Vigil Mechanism (Whistle Blower Policy).
1) INTRODUCTION
Nanta Tech Limited ("Company") believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethics. To ensure this, the Company promotes a culture where it is safe for all employees to raise concerns about any issue or unacceptable practice and follow to raise a concern about serious irregularities.
Section 177 of the Companies Act, 2013 ("Act") read with Rule 7 of the Companies (Meetings of Board and its Powers, 2014 and Regulation 22 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, mandate all the listed entities under "Vigil Mechanism (Whistle Blower Policy)" framework.
The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects directors and employees wishing to raise a concern about serious irregularities within the Company. The policy aims to foster a culture of integrity and accountability within the course of their work, not in a crucible for talking or making malicious or unfounded allegations against colleagues.
2) POLICY
This policy is to be offered by the Directors and the Employees as defined hereunder. Directors and Employees can be confident in the Company and the area of concern covered by this policy are summarized in paragraph V.
3) DEFINITIONS
"Complainant"
means any person who has been appointed as a director on the board of the Company, whether whole-time, additional or otherwise.
"Disciplinary Action"
means any action that can be taken on the complainant effusing the investigation proceedings including but not limiting to a warning, suspension of time, dismissal or any other action as it is deemed to be fit considering the gravity of the matter.
"Investigation"
means a process of inquiring conducted by the Vigilance Officer or Vigilance Committee appointed by the board to verify the allegations made in a Protected Disclosure or Reported Disclosure in India.
"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.
"Vigilance Officer"
"Vigilance Committee" means an officer or Committee of persons who is nominated/appointed to receive protected disclosures from whistle blowers, maintaining records thereof. The Vigilance Officer is responsible for the discreet and defending of the Whistle Blower the result thereof.
"Whistle Blower"
means a director or employee of the Company who makes a Protected Disclosure under this policy in India.
4) THE GUIDING PRINCIPLES
- The spirit of this policy is adhered to and to ensure that the concern will be settled upon seriously. The Company will ensure all attempts are made towards a transparent and fair assessment of concerns raised;
- Treat complainant and all persons including counseling disciplinary action as strictly protected). If any query or concern arises regarding this mechanism, the processes provided in this scheme will be invoked.
- Safeguard the interests of the Protected Disclosure persons involved in the investigation and the case is proven;
- Provide an opportunity of being heard to the person investigated against in the matter subject.
5) COVERAGE OF POLICY
The Policy covers irregularities and events which have taken placed/participated to take place involving:
- Abuse of authority
- Negligence causing substantial and specific danger to public health and safety
- Misappropriation of company assets
- Breach of the code of conduct or suspected fraud
- Criminal offense
- Misuse of company information
- Workplace harassment
- Breach of employee Code of Conduct/Ethics Policy or Rules
- Any other activity as defined
The Policy should not be used in place of the Company's grievance procedures or be a route for raising malicious or unfounded allegations against colleagues.
6) DISQUALIFICATIONS
All alleged alleged Directors or Employees are accountable complete protection from any kind of unfair treatment as herein set out, any abuse of this protection will warrant disciplinary action by the Company.
Whistle Blowers, who make any Protected Disclosures, which have been subsequently found to be made false, frivolous or malicious shall be liable to be prosecuted under Company's Disciplinary Code.
7) VIGIL OFFICER/VIGILANCE COMMITTEE
The Vigil Officer/Committee shall monitor and process the Protected Disclosures. If any Protected Disclosure is found to be made on the basis of Protected Disclosure against any person and shall be scrutinized by the Vigilance Officer, as soon as possible but not later than 30 (thirty) consecutive days after becoming aware of the same. The contact details of the Vigilance Officer are as follows:
Name: Ms. Vaishali Jagani
Designation: Chief Financial Officer / Audit Committee Chair
Email: investors@nantatech.com
Address: 601 Rudram Icon, near Silver Oak Engineering College, Gota, Dasupur, Ahmedabad-382449, Gujarat.
8) INVESTIGATION PROCESS
Protected Disclosure Process:
Any Protected Disclosure in writing to the Vice Presidents of the employees levels and above shall be scrutinized by the Vigilance Officer, as soon as possible but not later than 30 (thirty) consecutive days after becoming aware of the same. The contact details of the Vigilance Officer are as follows:
Name: Ms. Vaishali Jagani
Designation: Chief Financial Officer / Audit Committee Chair
Protected Disclosure Investigation:
On receipt of the Protected Disclosure the Vigilance Officer shall identify the Officer who shall remain the identity of the Whistle Blower and provide copy of the Protected Disclosure, scope of investigation and procedure, call for such witness against the process and make available the minutes against the allegation made in the manner.
In case of any circumstance, the Protected Disclosure may directly be made by the Whistle Blower to the Chairperson of the Audit Committee or to the Board directly.
The Vigilance Officer, shall create a detailed written record of the Protected Disclosure. The record will include:
Record of Protected Disclosure:
- Facts of the matter
- Identity of the Whistle Blower (as per his / her request)
- Whether any Protected Disclosure was raised previously against the same Subject
- Action taken on such previous disclosures
Investigation and Corrective Action:
If an investigation is recommended by the Vigilance Officer or a final act has been involved, the Vigilance Officer, on the case may be, shall recommend to the Board of Directors of the disciplinary or corrective action against the Subject as a result of the findings.
The investigation shall be completed within a period of 60 days from the date of receipt of the Protected Disclosure.
Protection and Confidentiality:
No unfair treatment will be meted out by a Whistle Blower or 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 Blower. Complete protection will, therefore, be extended to the Whistle Blower against any unfair treatment as per the defined manner. Insofar as any unfair treatment is meted out to the Whistle Blower including making further Protected Disclosure. The Company will take steps to minimize difficulties, which the Whistle Blower may experience as a result of making the Protected Disclosure. It is assumed to give evidence in criminal or disciplinary proceedings, the company will arrange for the same support.
Confidentiality of Whistle Blower:
The identity of the Whistle Blower shall be kept confidential at all times. Unless there is some compelling unavoidable reason for furnishing evidence in relation to furnishing evidence. The Whistle Blower shall also be protected to the same extent as the Whistle Blower.
9) SECRECY/CONFIDENTIALITY
The Whistle Blower, the Subject, the Vigilance Officer and everyone involved in the process shall:
- Maintain strict confidentiality/ secrecy of the matter
- Not discuss the matter with anyone
- Discuss only to the extent or with the persons required for the purpose of completing the process and investigating and keep the process confidential anywhere at any time
If any person is found not complying with the above requirements, he/she shall be held liable for such disciplinary action as considered fit by the authorized person/authority in this regard.
10) REPORTING
- A quarterly report sent to the Audit Committee shall be placed before the Audit Committee and the Board.
- The identity of the Whistle Blower shall not be disclosed in the report.
- The Company reserves its right to amend or modify this Policy in whole or in part, at any time without assigning any reason whatsoever. Modification may be necessary, among other reasons, to maintain compliance with local rules, central and federal regulations and/or organizational changes within the Company. However, no such amendment or modification will be pending in the Employees only to the employees only to the Employees.
