Whistle Blower Policy
This Code of Conduct is applicable to all Board Members of the Company.
Stylam Industries Limited (hereinafter "SIL") code of conduct requires Directors, officers and staff members to observe high standard of business and personal ethics in conduct of their duties and responsibilities. As Staff Members/Directors/Officers and representatives of the Company, they must practice honesty and integrity in fulfilling their responsibilities and comply with all applicable laws and regulations.
The Company seeks to encourage an open, ethical and compliant culture and welcomes Employees sharing their genuine concerns regarding substantive risks, wrong doing or non compliance to help achieve this aim.
Section 177 of Companies Act, 2013 read with Rule of The Companies(Meeting of Board and its Power), 2014 and the revised Corporate Governance norms(Clause 49),of Listing Agreement, issued by SEBI require every listed company to establish a vigil mechanism(Whistle Blower Policy)for Directors and Employees to report genuine concerns about unethical behavior, actual or suspected, fraud or violation of the company's code of conduct or ethics policy.
It has also been prescribed that the vigil mechanism should also provide for adequate safeguards against victimization of persons who use such mechanism and should have provisions for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.
This Whistle Blower Policy is framed in context of these statutory requirements and to put in place an appropriate framework for this purpose.
The policy is formulated to provide an opportunity to employees to report to the management without necessarily informing their supervisors instances of unethical behavior, actual or suspected, fraud or violation of the company's code of conduct or ethics policy. It is to provide necessary safeguards for protection of employees from reprisals or victimization.
The policy governs reporting and investigation of allegations of suspected serious irregularities within the Company. This policy assures protection to the staff Members/Directors/Officers raising a concern about such irregularities from any negative consequences. In all instances, SIL retains the prerogative to determine when circumstances warrant an investigation and, in conformity with this Policy and applicable laws and regulations, the appropriate investigation process would be followed.
This Policy recognizes the possibility for leakage or abuse of information relating to complaints which may risk damaging reputations. The Policy therefore requires the strictest confidentiality to be maintained in all respects (i.e. that there is an allegation, what is alleged, who has or may have made the allegation and against whom) and by all parties. It is further clarified that the Policy neither releases Employees/Directors/Officers from their duty of confidentiality in the course of their work, nor is it a route for taking up grievances about personnel matters, for which the separate grievance redressal mechanism should be used. Requests of a personal nature shall not be entertained through this mechanism and any complaints which are found to be motivated may lead to the invocation of disciplinary procedures as per Company policies.
All the employees of the "STYLAM INDUSTRIES LIMITED".
This Policy is for the Directors and the Employees as defined hereinafter.
The policy intends to cover serious concerns that could have grave impact on the operations and performance of the business of the Company. 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.
I."Director" means a Director on the board of the Company whether whole-time orotherwise
- "Director" means a Director on the board of the Company whether whole-time orotherwise
- "Disciplinary Action" means anyaction that can be taken on the completion of /during the investigation proceedings including but not limiting to a warning, imposition of fine, suspension from official duties or any such action as is deemed to be fit considering the gravity of the matter.
- "Employee"means every employee of the Company (whether working in Head office or Factory)
- "Protected Disclosure" means a concern raised by a written communication made in good faith that discloses or demon strates information that may be evidence of unethical or improper activity. Protected Disclosures should be factual and not to be speculative in nature.
- "Subject" means a person or group of persons a gainst or in relation to whom a Protected Disclosure is made or evidence gathered during the course of an investigation under this Policy.
- "Whistleblower" is someone who makes a Protected Disclosure under this Policy.
- "Whistle Committee" or "Committee" means a Committee of persons who are nominated/appointed to conduct detailed investigation of the disclosure received from the whistleblower and recommend disciplinary action. Currently,the CFO and CIO are nominated as members of Whistle Committee.
- "Company" means, "Stylam Industries Limited."
- "Good Faith": An employee shall be deemed to be communicating in "good faith? if there is a reasonable basis for communication of unethical and improper practices or any other alleged wrongful cond uct. Good Faith shall be deemed lacking when the employee does not have personal knowledge on a factual basis for the communication or where the employee knew or reasonably should have known that the communication about the unethical and improper practices or alleged wrongful conduct is malicious, false or frivolous.
- "Policy or This Policy" means, "Whistleblower Policy."
- "Unethical and Improper Practices" means-
- Abuse of authority
- Breach of contract
- Negligence causing substantial and specific danger to public health and
- Manipulation of company data/records
- Financial irregularities, including fraud, or suspected fraud
- Criminal offence
- Pilferation of confidential/propriety information
- Deliberate violation of law/regulation
- Wastage/misappropriation of company funds/assets
- Breach of employee Code of Conduct/Ethics Policy or Rules
- Any other unethical, biased, favoured, imprudent event
Terms that have not been defined in this Policy shall have the same meaning assigned to them in the Companies Act, 2013 and/or SEBI Act and/or any other SEBI Regulation(s) as amended from time to time.
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 Senior Managerial Personnel access to the "Whistle Committee" and in ex ceptional 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 "Whistle Committee" or to the Audit Committee. Any employee against whom any adverse personnel action has been taken due to his disclosure of information under this policy may approach the Audit Committee.
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, upto 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 in dependent of any disclosure of information by him and for legitimate reasons or cause under Company rules and policies.
Disclosure & Maintenance of Confidentiality
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 through the-mail addressed to 'audit [email protected] Confidentiality of whistle blower shall be maintained to the greatest extent possible.
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 a Whistle Blower 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.
Any employee who observes any unethical & improper practices or alleged wrongful conduct shall make a disclosure to the Head of Department or in case it involves Managerial Personnel to the "Whistle Committee" and in exceptional cases to the Audit Committee as soon as possible but not later than 45 cons ecutive calendar days after becoming aware of the same.
The Departmental Head/ Managing Director in case the whistle blower is Sr. Management cadre Employee, shall immediately forward Whistle Blower Report to the Whistle Commit tee of the Company. The Whistle Committee may inquire in respect of the Whistle Blower Report and after preliminary inquiry, if required, shall report the same to the Audit Committee.
Audit Committee shall appropriately and expeditiously investigate all whistle blower reports received. In this regard, Audit Committee, if the circumstances so suggest, may appoint a senior executive or a committee of managerial personnel to investigate into the matter and prescribe the scope and time limit therefore.
Audit Committee shall have right to outline detailed procedure for an investigation.
Where the Audit Committee has designated a senior executive or a committee of managerial personnel for investigation, they shall mandatorily adhere to scope and procedure outlined by Audit Committee for investigation.
The Audit Committee or officer or committee of managerial personnel, as the case may be, shall have right to call for any information/document and examination of any employee of the Company or other person(s), as they may deem appropriate for the purpose of conducting investigation under this policy.
A report shall be prepared after completion of investigation and the Audit Committee shall consider the same.
After considering the report, the Audit Committee shall determine the cause of alleged Adverse Personnel action and may order for remedies which may inter-alia include:
Order for an injunction to restrain continuous violation of this policy;
Reinstatement of the employee to the same position or to an equivalent position;
Order for compensation for lost wages, remuneration or any other benefits, etc.
The decision of Audit Committee shall be final and binding.
If and when the Audit Committee is satisfied that the alleged unethical & improper practice or wrongful conduct existed or is in existence, then the Audit Committee may-
- Recommend to Board to reprimand, take disciplinary action, impose penalty/punishment order recovery when any alleged unethical & improper practice or wrongful conduct of any employee is proved.
- Recommend termination or suspension of any contract or arrangement or transaction vitiated by such unethical & improper practice or wrongful conduct
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, h arassment, 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 m aking 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.
The identity of the Whistle Blower shall be kept confidential.
The Whistle Blower, the Subject, the Whistle Office r 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 anyone is found not complying with the above, he/ sh e shall be held liable for such disciplinary action as is considered fit.
A quarterly report with number of complaints received under the Policy and their outcome shall be placed before the Audit Committee and the Board.
All departmental heads are required to notify & communicate the existence and contents of this policy to the employees of their department. Every departmental head shall submit a certificate duly signed by him to the Compliance Officer/Committee that this policy was no tified to each employees of his department. The new employees shall be info rmed about the policy by the HR department.
The company is entitled to amend, suspend this policy at any time. The same shall be made available at the HR Department of the Company.