Section 177(9) of the
Companies Act, 2013 and Rule 7 of 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 genuine concerns or grievances in such manner
as may be prescribed. In compliance with the Companies Act, 2013, Asirvad Micro
Finance Limited (AMFL) being a Company having borrowed money from Banks in
excess of 50 Crores rupees, established a Vigil (Whistle Blower) Mechanism.
Asirvad Micro Finance
Limited has formulated the policy that should govern the actions of the
Company, Directors and its employees. Any actual or potential violation of the
policy, howsoever insignificant or perceived as such, would be a matter of
serious concern for the Company.
Objective
The Vigil (Whistle Blower)
Mechanism aims to provide a channel to the Directors and employees to report
genuine concerns about unethical behaviour, actual or suspected fraud or violation
of the Codes of Conduct or Policy.
The Company aims to propagate
a culture for maintaining the highest standard of conduct and professionalism.
To achieve this, the Company has formulated this policy that will provide
guidelines and assignment of responsibility for the development and maintenance
of controls, the conduct of investigations, awareness training for the
employees. The Company would perceive any actual or potential fraud, however
insignificant or perceived as such, very seriously.
This policy seeks to :
- Provide
an independent, high-level forum by means of the Vigilance/ Disciplinary
Committee and vigilance officer for employees and Business Associates to raise
concerns and complaints about fraudulent practices such as:
- Misappropriation
of funds and assets
- Corruption
- Financial
Statement Fraud
- Breach
of Business Integrity and Ethics
- Establish
a fair and equitable inquiry process and redressal mechanism
- Provide
through the vigilance officer and the Vigilance /Disciplinary Committee, a
forum to review and investigate such concerns and give appropriate feedback on
action taken.
Reassure employees and Business Associates raising
the concerns, that each one utilizing the process will be fully protected
against possible reprisals, intimidation, coercive action, dismissal, demotion
or victimization when a serious and genuine concern of fraud has been reported
in good faith.
Applicability
This policy is applicable to
all Directors, employees as well as its business associates interacting with AMFL.
All frauds or suspected frauds shall be investigated in accordance with the
provisions provided in this policy and other related policies.
The policy in vernacular language shall be displayed
in all branches.
SECTION 2 : POLICY CONTENT
Who can raise concern
All stakeholders, including Directors,
individual employees and their representative bodies of the Company, are
eligible to make Protected Disclosures under the Policy. The Protected
Disclosures may be in relation to matters concerning the Company.
A person wishing to raise a
concern to the Vigilance officer, either verbally or in writing by providing
the following information such as –
i. Background
ii. History
of the fraud
iii. Grounds
for raising the concern
iv. Identity
of the Subject or subjects
v. Documentary
evidence, wherever available
Protected Disclosures shall
be factual and not speculative or in the nature of a conclusion, and shall
contain as much specific information as possible to allow for proper assessment
of the nature and extent of the concern and the urgency of a preliminary
investigative procedure. The complaints may be submitted in either of these
forms.
Investigation Process
All Protected Disclosures
should be reported in writing by the complainant as soon as possible, not later
than 30 days after the Whistle Blower becomes aware of the same and should
either be typed or written in legible handwriting in English. The Protected
Disclosure should be submitted with a covering letter signed by the complainant
in a closed and secured envelope and should be super scribed as “Protected
disclosure under the Vigil (Whistle Blower) Mechanism” or sent through email
with the subject “Protected disclosure under the Vigil (Whistle Blower) 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.
The contact details of the
Vigilance Officer are as under:-
Company Secretary
Asirvad Micro Finance Limited,
9th and 10th Floor, No-9, Club House Road, Anna Salai, Chennai 600 002.
Email: cs@asirvad.in
Chairman of Audit Committee
Mr.Desh Raj Dogra
Flat No. 402 Somerest, Hiranandani Gardens, Powai Mumbai 400076 MH IN
Email id: whistleblower@asirvad.in
The policy provides for an investigation and resolution process in 3 stages :
Stage 1 – Initial Review
Stage 2 – Preliminary Investigation
Stage 3 – Detailed Investigation
Stage 4 – Reporting
There shall be no reprisals against anyone because he or she, in good faith, reports a fraud or susceptive fraud.
Protection / Immunity
Protection shall be given to
whistleblowers 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 Whistleblower’s right to continue to perform his
duties/functions including making further Protected Disclosure. If the
whistleblower is required to be a witness in criminal proceedings, the Company
shall arrange for legal advice and physical protection to the Whistleblower.
The identities of whistleblower and subject shall be kept confidential to the
extent possible, subject to the needs of the investigation or law. Any other
employee assisting in the said investigation shall also be protected to the
same extent as the Whistleblower.
Disqualifications
Protection under this policy would not mean protection from disciplinary action arising out of false or bogus allegations made by a whistleblower knowing it to be false or bogus or with a malafide intention. While it will be ensured that genuine Whistleblowers are accorded complete protection from any kind of unfair treatment as set out herein, any abuse of this protection will warrant disciplinary action.
Timelines
The following activities
shall be performed within the timelines mentioned below: Activity Timelines (from
the date of receipt of concern)
Initial Review – 3 working days
Preliminary interview – 7 working days
Detailed Investigation – 30 working days Reporting to Audit Committee – 60 working days
POLICY IMPLEMENTATION
Implementation Framework
Approval
- Responsibility
– Board of Directors
- Procedure
– This policy and any subsequent modifications to this would only become
enforceable upon appropriate approval of the Board. The date on which this
policy or any such modification becomes enforceable shall be clearly stated
with the approval.
Decision and reporting
If an investigation leads to a conclusion that an improper or unethical act has been committed, the Chairman of the Audit Committee shall recommend to the Board of Directors of the Company to take such disciplinary or corrective action as it may deem fit. 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. A quarterly report with number of complaints received under the Policy and their outcome shall be placed before the Audit Committee and the Board. A complainant who makes false allegations of unethical & improper practices or about alleged wrongful conduct of the Subject to the Vigilance Officer or the Audit Committee shall be subject to appropriate disciplinary action in accordance with the rules, procedures and policies of the Company.
Confidentiality
The complainant, Vigilance Officer, Members of Audit Committee, the Subject and everybody involved in the process shall maintain confidentiality of all matters under this Policy, discuss only to the extent or with those persons as required under this policy for completing the process of investigations and keep the papers in safe custody.
Communication
Directors and Employees
shall be informed of the Policy by publishing on the website of the Company.
Amendment
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 Directors and employees unless the same is not
communicated in the manner described as above.
