Delegate any of its powers to one or more of its members.