VIGIL MECHANISM/ WHISTLE BLOWER POLICY
(Version 4.0)
Classification: PUBLIC
Document ID: NOCPL_PO_05
1. PREFACE
1.1 NEW OPPORTUNITY CONSULTANCY PRIVATE LIMITED (‘NOCPL’ or ‘The Company’) believes in conducting the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. Towards this end, the Company has formulated a Vigil Mechanism/ Whistle Blower Policy that should govern the actions of NOCPL and its employees. Any actual or potential violation of the policy, howsoever insignificant or perceived as such, will be a matter of serious concern for the Company. The role of the employees and directors in pointing out such violations of the policy cannot, thus, be undermined.
Reporting Concerns
1.2 Every employee or director of the Company shall promptly report to the management, in the manner provided here in, any actual or possible violation of the employment rules or an event he/she becomes aware of, that could affect the business or reputation of his/her or of the Company.
1.3 Accordingly, this Policy will provide a mechanism for employees and directors of the Company to approach its Audit Committee of the Board.
2. DEFINITIONS
The definitions of some of the key terms used in this Policy are given below:
‘Audit Committee’ means the Committee constituted by the Board of Directors of NOCPL in accordance with Section 177 of the Companies Act, 2013.
‘Employee’ means every employee of NOCPL including the directors in the whole-time employment of the Company.
‘Investigators’ means those persons authorized, appointed, consulted or approached by the Audit Committee and include the Statutory and Internal Auditors of NOCPL as also the police.
‘Protected Disclosure’ means any communication made in good faith that discloses or demonstrates information which may evidence improper or unethical activity/ practices.
‘Subject’ means a person against or in relation to whom a Protected Disclosure has been made or evidence gathered during the course of an investigation.
‘Whistle Blower’ means an Employee or Director making a Protected Disclosure under this Policy.
3. SCOPE
3.1 The Whistle Blower's role is that of a reporting party with reliable information. They are not required or expected to act as investigators or finders of facts, nor would they determine the appropriate corrective or remedial action that may be warranted in a given case.
3.2 An illustrative (but not exhaustive) list of improper and unethical practices that may be considered as Protective Disclosures is given in the Annexure.
4. ELIGIBILITY
All Employees and Directors of NOCPL are eligible to make Protected Disclosures under the Policy. The Protected Disclosures shall be in relation to matters concerning NOCPL.
5. DISQUALIFICATIONS
5.1 While it shall 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 shall 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.
5.2 Whistle Blowers, who make three or more Protected Disclosures, which have been subsequently found to be mala fide, frivolous, baseless, malicious, or reported otherwise than in good faith, shall be disqualified from reporting further Protected Disclosures under this Policy. In respect of such Whistle Blowers, the Audit Committee and the Company shall reserve its right to recommend/ take appropriate disciplinary action.
6. PROCEDURE FOR PROTECTED DISCLOSURES
6.1 All Protected Disclosures shall be addressed to the Chairman of the Company’s Audit Committee of Board, preferably by e-mail. The contact details of the Chairman of the Audit Committee are as under:
The Chairman – Audit Committee
New Opportunity Consultancy Private Ltd.
707/708, Cyber One, Plot No. 4 & 6,
Sector 30A, Vashi, Navi Mumbai – 400703
Tel: 022-20870050; Email ID: swbp@nocpl.in
The Protected Disclosures can be made in English, Hindi or in the regional language of the place of employment of the Whistle Blower.
6.2 The Protected Disclosures shall bear the identity of the Whistle Blower. The Chairman of the Audit Committee shall discuss the Protected Disclosure with Members of the Committee and if deemed fit, forward the Protected Disclosure for investigation to the Investigator/s as determined by the Committee and set out in clause 7 of this policy.
6.3 Protected Disclosures shall be factual and not speculative or in the nature of a conclusion, and shall contain as much specific information as possible to allow for proper assessment of the nature and extent of the concern and the urgency of preliminary investigative procedure. The Whistle Blower must disclose his/her identity in the covering e-mail forwarding such Protected Disclosure. While anonymous disclosures shall not usually be entertained, the Audit Committee may, at its discretion, initiate an investigation keeping in view the seriousness and gravity, if any, of the issue raised.
6.4 In addition, an online Portal will be provided to enable any employee in lodging complaint and/or reporting financial as well as non-financial fraud/ misconduct committed by another employee. While an employee can file a complaint or report a misconduct in the Portal even anonymously, the Company shall have the discretion to initiate an investigation of such anonymous complaint/s, based on the substance of the complaint.
7. INVESTIGATION
7.1 All Protected Disclosures reported under this Policy shall be thoroughly investigated by the Audit Committee who may, at its discretion, consider involving any Investigators for the purpose of investigation. As the outcome of the investigation may or may not support the conclusion of the Whistle Blower (that an improper or unethical act has been committed), the decision taken by the Audit Committee to conduct an investigation is by itself not an accusation against the Subject and is to be treated as a neutral fact-finding process.
7.2 Investigations shall be launched only after a preliminary review establishing that the alleged act constitutes an improper or unethical activity or conduct, and the allegation is supported by information specific enough to be investigated. Matters that do not meet the aforesaid standard, but worthy of management review, may also be considered for investigation, but shall not be treated as investigation of improper or unethical activity, till such charge/s is/are established.
7.3 The identity of a Subject shall be kept confidential to the extent possible given the legitimate needs of law and the investigation.
7.4 Subjects will normally be informed of the allegations at the outset of a formal investigation and shall have opportunities for providing their inputs during the investigation.
7.5 Subjects shall have a duty to co-operate with the Audit Committee or any of the Investigators during investigation to the extent that such co-operation sought does not merely require them to admit guilt.
7.6 Subjects have a right to consult with a person or persons of their choice, other than the Investigators and/or members of the Audit Committee and/ or the Whistle Blower.
7.7 Subjects shall be free at any time to engage counsel at their own cost to represent them in the investigation proceedings but have a responsibility not to interfere with the investigation. Evidence shall not be withheld, destroyed or tampered with, and witnesses shall not be influenced, coached, threatened or intimidated by the Subjects. Unless there are compelling reasons not to do so, Subjects shall be given the opportunity to respond to material findings contained in an investigation report. No allegation of wrongdoing against a Subject shall be considered as maintainable unless there is good evidence in support of the allegation.
7.8 The investigation shall be completed normally within 45 days of the receipt of the Protected Disclosure and in any case not to exceed 90 days. In case the same could not be completed within the normal time period, progress report will be shared with the Audit Committee stating the reasons for delay.
7.9 Subjects have a right to be informed of the outcome of the investigation. If allegations are not sustained, the Subject shall be consulted as to whether public disclosure of the investigation results would be in the best interest of the Subject and NOCPL.
8. PROTECTION TO WHISTLE BLOWERS
8.1 No unfair treatment shall be meted out to a Whistle Blower by virtue of his/her having reported a Protected Disclosure under this Policy. The Company, as a policy, condemns any kind of discrimination, harassment, victimization or any other unfair employment practice against the Whistle Blowers. Complete protection shall, therefore, be given to the Whistle Blowers against any unfair practice like retaliation, threat or intimidation of termination/ suspension of service, disciplinary action, transfer, demotion, refusal of promotion, or the like including any direct or indirect use of authority to obstruct the Whistle Blower's right to continue performing his duties/ functions including making further Protected Disclosure/s.
8.2 The Company shall take steps to minimize difficulties, which the Whistle Blower may experience as a result of making the Protected Disclosure. Thus, if the Whistle Blower is required to give evidence in criminal or disciplinary proceedings, NOCPL will arrange for the Whistle Blower to receive advice about the procedure, etc.
8.3 While the identity of the Whistle Blower and any other Employee assisting in the said investigation shall be kept confidential to the extent possible and permitted under the law, their identity may become known for reasons outside the control of the Audit Committee (e.g. during investigations carried out by Investigators).
8.4 A summary of safeguards available to both the Whistle Blowers and the Subjects are given in the Annexure.
9. INVESTIGATORS
9.1 Investigators are required to conduct a process towards fact-finding and analysis.
9.2 Investigators shall derive their authority and access rights from the Audit Committee when acting within the course and scope of their investigation. Technical and other resources may be drawn upon as necessary to augment the investigation.
9.3 All Investigators shall be independent and unbiased both in fact and as perceived. Investigators have a duty of fairness, objectivity, thoroughness, ethical behavior, and observance of legal and professional standards.
10. DECISION
If an investigation leads the Audit Committee to conclude that an improper or unethical act has been committed, the Audit Committee shall direct the management of the Company to take such disciplinary or corrective action as the Audit Committee deems fit. It is clarified that any disciplinary or corrective action initiated against the Subject as a result of the findings of an investigation pursuant to this Policy shall adhere to the applicable personnel or staff conduct and disciplinary procedures. The decision of the Audit Committee shall be final in respect of the disclosure.
11. REPORTING
The Audit Committee shall submit a report to the management on a regular basis about all Protected Disclosures referred to it since the last report, together with the results of investigations, if any.
12. RETENTION OF DOCUMENTS
All Protected Disclosures in writing or documented along with the results of investigation relating thereto shall be retained by the Company for a minimum period of seven years.
13. POWER OF AUDIT COMMITTEE TO FRAME PROCEDURES AND GUIDELINES
Subject to the provisions of this Policy, the Audit Committee may put in place appropriate procedures and guidelines for implementing all or any of the matters covered in the Policy.
14. AMENDMENT/ MODIFICATION
The Company reserves its right to amend or modify this Policy in whole or in part, at any time. The Policy together with any amendment and modification thereof shall form part of the present employment and other personnel policies of NOCPL. Accordingly, the Company shall arrange for notifying any amendment or modification of this Policy to its employees in an appropriate manner.
(Version 4.0_January’22)
ANNEXURE
NOCPL – VIGIL MECHANISM/ WHISTLE BLOWER POLICY
I. IMPROPER/ UNETHICAL PRACTICES
Serious concerns that would have impact on NOCPL, such as actions (suspected or actual) that:
- Are not in line with applicable Company policy;
- May lead to incorrect financial reporting;
- Involve any instance of bribery, embezzlement or misappropriation;
- Amount to unethical behaviour;
- Amount to actual or suspected fraud;
- Are unlawful or violate Company’s code of conduct;
- Otherwise amount to serious improper conduct.
II. SAFEGUARDS
- Harassment or Victimization: Harassment or victimization of the Whistle Blower shall not be tolerated and could constitute sufficient grounds for dismissal of the employee against whom such compliant of harassment or victimization is made.
- Confidentiality: Every effort shall be made to protect the Whistle Blower’s identity, subject to legal constraints, by all persons who are involved in handling the complaint and those who receive any information in relation to such complaint.
- Anonymous Allegations: Whistle Blowers shall disclose their identities as follow-up questions and investigation may not be possible unless the source of the information is identified. Concerns expressed anonymously shall not be usually investigated; however, subject to the seriousness and gravity of the issue raised, the Audit Committee may initiate an investigation.
- Malicious Allegations: Malicious, frivolous or baseless allegations by employees will result in disciplinary action.
- Identity of the Subjects shall be kept confidential to the extent possible.
- Subjects shall have opportunities for providing their inputs during the investigation and shall also have the right to be informed of the outcome of investigation.