Section 177 (9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014 mandates every listed company and such class or classes of companies, as may be prescribed to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed.
Sri Krishna Pharmaceuticals Limited believes in conducting its business in a fair and transparent manner. The Company has adopted the Code of Conduct, 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.
The role of the employees in pointing out such violations of the Code cannot be undermined. Accordingly, this Whistleblower Policy (“the Policy”) has been formulated with a view to provide a mechanism for directors and employees of the Company to voice their concerns about any misconduct, violations of legal or regulatory requirements, manipulation or misrepresentation of any financial statements and reports etc. without fear of punishment or unfair treatment.
This policy is formulated to provide an opportunity to Directors and employees and an avenue to raise concerns and to access in good faith the Audit Committee, to the highest possible standards of ethical, moral and legal business conduct and its commitment to open communication, in case they observe unethical and improper practices or any other wrongful conduct in the Company, to provide necessary safeguards for protection of employees from reprisals or victimization and to prohibit managerial personnel from taking any adverse personnel action against those employees.
The spirit behind introducing the policy is to enable the director or employees not to overlook any concern, instead raise it at an early stage and address it in the right manner, so as to enable the Company to take immediate action and avoid any further damages to the Company.
The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of 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 punishment or unfair treatment.
This policy applies to employees and Directors of the Company.
No adverse action shall be taken or recommended against an employee in retaliation to his/her disclosure in good faith of any unethical and improper practices or alleged wrongful conduct. This policy protects such employees from unfair termination and unfair prejudicial employment practices. However, this policy does not protect an employee from an adverse action which occurs independent of his/her disclosure of unethical and improper practice or alleged wrongful conduct, poor job performance, any other disciplinary action, etc. unrelated to a disclosure made pursuant to this policy.
All Employees and Directors of the Company are eligible to make Protected Disclosures under the Policy. The Protected Disclosures may be in relation to matters concerning the Company.
1. Adverse Personnel Action: An employment related act or decision or a failure to take appropriate action by managerial personnel, which may affect the employee’s employment including but not limited to compensation, increment, promotion, job location, job profile, immunities, leaves and training or other privileges.
2. Alleged Wrongful Conduct shall mean violation of law, infringement of Company‟ s Code of Conduct or ethic policies, mismanagement, misappropriation of monies, actual or suspected fraud, substantial and specific danger to public health and safety or abuse of authority.
3. Audit Committee shall mean a Committee of Board of Directors of the Company, constituted in accordance with provisions of Section 177 of Companies Act, 2013.
4. Good Faith An employee shall be deemed to be communicating in good faith‟ if there is a reasonable basis for communication of unethical and improper practices or any other alleged wrongful conduct. Good Faith shall be deemed lacking when the employee does not have personal knowledge of a factual basis for the communication or where the employee knew or reasonably should have known that the communication about the unethical and improper practices or alleged wrongful conduct is malicious, false or frivolous.
5. Managerial Personnel shall include Director, all Executives at the level of Manager and above, who has authority to make or materially influence significant personnel decisions.
6. Protected Disclosure means a concern raised by a written communication made in good faith that discloses or demonstrates information that may evidence unethical or improper activity including leak or suspected leak of the Unpublished Price Sensitive Information. Protected Disclosures should be factual and not speculative in nature.
7. Unethical and Improper Practices shall mean – a) An act which does not conform to approved standard of social and professional behavior; b) An act which leads to unethical business practices; c) Improper or unethical conduct; d) Breach of etiquette or morally offensive behavior, e) May lead to incorrect financial reporting; f) Are not in line with applicable company policy; g) Are unlawful etc.
8. Vigil Committee means “Audit Committee” entitled to receive the protected disclosure form whistle blowers, maintaining records thereof, seeking clarifications from whistle blower.
9. Whistle Blower / Complainant: An employee of the Company who discloses in good faith any unethical & improper practices or alleged wrongful conduct to the Head of Department or in case it involves Managerial Personnel to the MD and in exceptional cases to the Audit Committee in writing. The Whistle Blowers role is as a reporting party, he/she is not an investigator. Although the Whistle Blower is not expected to prove the truth of an allegation, he/she needs to demonstrate to the Audit Committee, that there are sufficient grounds for concern.
10. “Director” means Director appointed to the Board of the Company.
11. “Employee” means all the employees of the Company (whether working in India or abroad) including the Directors in the employment of the Company.
The Policy covers malpractices and events which have taken place / suspected to take place involving:
1. Abuse of authority or power
2. Breach of contract
3. Negligence causing substantial and specific danger to public health and safety
4. Manipulation of company data/records
5. Financial irregularities, including fraud or suspected fraud or deficiencies in Internal Control and deliberate error in preparations of Financial Statements or misrepresentation of financial reports
6. Any unlawful act whether Criminal/ Civil
7. Pilfer confidential information
8. Deliberate violation of law/regulation
9. Wastage/misappropriation of company funds/assets
10. Taking bribes/ favors in cash and kind form the suppliers and vendors of company.
11. Breach of Company Policy or failure to implement or comply with any approved Company Policy
12. Sexual harassment at the workplace.
13. Misuse or abuse of position by company employee.
14. Attempts to conceal any of the above.
15. Any other unethical, biased, favored, imprudent event.
A. To ensure that this Policy is adhered to and also to assure that the concern will be acted upon seriously, the Company will:
I. Ensure that the Whistleblower and/or the person processing the Protected Disclosure is not victimized for doing so.
II. Treat victimization as a serious matter, including initiating disciplinary action on such person(s)
III. Ensure complete confidentiality.
IV. Not to attempt to conceal evidence of the Protected Disclosure.
V. Take disciplinary action, if anyone destroys or conceals evidence of the Protected Disclosure made/to be made.
VI. Provide an opportunity of being heard to the subject and any other persons involved.
B. SAFEGUARDS
I. Harassment or Victimization:
Harassment or victimization of the complainant will not be tolerated and could constitute sufficient grounds for dismissal of the concerned employee.
II. Confidentiality: Confidentiality of whistle blower shall be maintained to the greatest extent possible. Every effort will be made to protect the whistle blower’s identity, subject to legal constraints.
III. Anonymous Allegations: Complainants must put their names to allegations 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 but subject to the seriousness of the issue raised the Audit Committee can initiate an investigation independently.
IV. Malicious Allegations: Malicious allegations by employees may result in disciplinary action.
C. FALSE ALLEGATION & LEGITIMATE EMPLOYMENT ACTION
An employee / director who knowingly makes false allegations of unethical & improper practices or alleged wrongful conduct to the Audit Committee shall be subject to disciplinary action, up to and including termination of employment, in accordance with Company rules, policies and procedures. Further, this policy may not be used as a defense by an employee against whom an adverse personnel action has been taken independent of any disclosure of information by him and for legitimate reasons or cause under Company rules and policies.
D. ACCOUNTABILITIES – EMPLOYEES
a) Bring to early attention of the company any improper practice they become aware of. Although they are not required to provide proof, they must have sufficient cause for concern.
b) Avoid anonymity when raising a concern.
c) Co-operate with investigating authorities, maintaining full confidentiality.
d) The intent of the policy is to bring genuine and serious issues to the fore and it is not intended for petty complaints. Malicious allegations by employees may attract disciplinary action.
e) A complainant has the right to protection from retaliation. But this does not extend to immunity for complicity in the matters that are the subject of the allegations and investigation.
f) In exceptional cases, where the complainant is not satisfied with the outcome of the investigation carried out by the Ombudsperson, she/he can make a direct appeal to the Chairman of the Audit Committee.
E. ACCOUNTABILITY-VIGIL OFFICER & VIGIL COMMITTEE
a) Conduct the enquiry in a fair and unbiased manner
b) Ensure complete fact-finding
c) Maintain strict confidentiality
d) Decide on the outcome of the investigation, whether an improper practice has been committed and if so by whom.
e) Recommend an appropriate course of action – suggested disciplinary action, including dismissal, and other preventive measures
f) Minute Committee deliberations and document the final report
The Protected Disclosure should be submitted in a closed and secured envelope and should be super scribed as “Protected disclosure under the Whistle Blower policy”. Alternatively, the same can also be sent through email with the subject “Protected disclosure under the Whistle Blower policy”. The protected disclosure should be addressed to the chairman of the Audit Committee, Sri Krishna Pharmaceuticals Ltd., unit-I, Uppal. If the complaint is through mail, then it should be sent to mail ID of the company secretary (cs@srikrishmapharma.com). If the complaint is not super scribed and closed as mentioned above, it will not be possible for the Audit Committee to protect the complainant and the protected disclosure will be dealt with as if a normal disclosure. In order to protect identity of the complainant, no acknowledgement will be issued to the complainants and they are advised neither to write their name / address on the envelope nor enter into any further correspondence. Any further clarification required will be sought from the complainant accordingly.
The Audit Committee or officer or committee of managerial personnel, as the case may be, shall have right to call for any information/document and examination of any employee 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 Audit Committee shall consider the same. After considering the report, the Audit Committee shall determine the cause of alleged Adverse action and may order for appropriate course of action, which may inter-alia, include: a) Order for an injunction to restrain continuous violation of this policy; b) Reinstatement of the employee to the same position or to an equivalent position; c) Order for compensation for lost wages, remuneration or any other benefits, etc. d) Disciplinary action, including dismissal, if applicable, as well as preventive measures for the future. Subject to legal constraints, she/he will receive information about the outcome of any investigations. All discussions would be minuted and the final report prepared. The decision of Audit Committee shall be final and binding. If and when the Audit Committee is satisfied that the alleged unethical & improper practice or wrongful conduct existed or is in existence, then the Audit Committee may:
a) recommend to Board to reprimand, take disciplinary action, impose penalty / punishment order recovery when any alleged unethical & improper practice or wrongful conduct of any employee is proved.
b) recommend termination or suspension of any contract or arrangement or transaction vitiated by such unethical & improper practice or wrongful conduct.
c) Anonymous / Pseudonymous disclosure shall not be entertained by the Vigilance and Ethics Officer.
d) The Protected Disclosure should be forwarded under a covering letter signed by the complainant. The covering letter bearing the identity of the Whistle Blower shall be detached and only the Protected Disclosure shall be processed.
e) On receipt of the protected disclosure the Vigilance and Ethics Officer / Chairman of the Audit Committee, as the case may be, shall make a record of the Protected Disclosure and also ascertain from the complainant whether he was the person who made the protected disclosure or not. He / she shall also carry out initial investigation either himself or by involving any other Officer of the Company or an outside agency before referring the matter to the Audit Committee of the Company for further appropriate investigation and needful action.
a) If an investigation leads the Vigilance and Ethics Officer / Chairman of the Audit Committee to conclude that an improper or unethical act has been committed, the Vigilance and Ethics Officer / Chairman of the Audit Committee shall recommend to the Board of Directors of the Company to take such disciplinary or corrective action as he may deem 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.
b) The Vigilance and Ethics Officer shall submit a report to the Chairman of the Audit Committee on a regular basis about all Protected Disclosures referred to him/her since the last report together with the results of investigations, if any.
c) In case the Subject is the Chairman/ Managing Director / CEO of the Company, the Chairman of the Audit Committee after examining the Protected Disclosure shall forward the protected disclosure to other members of the Audit Committee if deemed fit. The Audit Committee shall appropriately and expeditiously investigate the Protected Disclosure.
d) If the report of investigation is not to the satisfaction of the complainant, the complainant has the right to report the event to the appropriate legal or investigating agency.
e) A complainant who makes false allegations of unethical & improper practices or about alleged wrongful conduct of the Subject to the Vigilance and Ethics Officer or the Audit Committee shall be subject to appropriate disciplinary action in accordance with the rules, procedures and policies of the Company.
To The Whistle Blower
All possible precautions will be taken to maintain the confidentiality of the identity of the Whistle Blower, barring where such disclosure is required strictly for the purpose of law or to facilitate the investigation process.
The Company will not tolerate any harassment or victimization (including informal pressures) against a Whistle Blower and will take appropriate action to protect a Whistle Blower who has raised a Concern in good faith.
The Company will provide adequate and timely support and protection to Whistle Blowers in the event she / he faces any civil or criminal action in consequence of a bona fide Concern raised under this Policy
If a Whistle Blower believes that she/he has been victimized for raising a Concern under this Policy, she / he may file a written complaint to the Ombudsperson requesting an appropriate remedy. The Ombudsperson shall investigate such complaint and take such actions as it may deem fit to ensure that the complainant is not victimized for having raised a Concern under this Policy.
On Whom The Investigation Is Made
All possible precautions will be taken to maintain the confidentiality of the person on whom an enquiry is carried out except as may be required by law or to facilitate the investigation process.
The Ombudsperson / Group Head, Ethics and Intelligence jointly shall be responsible for documenting each complaint received, the material gathered in relation to such complaint, and a reasoned record of the course of action taken on such complaint. All other persons involved in the procedure for the evaluation of complaints received under this Policy shall forward all such material to the office of the Ombudsperson / Group Head, Ethics and Intelligence for his records.
The Company shall annually affirm that it has not denied any personnel access to the Audit Committee and that it has provided protection to whistle blower from adverse personnel action. The affirmation shall form part of Corporate Governance report as attached to the Annual Report of the Company.
In the event of any conflict between the provisions of this Policy Companies Act, 2013 or any other statutory enactments, rules, the provisions of such Companies Act, 2013 or statutory enactments, rules shall prevail over this Policy.