Vigil Mechanism/Whistle Blower Policy
The Whistle Blower Policy / Vigil Mechanism aims to establish a mechanism to receive complaints relating to disclosure on any allegation of corruption or willful misuse of power or willful misuse of discretion, to report concerns about unethical behavior, actual or suspected fraud, leakage of unpublished price sensitive information or suspected leakage of unpublished price sensitive information or violation of the Code of Business Conduct and Ethics for SunitaFinlease Ltd. Board of Directors and Employees, against any employee/public servant and to inquire or cause an inquiry into such disclosure and to provide adequate safeguards against victimization of the person making such complaint subject to the disclosure or complaint being made in good faith and in a reasonable time.
(a) “Audit Committee” means the Audit Committee constituted by the Board of Directors of the Company in accordance with the provisions of Section 177 of the Companies Act, 2013 and Rules made thereunder, read with relevant provisions of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 (as amended from time to time).
(b) “Board” means the Board of Directors of Sunita Finlease Limited or SFL.
(c) “Complaint” means an expression of an improper activity, made in writing by any Director or Employee of the Company in conformity with this Policy.
(d) “Complainant” or “Whistle Blower” means a complainant who makes Protected Disclosure under this Policy.
(e) “Competent Authority” means the Chairperson of Audit Committee of the Board of Directors.
(f) “Improper Activity” means any activity by an employee of the Company that is undertaken in performance of his or her official duty, whether or not that act is within the scope of his or her employment, and that is in violation of any law or the provisions of Company’s Code of Conduct applicable to the employees, including but not limited to corruption, bribery, theft, misuse of Company’s property, fraudulent claim, actual or suspected fraud, willful omission to perform duty, actual or suspected leakage of unpublished price sensitive information etc.
(g) “Protected Disclosures” means a bona-fide communication of any improper activity in relation to the matters concerning the Company, raised by a Director / Employee of the Company through a written communication and made in good faith. The protected disclosure should be factual and not speculative or in the nature of an interpretation / conclusion and should contain as much specific information as possible to allow for proper assessment of the nature and extent of the concern.
Who Can Make Disclosure
Under the Whistle Blower Policy, any Director on the Board of IFCI, employees of IFCI can make Protected Disclosure under this Policy.
Protection to Whistle Blower
Under Whistle Blower Policy, SFL shall ensure that the person who has made a Protected Disclosure under the Policy or rendered assistance in inquiry under the Policy, is not victimized by initiation of any proceedings or otherwise, merely on raising alarm over an act of corruption, misuse of power or discretion, to report concerns about unethical behavior, actual or suspected fraud, leakage of unpublished price sensitive information or suspected leakage of unpublished price sensitive information or violation of the Code of Business Conduct and Ethics for SFL’s Board of Directors and Employees in SFL. The identity of the Whistle Blower will not be revealed unless the complainant himself has made the details of the complaint either public or disclosed his identity to any other office or authority.
The protection is available provided that:
The disclosure/ complaint has been made in good faith.
The complainant/ Whistle Blower is not acting for personal gain
The complainant/ Whistle Blower reasonably believe that information or any allegation contained in the complaint / disclosure, is substantially true..
If the employee raising alarm as whistle blower, is aggrieved by any action on the ground that he is being victimized due to the fact that he had filed a complaint or disclosure, he may file an application before the Chairman, Audit Committee, for seeking redressed in the matter, who shall take such action as deemed fit. Despite this if the Chief Vigilance Officer of SFL is of the opinion that either the complainant or the witnesses need protection, he shall take up the matter with the Central Vigilance Commission.
However, if the complaint is found to be vexatious or misleading, the Competent Authority may direct proceedings against the complainant.
Reporting Leakage of Unpublished Price Sensitive Information or Suspected Leakage of Unpublished Price Sensitive Information
Any person becoming aware of any leakage of Unpublished Price Sensitive Information or any suspected leakage of Unpublished Price Sensitive Information can report of event, as per the procedure prescribed in this Policy.
Procedure for Disclosure / Complaint under Vigil Mechanism
SFL will have the responsibility of keeping the identity of the directors, employee making disclosure as confidential. Hence, the person making any protected disclosure should comply with the following aspects:
1-The complaint should be in a closed/secured envelope addressed to the Director, Audit Committee of Board as under.
Audit Committee of Directors
SunitaFinlease Ltd, GE Road, Raipur- 492006
2 - The envelope should be super scribed “Protected Disclosure under the Whistle Blower Policy”. If the envelope is not super scribed and closed, it may not be possible to protect the identity of person making disclosure under this Policy and the complaint will be dealt with as per the normal complaint policy of the organization. The complainant should give his/her name and address in the beginning or end of complaint or in an attached letter. Any particulars w.r.t, Name, Address, etc. which may disclose the identity of the complainant shall not be mentioned on the envelope.
3 - Anonymous/pseudonymous complaints shall not be entertained.
4- The text of the complaint should be carefully drafted so as not to give any details or clue to his/her identity. However, the details of the complaint should be specific and verifiable.
5 - In order to protect identity of the person, SFL will not issue any acknowledgement and the whistle-blowers are advised not to enter into any further correspondence with SFL in their own interest. SFL assures that, subject to the facts of the case being verifiable, it will take necessary action, as provided in the Policy. If any clarification is required, SFL will get in touch with the complainant.
6 - Whistle blower should refrain from sending reminder or seeking further development/ action taken regarding disclosure made by him so as to protect his/her identity.
7 - An employee who knowingly makes false allegations under this Policy, shall be subject to disciplinary action and will not be protected under the Whistle Blower Policy.
8 - The Whistle Blower shall also declare that he / she has not made any complaint on the same subject matter to any outside Authority / Agency or under any other available mechanism provided by the Company.
9 - No action on the complaint shall be initiated in case the identity of the complainant is not provided or the same is found to be false or incorrect.
Amendment of Vigil/Whistle Blower Policy
SFL reserves the right to amend or modify this Policy in whole or in part, at any time without assigning any reason whatsoever.
Responsibility for implementation
The Audit Committee of Directors of IFCI shall have the responsibility for overseeing the Vigil Mechanism in SFL.
Publicity on Website.
This Whistle Blower Policy shall be placed on website and circulated through intranet for awareness among employees of SFL.