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    Vigil Mechanism

    WHISTLE BLOWER AND VIGIL MECHANISM POLICY

    Objective

    The objective of this policy is to provide a framework to employees to report, in good faith, any unethical and improper practices or any other alleged wrongful conduct observed by them in the Organization and to protect employees who raise such concerns about serious irregularities within the Organization.

    Scope

    This policy is applicable to all employees of Merino Industries Limited.

    Policy Details

    1. Definitions

    • Protected Disclosure: A concern raised by a written communication made in good faith that discloses or demonstrates information that may evidence unethical or improper activity
    • Subject: A person against or in relation to whom a Protected Disclosure is made or evidence gathered during the course of an investigation
    • Whistle Blower: Someone who makes a Protected Disclosure under this Policy
    • Vigilance Officer: Is a person nominated or appointed by the Audit Committee to receive protected disclosures, maintaining records thereof, placing the same before the audit committee for its disposal and informing the person disclosing the result thereof
    • Audit Committee: Refers to the Audit Committee of the Company constituted by the Board of Directors in accordance with Section 177 of the Companies Act, 2013
    • Employee: For the purposes of this policy will include every person working for the Company (whether working in India or abroad), either as full time, or part time, or on contractual assignment
    • Company: Refers to Merino Industries Limited
    • Code: Refers to the Code of Conduct
    • Investigators: Includes persons appointed, authorized or consulted by the Chairman of the Audit Committee and includes the Auditors of the Company and Police

    2. Coverage of Policy

    The Policy covers malpractices and events that have taken place or is suspected to take place involving one or any of the below:

    • Abuse of authority
    • Breach of contract
    • Negligence causing substantial and specific danger to public health and safety
    • Manipulation of Organization‘s data/records
    • Financial irregularities, including fraud, or suspected fraud
    • Criminal offence
    • Pilferage of confidential/propriety information
    • Deliberate violation of law/regulation
    • Wastage/misappropriation of Company funds/assets
    • Breach of employee Code of Conduct or Rules
    • Any other unethical, biased, favoured, imprudent act or omission

    The policy should not be used in place of the Grievance Redressal Procedures or be a route for raising malicious or unfounded allegations against colleagues

    3. Procedure for Disclosure

    • A Whistle Blower may send a letter by marking "Personal and Confidential" in bold letters on the front of the envelope. The envelope is to be addressed to: The Vigilance Officer, 70, KLJ Complex-2, Second Floor, Moti Nagar, New Delhi-110015.
    • If making a complaint through email, the email should be addressed to the [email protected] with subject “Protected Disclosure under the Vigil Mechanism Policy”
    • If the Whistle Blower has sent an email and does not receive a reply mail within 7 days, then it should be assumed that such email has not been delivered due to computer filtering activities and alternate mode of contact should be used
    • Employees can make Protected Disclosure to Vigilance Officer, as soon as possible but not later than 30 consecutive days after becoming aware of the concern
    • Whistle Blower must put his/her name to allegations. Concerns expressed anonymously will not be investigated
    • The Organization will protect the Whistle Blower by:
      • Ensuring that the Whistle Blower and/or the person processing the Protected Disclosure is not victimized for doing so
      • Treating victimization as a serious matter and initiating disciplinary action on such person(s)
      • Ensuring complete confidentiality for the Whistle Blower
      • Not attempting to conceal evidence of the Protected Disclosure
      • Taking disciplinary action, if any one destroys or conceals evidence of the Protected Disclosure made/to be made

    4. Protected Disclosure Enquiry Process

    • The Vigilance Officer will forward the concern to the HOD - HR. The Name of the Whistle Blower shall not be disclosed to the HOD – HR
    • In case the concern is against the HOD - HR, the Vigilance Officer would forward the concern directly to the Managing Director
    • If initial enquiries by the HOD - HR indicate that the concern has no basis, or it is not a matter which requires investigation to be pursued under this Policy, it may be dismissed at this stage and the decision is documented
    • Where initial enquiries indicate that further investigation is necessary, the same will be overseen by Audit Committee and the committee may delegate the same to such officer(s) as it may deem fit
    • The decision of the Audit Committee would be final in this regard

    5. Reporting Responsibility

    Every employee of the Company is responsible to comply with the provisions of the Code of Conduct and Business Ethics and therefore, to report violations or suspected violations in accordance with this Policy. The report should be made immediately at the time such violation or suspected violation comes to their notice

    6. No Retaliation

    Employee of the Company who in good faith reports a violation will not be subjected to humiliation, harassment or retaliation. Any employee who retaliates against a Whistle Blower will be subjected to disciplinary action, which may result in termination of employment

    7. Discrimination by Employer Prohibited

    The Company will not knowingly discriminate or retaliate against an employee who in good faith:

    • Reported verbally or in writing , any criminal activity by any person
    • Reported verbally or in writing, any activity or violation within the organization which may eventually bring criminal charges against any person
    • Co-operated with a law enforcement agency or authority for criminal investigation

    8. Acting in Good Faith

    Any employee filing a complaint must be acting in good faith. The term 'Good Faith' means that a person has a reasonable belief that the disclosure made is true and not misleading and has not been made out of malice, jealousy, for personal gain or any other ulterior means

    9. Disqualifications

    • 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 Code of Conduct Policy of the Company

    10. Investigation

    • All Protected Disclosures reported under this policy will be thoroughly investigated by the Vigilance Officer who will investigate or oversee the investigations under authorization of the Audit Committee. If circumstances warrant so, the Chairman of the Audit Committee may consider involving any investigator for the purpose of investigation
    • Subjects shall be duty bound to cooperate with the Vigilance Officer of the Company during the course of any investigation. While the process of investigation is running, the identity of the Subject should be kept confidential to the extent possible subject to the provisions of the law
    • The investigation shall be completed normally within 60 days from the date of receipt of the Protected Disclosures

    11. Secrecy and Confidentiality

    The Whistle Blower, the Subject, and Everyone Else involved in the process will:

    • 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, (s)he shall be held liable for such disciplinary action as is considered fit

    12. Decision

    Where any investigation leads the Audit Committee to conclude that an unethical act or fraud has been committed, the Chairman of the Audit Committee shall recommend to the management of the Company to take such disciplinary or corrective action as the Chairman of the Audit Committee deems fit

    Policy 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

    Policy DOA

    The HOD- HR is the owner of these policy guidelines. For any clarification, please contact email: [email protected]