The Vigil Mechanism Policy is as per section 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, which requires every listed company , Companies which accept deposits from the public and companies which have borrowed money from banks and public financial institutions in excess of fiŌy crore rupees to establish a vigil mechanism for the directors and employees to report genuine concerns or grievances about unethical behaviour, actual or suspected fraud or violation of the Company's Ethics Policy. Any actual or potential violation of the Ethics of the Company, howsoever insignificant or perceived as such, is a matter of serious concern for the Company Such a vigil mechanism shall provide for adequate safeguards against victimization of directors and employees who avail of such mechanism and also make provisions for direct access to the Chairperson of Audit Committee in exceptional cases.
The Policy covers malpractices and events which have taken place/ suspected to take place involving:
Through this Policy, the Company seeks to provide a procedure for all the employees of the Company and its subsidiaries to disclose any unethical and improper practice taking place in the Company for appropriate action and reporting.
“Alleged wrongful conduct” shall mean violation of law, Infringement of Company’s rules, misappropriation of money’s, actual or suspected fraud, substantial and specific danger to public health and safety, or abuse of authority.
“Audit Committee” means a committee constituted by the Board of Directors of the Company in accordance with the Companies Act, 2013.
“Board” means the Board of Directors of the Company.
“Code of Conduct and Ethics” means conduct established for Directors and Senior Management Executives adopted by Jhajharia Nirman Limited.
“Employee” means all the present employees and whole-time Directors of the Company (Whether working in India or abroad).
“Protected Disclosure” means a concern raised by an employee or group of employees of the Company, through written communication made in good faith which discloses or demonstrates information about an unethical or improper activity.
“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.
“Vigilance and Ethics Officer” means an officer appointed to receive protected disclosures from whistleblowers, maintaining records thereof, placing the same before the Audit Committee for its disposal and informing the Whistle Blower the result thereof.
“Whistle Blower” is an employee or group of employees who make a Protected Disclosure under this Policy and also referred to in this policy as the complainant.
All Employees of the Company, including directors, are eligible to make Protected Disclosures under the Policy in relation to matters concerning the Company.
All Protected Disclosures should be reported in writing by the complainant as soon as possible (not later than 30 days) aŌer the Whistle Blower becomes aware of the same so as to ensure a clear understanding of the issues raised and should either be typed or written in a legible handwriting in English. The Protected Disclosure should be submitted in a closed and secured envelope and should be super scribed as “Protected disclosure under the Vigil Mechanism policy”. Alternatively, the same can also be sent through email with the subject “Protected disclosure under the Vigil Mechanism policy”. If the complaint is not super scribed and closed as mentioned above, it will not be possible for the Audit Committee to protect the complainant and the protected disclosure will be dealt with as if a normal disclosure. In order to protect identity of the complainant, the Vigilance and Ethics Officer will not issue any acknowledgement to the complainants and they are advised neither to write their name/address on the envelope nor enter into any further correspondence with the Vigilance and Ethics Officer. The Vigilance and Ethics Officer shall assure that in case any further clarification is required he will get in touch with the complainant.
Anonymous/Pseudonymous disclosure shall not be entertained by the Vigilance and Ethics Officer. The Protected Disclosure should be forwarded under a covering letter signed by the complainant. The Vigilance and Ethics Officer shall detach the covering letter bearing the identity of the Whistle Blower and process only the Protected Disclosure. All Protected Disclosures should be addressed to the Vigilance and Ethics Officer of the Company i.e. the Chairman of the Audit Committee. The contact details of the Vigilance and Ethics Officer is as under:-
| Name | Sanjeev Gupta (Independent Director and Chairman of Audit Committee) |
| Address | Jhajharia Nirman Limited, Jhajharia Mansion, Jagmal Chowk, Tikrapara, Bilaspur, Chhattisgarh, India, 495001 |
| [Email Address] |
Disclosure against the Chairman of Audit Committee should be addressed to:
| Name | Arunendra Kumar (Independent Director and Member of Audit Committee) |
| Address | Jhajharia Nirman Limited Jhajharia Mansion, Jagmal Chowk, Tikrapara, Bilaspur, Chaƫsgarh, India, 495001 |
| [Email Address] |
On receipt of the protected disclosure the Ethics officer shall detach the covering letter bearing the identity of the Whistle Blower and process only the Protected Disclosure. The record will include:
If an investigation leads the Vigilance and Ethics Officer to conclude that an improper or unethical act has been committed, the Vigilance and Ethics Officer shall report to the Audit Committee and the Chairman of the Audit Committee shall recommend to the Board of Directors of the Company to take such disciplinary or corrective action as he may 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.
The Vigilance and Ethics Officer shall submit a report to the Chairman of the Audit Committee on a regular basis about all Protected Disclosures referred to him/her since the last report together with the results of investigations, if any.
In case the subject is the Chairman/CEO of the Company, the Chairman of the Audit Committee aŌer examining the Protected Disclosure shall forward the protected disclosure to other members of the Audit Committee if deemed fit. The Audit Committee shall appropriately and expeditiously investigate the Protected Disclosure.
If the report of investigation is not to the satisfaction of the complainant, the complainant has the right to report the event to the appropriate legal or investigating agency. A complainant who makes false allegations of unethical & improper practices or about alleged wrongful conduct of the Subject to the Vigilance and Ethics Officer or the Audit Committee, shall be subject to appropriate disciplinary action in accordance with the rules, procedures and policies of the Company.
A quarterly report with number of complaints received under the Policy and their outcome shall be placed before the Audit Committee and the Board.
The complainant, Vigilance and Ethics Officer, Members of Audit Committee, the subject and everybody involved in the process shall:
No unfair treatment will be meted out to a complainant 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 the complainant. Complete protection will, therefore, be given to Whistle Blowers or complainants against any unfair practice like retaliation, threat or intimidation of termination/suspension of service, disciplinary action, transfer, demotion, refusal of promotion 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.
A Whistle Blower may report any violation of the above clause to the Chairman of the Audit Committee, who shall investigate into the same and recommend suitable action to the management.
The identity of the Whistle Blower shall be kept confidential to the extent possible and permitted under law.
Any other Employee assisting in the said investigation shall also be protected to the same extent as the Whistle Blower.
Provided however that the complainant before making a complaint has reasonable belief that an issue exists and he has acted in good faith. Any complaint not made in good faith as assessed as such by the Audit Committee shall be viewed seriously and the complainant shall be subject to disciplinary action as per the Rules / certified standing orders of the Company. This policy does not protect an employee from an adverse action taken independent of his disclosure of unethical and improper practice etc. unrelated to a disclosure made pursuant to this policy.
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.
Protection under this Policy would not mean protection from disciplinary action arising out of false or bogus allegations made by an employee knowing it to be false or bogus or with a mala fide intention.
Whistle Blowers, who make any Protected Disclosures, which have been subsequently found to be mala fide, frivolous or malicious, shall be liable to be prosecuted under Company’s Code of Conduct.
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.
A Vigil Mechanism Policy cannot be effective unless it is properly communicated to employees. Employees shall be informed through by publishing in notice board and the website of the company.
All Protected disclosures in writing or documented along with the results of Investigation relating thereto, shall be retained by the Company for a period of 7 (seven) years or such other period as specified by any other law in force, whichever is more.
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 reserves its right to amend or modify this Policy in whole or in part, at any time without assigning any reason whatsoever. However, no such amendment or modification will be binding on the Employees and Directors unless the same is notified to them in writing.