VIGIL MECHANISM/ WHISTLE BLOWER POLICY
1.PREAMBLE AND OBJECTIVE
As per the provisions of Section 177 of the Companies Act, 2013 along with the Rules made there-under Micro Plastics Private Limited (“MPPL or the Company”) considering the interest of all its well-wishers, who want to report genuine concerns within the organization, implements the Vigil Mechanism/Whistle Blower Policy (the Policy).
The Company has adopted a Code of Conduct for Directors and Senior Management Executives (“the Code”), which lays down the principles and standards that should govern the actions of the Company and its employees. Any actual or potential violation of the Code, howsoever insignificant or perceived as such, would be a matter of serious concern for the Company. Vigil Mechanism shall provide for adequate safeguards against victimization of persons who use such mechanism and also make provision for direct access to the Chairman of the Board in appropriate or exceptional cases.
The proposes to establish a Vigil Mechanism/Whistle Blower Policy with a view to provide a mechanism for Directors/ Employees of the Company to approach the Chairman of the Board.
The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of its business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express these concerns without fear of any nature whatsoever, or fear of any unfair treatment. A vigil mechanism provides a channel to employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or any Policy of the Company.
2.APPLICABILITY
The Policy is approved by the Board of Directors and shall be effective from November 16, 2022.
This Policy shall be applicable to all employees/Directors /contractors/suppliers/vendors of MPPL its subsidiary or affiliate Companies.
3.SCOPE OF THE POLICY
All Employees and Directors of the Company who are associated with the company can raise concerns regarding malpractices and events which may negatively impact the company such as:
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.Insider trading.
j.Unfair trade practices & anti-competitive behavior.
k.Non-adherence to safety guidelines.
l.Sexual harassment.
m.Child Labor.
n.Discrimination in any form.
o.Violation of human rights.
and any other matters or activities on account of which the interest of the Company is affected.
4.KEY DEFINITIONS
I.The Company means “Micro Plastics Private Limited.”
II.“Board” means the Board of Directors of the Company.
III.Policy or This Policy means, “Vigil Mechanism Policy.”
IV.“Employee” means all the present employees and Directors of the Company (whether working in India or abroad).
V.“Whistle Blower” is an employee or group of employees who makes a Protected Disclosure under the Policy.
VI.“Protected Disclosure” means a concern raised by an employee or group of employees of the Company, through a written communication and made in good faith which discloses or demonstrates information about an unethical or improper activity under the title “SCOPE OF THE POLICY” with respect to the Company. It should be factual and not speculative or in the nature of an interpretation / conclusion and should contain as much specific information as possible to allow for proper assessment of the nature and extent of the concern.
5.ELIGIBILITY
All Employees and Directors of the Company are eligible to make Protected Disclosures under the Policy in relation to matters relating to alleged wrongful conduct.
6.INTERPRETATION
Terms that have not been defined in this Policy shall have the same meaning assigned to them in the Companies Act, 2013 read along with the rules as amended from time to time.
7.GUIDELINES
a.Protection under Policy
The vigil mechanism shall provide for adequate safeguards against victimization of employees and directors or such whistle blower who avail of the vigil mechanism and report their genuine concerns or grievances.
b.Disclosure & Maintenance of Confidentiality
Employees shall report any issue/concern/malpractice through e-mail addressed to whistleblower@microplasticsindia.com. Confidentiality shall be maintained to the greatest extent possible.
c.Frivolous complaints
In case of repeated frivolous/ mala fide complaints being filed by a Director or an employee or any other external stakeholders, the Board may take suitable action against the concerned Director or employee including reprimand.
8.INTERNAL COMMITTEE
The following members constitute vigil mechanism grievances internal committee:
Sl No. Designation Committee Position
1. MD/CEO Chairperson
2. COO Member
3. CFO Member
4. Head – HR Member
9.PROCEDURE
Any employee or internal or external stakeholders shall submit a report of the genuine concerns or grievances to the internal committee.
The Head of HR shall raise the issue to the appropriate members of the internal committee.
The internal committee shall oversee and if any of the members of the internal committee have a conflict of interest in a given case, they should recuse themselves and the others on the internal committee would deal with the matter on hand.
In exceptional case, the vigil mechanism shall provide direct access to the Chairman of the Board.
Board shall appropriately investigate all grievances received. In this regard, Board to investigate into the matter and prescribe the scope and time limit, therefore.
Board shall have right to outline detailed procedure for an investigation.
The Board of Directors or Chairman, as the case may be, shall have right to call for any information/ document and examination of any employee or director of the Company or other person(s), as they may deem appropriate for the purpose of conducting investigation under this policy.
A report shall be prepared after completion of investigation and the Board shall consider the same.
The decision or direction of Board of Directors shall be final and binding.
The Contact details for addressing and sending the Complaints is as follows:
Designation: GM, HR
Address: No.34, Suraj Ganga Soft Park, 1st Main, 3rd Phase J.P. Nagar, Bengaluru – 560 078.
E-mail Id: whistleblower@microplasticsindia.com
10.INVESTIGATION
a)The investigation would be carried out to determine the authenticity of the allegations and establish the facts.
b)The investigation team will not consist of any member with possible involvement in the said allegation either as defendant or respondent or material witness.
c)During the course of the investigation:
The Board will have authority to take decisions related to the investigation.
Any required information related to the scope of the allegation would be made available to the investigators.
d)The findings of the investigation will be submitted to Board by investigator with all supporting documents.
11.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 Board 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 Board with all the documents in support of the observations.
g.Adhere and follow the due process of law.
12.MAINTAINING SECRECY AND CONFIDENTIALITY
The Company 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 be discussed only to the extent or with the persons required for the purpose of completing the investigation in line with principles of “Need-to-know”.
d.Ensure confidentiality of documents reviewed during the investigation be maintained.
e.Ensure secrecy of the whistle blower, subject, protected disclosure, investigation team and witnesses assisting in the investigation be maintained.
13.PROTECTION
a.No unfair treatment will be meted out to a Whistle blower by virtue of them 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 being adopted against Whistle blower. Complete protection will, therefore, begiven to 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 to perform duties / functions including making further Protected disclosure.
b.The Company will 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, the Company will arrange for the Whistle blower to receive advice about the procedure etc.
c.The identity of the Whistle blower shall be kept confidential to the extent possible and permitted under law. The identity of the Whistle blower will not be revealed unless they have made either revealed their details publicly or disclosed identity to any other office or authority. In the event of the identity of the Whistle Blower being disclosed, the Board is authorized to initiate appropriate action as per extent regulations against the person or agency making such disclosure.
d.Any other Employee assisting in the said investigation shall also be protected to the same extent as the Whistle Blower. Provided however that the Whistle blower before making a complaint has reasonable belief that an issue exists and has acted in good faith. Any complaint not made in good faith as assessed such by the Board shall be viewed seriously and the Whistle Blower shall be subject to disciplinary action as per the Rules / certified standing orders of the Company. This policy does not protect an employee from an adverse action taken independent of disclosure of unethical and improper practice etc. unrelated to a disclosure made pursuant to this policy.
e.A Whistle Blower may report any violations of the above clause to the Chairman of the Board, who shall investigate into the same and recommend suitable action to the management.
14.ACCESS TO CHAIRMAN OF THE BOARD
The Whistle Blower shall have right to access Chairman of the Board directly in exceptional cases and the chairman of the Board is authorized to prescribe suitable directions in this regard.
15.COMMUNICATION
A whistle Blower policy cannot be effective unless it is properly communicated to employees. Employees shall be informed through by email and the website of the company.
16.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 period of 8 (Eight) years or such other period as specified by any other law in force, whichever is more.
17.RIGHT TO 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. However, no such amendment or modification will be binding on the Employees and Directors unless the same is notified to them in writing.
18.INTIMATION
The Company Secretary shall be responsible for intimating to all Directors and Departmental heads of any changes in policy. This policy as amended from time to time shall be disclosed by the company on its website and in the Board’s report.
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