CODE OF PRACTICES AND PRCODEURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENITIVE INFORMATION UNDER REGULATION 8(1) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (PROHIBITION OF INSIDER TRADING) REGULATIONS, 2015
1. INTRODUCTION
As a part of effective Corporate Governance, Whistle Blower Policy has been mooted in terms of which Chadha Papers Limited has established a vigil mechanism for staff members and Directors of the Company to report, in good faith, to the Audit Committee, concerns about the unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct.
Sub section (9) & (10) of Section 177 of the Companies Act, 2013 and Regulation 22 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 provides a mandatory requirement for all listed companies to establish a mechanism called “Vigil Mechanism (Whistle Blower Policy)” for all the Directors and employees of the Company to report their genuine concerns to the management.
In its endeavor to provide its Directors and Employees a secure and a fearless working environment, M/s Chadha Papers Limited has adopted the Vigil Mechanism w.e.f 1st October, 2014, a channel through which the Directors and Employees of the Company have a secure mechanism to report genuine concerns including any unethical behavior, actual or suspected frauds taking place in M/s BLB Limited for appropriate action or reporting.
With the coming in force of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, there is requirement to amend the existing policy. This amended Policy will be applicable to the Company w.e.f. 30th May, 2016.
Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 prescribes as follows:
1. Every listed company and the companies belonging to the following class or classes shall establish a vigil mechanism for their directors and employees to report their genuine concerns or grievances-
(a) the Companies which accept deposits from the public;
(b) the Companies which have borrowed money from banks and public financial institutions in excess of fifty crore rupees.
(b) the Companies which have borrowed money from banks and public financial institutions in excess of fifty crore rupees.
2. The companies which are required to constitute an audit committee shall oversee the vigil mechanism through the committee and if any of the members of the committee have a conflict of interest in a given case, they should recuse themselves and the others on the committee would deal with the matter on hand.
3. In case of other companies, the Board of directors shall nominate a director to play the role of audit committee for the purpose of vigil mechanism to whom other directors and employees may report their concerns.
4. The vigil mechanism shall provide for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provide for direct access to the Chairperson of the Audit Committee Jaypee Infratech Limited -Vigil Mechanism/ Whistle Blower Policy For internal use only or the director nominated to play the role of Audit Committee, as the case may be, in exceptional cases.
5. In case of repeated frivolous complaints being filed by a director or an employee, the audit committee or the director nominated to play the role of audit committee may take suitable action against the concerned director or employee including reprimand.
3. In case of other companies, the Board of directors shall nominate a director to play the role of audit committee for the purpose of vigil mechanism to whom other directors and employees may report their concerns.
4. The vigil mechanism shall provide for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provide for direct access to the Chairperson of the Audit Committee Jaypee Infratech Limited -Vigil Mechanism/ Whistle Blower Policy For internal use only or the director nominated to play the role of Audit Committee, as the case may be, in exceptional cases.
5. In case of repeated frivolous complaints being filed by a director or an employee, the audit committee or the director nominated to play the role of audit committee may take suitable action against the concerned director or employee including reprimand.
2. OBJECTIVE
Compliance with Rules and Regulations: Our Organization has responsibility to all its stakeholders to conduct its affairs in compliance with the laws and regulations to which it is subject. Following ethical practices besides compliance with the laws and regulations, instills confidence in its employees, customers and others who conduct business with us.
Promoting Honesty & Integrity: In our Organization, we do the business with integrity of our products, services and personal character. We don’t seek business by trying to corrupt the judgment of our customers. We act with honesty, fairness, respect & safety furthering a culture of unquestioned integrity, which in turn strengthens relationship across businesses and functions.
Promoting Culture of openness: Whistle-Blower policy is a vigil mechanism, which will encourage employees and directors disclosing fraud or corruption to the Audit Committee thereby encouraging a culture of openness within the organization.
3. DEFINITIONS
Audit Committee: Audit Committee means a Committee constituted by the Board of Directors of the company in accordance with Section 177 of the Companies Act, 2013 read with Regulation 22 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Audit Committee shall conduct detailed investigation of the disclosure received from the whistleblower on its own or it may authorize investigators fit for the purpose of investigation and recommend disciplinary action.
Disciplinary Action: Disciplinary Action means any action 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: Every employee of the Company (whether working in India or abroad), including the Directors in the employment of the Company.
Investigators: Persons authorized, consulted or approached by the Chairman of the Audit Committee – Includes the auditors of the Company and the police.
Whistle blower: An individual employee, employees of other agencies deployed for the Company’s activities, whether working from any of the Company’s offices or any other location, channel partner, business associate or a customer of the organization, directors of the company who makes a Protected Disclosure, keeping the organization’s interests in mind.
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. Protected Disclosures should be factual and not speculative in nature.
4. APPLICABILITY
This policy is applicable for all the employees and Directors of the Company
5. SCOPE OF THE POLICY
The Policy is an extension of the Code of Conduct of Directors & Senior Management and covers disclosure of any unethical and improper or malpractices and events which have taken place/ suspected to take place involving:
(i) Abuse of Authority
(ii) Breach of Contract
(iii) Negligence causing substantial and specific danger to public health and safety
(iv) Manipulation of Company data/records
(v) Financial irregularities, including fraud, or suspected fraud
(vi) Criminal offence
(vii) Pilferage of confidential / propriety information
(vii) Deliberate violation of laws /regulations
(ix) Wastage/misappropriation of company funds/assets
(x) Breach of employee Code of Conduct or Rules.
(ii) Breach of Contract
(iii) Negligence causing substantial and specific danger to public health and safety
(iv) Manipulation of Company data/records
(v) Financial irregularities, including fraud, or suspected fraud
(vi) Criminal offence
(vii) Pilferage of confidential / propriety information
(vii) Deliberate violation of laws /regulations
(ix) Wastage/misappropriation of company funds/assets
(x) Breach of employee Code of Conduct or Rules.
6. RESPONSIBILITY
The Audit Committee of the Company will be responsible for the purpose of receiving all complaints under this policy and ensuring appropriate action.
7. PROTECTION FOR WHISTLE BLOWERS
(a) The Audit Committee is responsible to ensure that the identity of the Whistle Blower is kept strictly confidential. However, in situations where the information provided may lead to uncovering some major issues, which are legal/ criminal in nature the informer’s identity may have to be produced before the Police Authorities or in a Court of Law. In such cases, the above are responsible for ensuring that the identity of the whistleblower(s) are produced only to the relevant authorities and to no-one else.
(b) 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 practices 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 Blowers right to continue to perform his duties/functions including making further Protected Disclosure.
(c) 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.
(d) Any other employee assisting in the said investigation shall also be protected to the same extent as the Whistle Blower.
(b) 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 practices 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 Blowers right to continue to perform his duties/functions including making further Protected Disclosure.
(c) 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.
(d) Any other employee assisting in the said investigation shall also be protected to the same extent as the Whistle Blower.
8. PROCESS GUIDELINES: MODE OF REPORTING
(a) Employees/Directors can make Protected Disclosure to The Vigilance Department, as soon as possible but not later than 30 consecutive days after becoming aware of the same.
(b) Protected disclosure can be made by letter/ e-mail, telephonically or in person. However, all reports are encouraged to be made in writing/email, so as to ensure clear understanding of the issues raised. Oral or telephonic conversation should be followed by e-mail or by a letter.
(c) Concerns can be e-mailed to: [email protected]
or
Can be addressed to the Audit Committee by a letter to the below mentioned Address:-
Chadha Estate Nanital Road,
Bilaspur, Rampur,
Uttar Pradesh-244921
(d) Whistle Blower shall mention his/her name and put his/her signatures to the Disclosure.
(e) Concerns expressed anonymously will not be encouraged.
(f) Where initial enquiries indicate that further investigation is necessary, this will be carried through Investigation Committee nominated by the Audit Committee for this purpose. 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.
(g) Name of the Whistle Blower shall not be disclosed to the Investigation Committee
9. ACTIONS TO BE TAKEN BY THE INVESTIGATION COMMITTEE
The Investigating Officer shall have the right to access all the information and records, maintained both in the hard and soft copies, inclusive of the Desktops, Laptops, etc.
The Committee shall make a detailed written record of the Protected Disclosure. The record will include the following:
(1) Facts of the matter;
(2) Whether the same Protected Disclosure was raised previously by anyone, and if so, the outcome thereof;
(3) Whether any Protected Disclosure was raised previously against the same investigation subject. The financial/ otherwise loss which has been incurred / would have been incurred by the Company.
(4) Findings of the Committee;
(5) The recommendations of the Committee on disciplinary/other action(s).
(6) The Committee shall finalize and submit the report to the Audit Committee within 15 days of being nominated/appointed.
(2) Whether the same Protected Disclosure was raised previously by anyone, and if so, the outcome thereof;
(3) Whether any Protected Disclosure was raised previously against the same investigation subject. The financial/ otherwise loss which has been incurred / would have been incurred by the Company.
(4) Findings of the Committee;
(5) The recommendations of the Committee on disciplinary/other action(s).
(6) The Committee shall finalize and submit the report to the Audit Committee within 15 days of being nominated/appointed.
Depending upon the seriousness of the matter, the Investigation committee may refer the matter to the Audit Committee with proposed disciplinary action/counter measures. In case the Audit Committee thinks that the matter is too serious, it can further place the matter before the Chairman of the Audit Committee with its recommendations. The Chairman may decide the matter as it deems fit.
10. PREVENTION OF MISUSE OF POLICY
(a) The Protected Disclosure made by the Whistle Blower must be genuine with adequate supporting proof. The information provided by the whistle blower should be on the basis of a direct first-hand experience of the whistle blower. It should not be based on any secondary source such as grapevine or any other form of informal communication.
(b) A Whistle Blower may report any violation of the above clause to the Chairman of the Audit Committee, who all investigate into the same and recommend suitable action to the management.
11. REVIEW OF THE POLICY
The Policy shall be reviewed based on further regulatory guidelines and operational experience. The Management has the right to amend or modify this Policy in whole or in part, at any time without assigning any reason, whatsoever.
11. 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.