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:
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-
the Companies which accept deposits from the public;
the Companies which have borrowed money from banks and public financial institutions in excess of fifty crore rupees.
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.
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.
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.
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.