In the Companies Act, 2013 under Section 177, every listed company or such class of companies, as may be prescribed shall establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed. Such a vigil mechanism shall provide for adequate safeguards against victimisation of persons who use such mechanism and make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.
Being prescribed class of companies, KPL International Limited has established a Vigil Mechanism and formulated this Whistle Blower Policy, effective 06.01.2017.
The Whistle Blower Policy (Vigil Mechanism) of the Company provides a channel to the Directors and the employees to report to the management, the concerns about unethical behaviour, actual or suspected fraud or violation policies of the Company. The mechanism provides for the manner of reporting, safeguards against victimization of person who uses such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.
This neither releases Directors and the employees from their duty of confidentiality in the course of their work nor can it be used as a route for raising malicious or unfounded allegations against people in authority and/or colleagues in general.
This policy covers malpractices and events which have been taken place/ suspected to have taken place, misuse or abuse of authority, fraud or suspected fraud, violation of company rules, manipulations, negligence causing danger to public health and safety, misappropriation of monies, and other matters or activity on account of which the interest of the Company is affected and formally reported by whistle blowers.
Protected disclosures should be reported in writing by the complainant as soon as possible after 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 or in Hindi.
The Protected Disclosure should be submitted in a closed and secured envelope and should be super scribed as “Protected Disclosure under the Whistle Blower 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 Audit Committee will not issue any acknowledgment to the complainant and the complainants are advised neither to write the name/address of the complainant on the envelope nor to enter into any further correspondence with the Audit Committee. In case any further clarification is required, Audit Committee will get in touch with the complainant.
Anonymous/ Pseudonymous disclosure shall not be entertained by the Nodal Officer.
The protected disclosure should be forwarded under a covering letter signed by the complainant. Managing Director/ Chairman of the Audit Committee 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 Nodal Officer of the Company. The contact details of the Nodal Officer is as under:
Protected Disclosure against the Nodal Officer should be addressed to the Managing Director of the Company and the Protected Disclosure against the Managing Director of the Company should be addressed to the Chairman of the Audit Committee. The contact details of the Managing Director and the Chairman of the Audit Committee are as under:
On receipt of the protected disclosure, the Nodal Officer/ Managing Director/ Chairman of the Audit Committee shall make a record of the protected disclosure and also ascertain from the complainant whether he was the person who made the protected disclosure or not before referring the matter to the Audit Committee of the Company for further appropriate investigation and needful action. The record will include:
The Audit Committee, if deems fit, may call for further information or particulars from the complainant.
All protected disclosures under this policy will be recorded and thoroughly investigated. The Audit Committee may investigate and may at its discretion consider involving any other officer(s) of the Company for the purpose of investigation.
The decision to conduct an investigation taken by the Audit Committee itself is not an accusation and is to be treated as a neutral fact finding process.
Subject(s) will normally be informed in writing of the allegations at the outset of a formal investigation and have opportunities for providing their inputs during the investigation
Subject(s) shall have a duty to co-operate with the Audit Committee or any of the officers appointed by it in this regard to the extent that such cooperation will not compromise self incrimination protections available under the applicable laws.
Subject(s) have a responsibility not to interfere with the investigation. Evidence shall not be withheld, destroyed or tampered with and witness shall not be influenced, coached, threatened or intimidated by the subject(s).
Unless there are compelling reasons not to do so, subject(s) will be given the opportunity to respond to material findings contained in the investigation report. No allegation of wrong doing against a subject shall be considered as maintainable unless there is good evidence in support of the allegation.
Subject(s) have a right to be informed of the outcome of the investigations.
The investigation shall be completed normally within 90 days of the receipt of the protected disclosure and is extendable by such period as the Audit Committee may deem fit and as applicable.
Audit Committee along with its recommendations will report its findings to the Managing Director through the nodal officer within 15 days of receipt of report for further action as deemed fit. In case prima facie case exists against the subject, then the Managing Director shall take appropriate action in this regard or shall close the matter, for which he shall record the reasons. Copy of the above decision shall be addressed to the Audit Committee, the Nodal Officer, the complainant and the subject.
In case the subject is a nodal officer of the Company, the protected disclosure shall be addressed to the Managing Director, who, after examining the protected disclosure shall forward the matter to the Audit Committee. The Audit Committee after providing an opportunity to the subject to explain his position and after completion of investigation shall submit a report along with its recommendation to the Managing Director. After considering the report and recommendation as aforesaid, Managing Director shall take appropriate action in this regard or shall close the matter, for which he shall record the reasons. Copy of the above decision shall be addressed to the Audit Committee, the complainant and the subject.
In case the Subject is the Managing Director of the Company, the Chairman of the Audit Committee after 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 and take appropriate action.
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 wrongful conduct of the subject to the nodal officer of the Audit Committee shall be subject to appropriate disciplinary action in accordance with the rules, procedures and policies of the Company
The Complainant, Nodal Officer, Managing Director, Members of the Audit Committee, the subject and in the process shall: - Maintain confidentiality of all matters under this policy.
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 Blowers. Complete protection will, therefore, be given to Whistle Blowers 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 makingfurther Protected Disclosure. The Company will take steps to minimize difficulties, which the Whistle Blowermay 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. The Identity of the complainant will not be revealed unless he himself has made either his details public or disclosed his identity to any other officer or authority. In the event of the identity of the complainant being disclosed, the Audit Committee is authorized to initiate appropriate action as per extant regulations against the person or agency making such disclosure. The identity of the Whistleblower, if known, shall remain confidential to those persons directly involved in applying this policy, unless the issue requires investigation by law enforcement agencies, in which case members of the organization are subject to subpoena.
Any other person or 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 shall have reasonable belief that an issue exists and he has acted in good faith. Any complaint not made in good faith and assessed as such by the Audit Committee shall be viewed seriously and the complainant shall be subject to appropriate disciplinary action. This policy does not protect a Director or 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.
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 authorised to prescribe suitable directions in this regard.
A Whistle Blower policy cannot be effective unless it is properly communicated to Directors and employees. They shall be informed of the same by publishing in notice board or other suitable means and also posting on the website of the Company.
All Protected Disclosures documented along with the results of investigation relating thereto, shall be retained by the Nodal Officer for a period of 5 (five) years or such other period as specified by any other law in force, whichever is longer.
The Managing Director shall be responsible for the administration, interpretation, application and renew of this policy. The Managing Director shall also be empowered to bring about necessary changes to this Policy, if required, with the concurrence of the Audit Committee.
Dated: 06.07.2021
Sd/- Managing Director
