Vigil-Mechanism-Policy
 
Vigil Mechanism Policy of SAINSONS PAPER INDUSTRIES PRIVATE LIMITED

1 Introduction

Sainsons Paper Industries Private Limited (hereafter referred to as “SPIPL” or “Company” in this document) believes in promoting a fair, transparent, ethical and professional work environment. While the SPIPL code of conduct defines the expectations from employees in terms of their integrity and professional conduct, the vigil mechanism defines the mechanism for reporting deviations from the standards defined in the code.

The Vigil mechanism is implemented not only as a safeguard to unethical practices. This mechanism is intended to provide mechanism for reporting genuine concerns or grievance and ensure that deviations from the Company’s Business Conduct Manual and Values are dealt with in a fair and unbiased manner as provided in Section 177 (9) and (10) of the Companies Act, 2013 and the Companies Rules, 2014.

2 Definitions

Definitions of some of the key terms used in this mechanism are given below:

     a. Protected disclosure: Any communication made in good faith that discloses or demonstrates evidence of any fraud or unethical activity within the company.

     b. Whistleblower: An individual who makes a protected disclosure under this mechanism. This could be an Employee, Director, Vendor, Supplier, Dealer and Consultant, including Auditors and Advocates of SPIPL.

     c. The Companies Act 2013 and charged with oversight of financial reporting and disclosure.

     d. Board of Directors: A body of elected or appointed members who jointly oversee the activities of the Company.

     e. Code of Conduct: A set of rule outlining the responsibilities of or proper practices for an individual, party or organization. In this case, it refers to SPIPL’s Code of Conduct for Employees and SPIPL’s Code of Conduct for Senior Management and Directors.

     f. Vigil Committee: Selected employees of the Company who are authorized to receive whistleblower complaints internally or through a third party helpline.

     g. Investigators: Selected employees or third parties charged with conducting investigations to ascertain the creditability of such whistleblower complaints.

     h. Subject: means a person against whom, or in relation to whom a Protected Disclosure is made.

3 Guiding principles of the vigil mechanism

To ensure effective implementation of vigil mechanism, the company shall:

     a. Ensure protection of the whistleblower against victimization for the disclosures made by him/her.

     b. Ensure complete confidentiality of the whistleblower identity and the information provided by him/her.

     c. Ensure that the protected disclosure is acted upon within specified timeframes and no evidence is concealed or destroyed.

     d. Ensure that the investigation is conducted honestly, neutrally and in an unbiased manner.

     e. Ensure whistleblower would not get involved in conducting any investigative activities other than as instructed or requested by Vigil Committee or Chairman of the Company.

     f. Ensure the subject or other involved persons in relation with the protected disclosure be given an opportunity to be heard.

     g. Ensure disciplinary actions are taken against anyone who conceals or destroys evidences related to protected disclosures made under this mechanism.

4 Protection for whistleblower


     a. A whistleblower would be given the option to keep his/ her identity anonymous while reporting an incident on Vigil Helpline. The company will make no attempt to discover the identity of an anonymous whistleblower. If the whistleblower’s identity becomes known during the course of the investigation, SPIPL will ensure that the identity of the whistleblower will be kept anonymous and confidential to the extent possible, unless required by law or in legal proceedings.

     b. A whistleblower reporting issues related to sexual harassment, child labour, discrimination, violation of human rights would necessarily need to disclose their identity to enable effective investigation.

     c. Any other employee serving as witness or assisting in the said investigation would also be protected to the same extent as the whistleblower.

     d. The vigil Committee would safeguard the whistleblower from any adverse action. This includes discrimination, victimization, retaliation, demotion or adoption of any unfair employment practices.

     e. Protection under this mechanism would not mean protection from disciplinary action arising out of false allegations made by a whistleblower.

     f. A whistleblower may not be granted protection under this mechanism if he/she is subject of a separate complaint or allegations related to any misconduct.

     g. If a complainant believes that she or he have been treated adversely as a consequence of their use of the vigil mechanism can approach the Managing Director of Sainsons Paper Industries Private Limited in confidence. The contact information for the Managing Director of the vigil Committee is provided on Appendix A to this document.

5 Coverage of the vigil mechanism

All employees, directors, vendors, suppliers, dealers and consultants, including auditors and advocates who are associated with SPIPL can raise concerns regarding malpractices and events which may negatively impact the company.

     a. Inaccuracy in maintaining the Company’s books of account and financial records

     b. Financial misappropriation and fraud

     c. Procurement fraud

     d. Conflict of interest

     e. False expense reimbursements

     f. Misuse of company assets & resources

     g. Inappropriate sharing of company sensitive information

     h. Corruption & bribery

     i. Unfair trade practices & anti-competitive behaviour

     j. Non-adherence to safety guidelines

     k. Sexual harassment

     l. Child labor

     m. Discrimination in any form

     n. Violation of human rights

All matters not covered under this mechanism can be reported directly to your one over manager or your Human Resources contact.

6 Reporting mechanism

The whistleblowers are expected to speak up and bring forward the concerns or complaints about issues listed under Section V “Coverage of the vigil mechanism”. The Vigil Helpline is established for this purpose and the reporting channels which can be made available to the whistleblower are covered in Appendix A.

The vigil Helpline will prepare the report based on the information provided by the whistleblower and will share the incident report with the vigil Committee in next 2 business days. In case any member of the vigil Committee is the subject of the complaint or have perceived conflict of interest, the incident report would be sent to the remaining members of the Vigil Committee.

Any member of the Vigil Committee, or any Board Committee formed to investigate any complaint who may have a perceived conflict will recuse themselves from further discussions or meetings on the subject.

Complainants may also directly report concerns to any of the Vigil Committee members as stated under this policy.

7 Vigil committee

     a. Mr. Pradeep Saini - Chariman

     b. Mr. Harikrishan Saini - Member

     c. Mr. Jagannath Saha - Executive Member

     d. Mr. R.K. Chopra - Executive Member

8 Investigation

     a. The investigation would be carried out to determine the authenticity of the allegations and for fact-finding process.

     b. The investigation team should not consist of any member with possible involvement in the said allegation.

     c. During the course of the investigation:

        i. Vigil Committee will be given authority to take decisions related to the investigation.

        ii. Any required information related to the scope of the allegation would be made available to the investigators.

     d. The findings of the investigation should be submitted to the Vigil committee by the investigator with all the supporting documents.

9 Role of investigator

     a. A structured approach should be followed to ascertain the creditability of the charge.

     b. Ensure the confidentiality and secrecy of the issue reported and subject is maintained.

     c. Provide timely update to the Vigil Committee on the progress of the investigation.

     d. Ensure investigation is carried out in independent and unbiased manner.

     e. Document the entire approach of the investigation.

     f. Investigation Report including the approach of investigation should be submitted to the Vigil Committee with all the documents in support of the observations.

10 Maintaining secrecy and confidentiality

SPIPL expects individuals involved in the review or investigation to maintain complete confidentiality. Disciplinary action may be initiated against anyone found not complying with the below:


     a. Maintain complete confidentiality and secrecy of the matter.

     b. The matter should not be discussed in social gatherings or with individuals who are not involved in the review or investigation of the matter.

     c. The matter should only be discussed only to the extent or with the persons required for the purpose of completing the investigation.

     d. Ensure confidentiality of documents reviewed during the investigation should be maintained.

     e. Ensure secrecy of the whistleblower, subject, protected disclosure, investigation team and witnesses assisting in the investigation should be maintained.

11 Disqualifications


     a. Issues other than those listed under Section V “Coverage of the vigil mechanism”.

     b. The complainant is not able to provide specific information that covers at least some of the following points:

         i. Location of incident

         ii. Timing of incident

         iii. Personnel involved

         iv. Specific evidence

         v. Frequency of issues

     c. In case the complainant is unable to provide adequate information, the Vigil Committee reserves the right to not investigate the reported matter.

12 Management decision


     a. Relevant board committee will take disciplinary or corrective action against the Subject as per the Company’s disciplinary procedures and can also take legal action, if required.

     b. The decision of relevant board committee should be considered as final and no challenge against the decision would be entertained, unless additional information becomes available.

     c. In case of frivolous or false complaints, action may be taken against the complainant.

13 Right to amendment

     The Company holds the right to amend or modify the policy. Any amendment or modification of the policy would be done by an appropriate authority as mandated in law. The updated Vigil mechanism would be shared with the employees, suppliers and vendors thereafter.

     Appendix A: Reporting channels
            
S.No. Reporting Channel Contact Information Availability
1 Phone 9254038100 10:00 AM to 6:00 PM on all working Days
2 Email info@sainsons.net
kanwaljit@sainsons.net
Working days
3 Post Plot No.5, Village Bakhli,
Tehsil Pehowa, District Kurukshetra,
Haryana-136128
24 hours a day
4 Web www.sainsons.net 24 hours a day

    Appendix B: The Vigil Committee

     The current Vigil Committee of Sainsons Paper Industries Private Limited described in the Vigil committee company’s section of the Vigil mechanism would be as follows: The incident reports will be shared with:

     1. Chief Financial Officer (CFO)

     2. Company Secretary

     3. Chief of HR Function

FORMAT FOR WHISTLE BLOWING


     Date:

     Name of the Employee/Director:

     E-mail Id of the Employee/Director:

     Communication Address:



     Contact no:

     Subject Matter which is reported:



     (Name of the Person/event focused at):

     Brief about the Concern
    


    Evidence ( enclose, if any)                 



     Signature:-

    Note:-
The whistle blowing shall be submitted at least within 30 days of the occurrence of the concern/event or before occurrence.
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