The Vigil Mechanism (Whistle Blower) is to ensure highest ethical, moral and business standards in the course of functioning and to build a lasting and strong culture of Corporate Governance within the Company.
The purpose of the Document is to establish a vigil mechanism policy for all the directors and employees of the Company and thus formulated policy in order to provide a framework for responsible and secure whistle blowing/ Vigil mechanism.
Confidentiality Mechanism of Whistle Blower
Protection to Whistle Blower
Mechanism for Action / Reporting
Section 177 of the Companies Act, 2013 read with Rule 7 of Companies (Meeting of Board and its Power) Rules, 2014 inter alia states that every (a) listed company (b) company which accept deposits from public (c) company which have borrowed money from banks and financial institutions in excess of fifty crores rupees shall establish a vigil mechanism for the directors and employees to report genuine concerns or grievances. The vigil mechanism provides a channel especially to the employees of the Company to report to management, concerns about unethical behavior, actual or suspected fraud or violation of the codes of conduct or ethics policy. Such mechanism is intended to provide for adequate security against victimization of employees who may use such mechanism and make provision for direct access to top level management of the Company.
At Kinara Capital Private Limited (formerly known as Visage Holdings and Finance Private Limited), we are committed to conducting its business in accordance with applicable laws, rules and regulations and the highest standards of business ethics, honesty, integrity and ethical conduct. However, the possibility of malpractices occurring in an organization’s operations can never be ruled out and ignorance of this possibility demonstrates poor corporate governance with potentially disastrous consequences. Therefore, one of the cornerstones of good corporate governance is the existence of a mechanism which lays down the principles and standards that should govern the actions of the Company, its Directors and Employees and investigates complaints of malpractices with fairness.
The definitions of some of the key terms used in this policy are given below:
Act means the Companies Act, 2013 and Rules framed thereunder, as amended from time to time.
Audit Committee – constituted under section 177 of the Companies Act 2013.
Investigators mean those persons authorized, appointed, consulted or approached by the Audit Committee and the police.
Protected Disclosure means a written communication, whether by letter/ email/ or over telephone relating to unethical practice or behavior or violation of code of conduct by employees/ Directors made in good faith by the Whistle Blower.
Reviewing Authority – CEO & COO at Head office will be Reviewing Authority.
Subject means a person or group of persons against or in relation to whom a Protected Disclosure is made or evidence gathered during the course of an investigation.
Whistle Blower – The Directors/employees of the Company making the disclosure under this policy. The Whistle Blower’s role is that of a reporting party. Whistle blowers are not investigators or finders of the facts; neither can they determine the appropriate corrective or remedial action that may be warranted.
Vigilance Officer/ Ombudsperson is a person including a full-time senior Employee, well respected for his/her integrity, independence and fairness. He/she would be authorized by the Board of the Company for the purpose of receiving all protected disclosures from whistle blowers, maintaining records thereof, placing the same before the Audit Committee for its disposal and informing the Whistle Blower the result thereof.
The name of the Vigilance Officer / Ombudsperson will be circulated to the Directors/ Deputed and Direct employees of the Company.
All Directors/ employees of the Company are covered under this policy. The policy covers malpractices and events which have taken place/ suspected to have taken place in the Company involving:
This policy neither releases 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
Decisions taken by the committees established by the Company and the policy decisions of the Company shall be outside the purview of this policy.
Any Director / employee willing to disclose information may do so in any of the following manner:
The complaints received under Whistle Blower will be opened by the Ombudsperson only. Upon the receipt of the complaint, the Ombudsperson will enter the particulars of the complaint in a Complaint Register and allot a complaint number on the all pages of the complaint. The complaint Register will remain in the custody of the Ombudsperson only.
The Company will protect the confidentiality of the complainants and their names/ identity will not be disclosed except as statutorily required under law.
Functioning of the scheme will be reviewed by the Reviewing Authority on quarterly basis and status Report (including NIL report) will be put up by the Ombudsperson to the Audit Committee of the Directors of the Company.
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 authorized to prescribe suitable directions in this regard.
The policy shall be disclosed on the website of the Company. The Ombudsperson will ensure that the policy is known to all Directors and employees of the Company. Vigil Mechanism Policy/ Whistle Blower Policy will be subject to review every year.