The provisions of Section 177(9) of the Companies Act, 2013 read with rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 stipulates that every Company is required to implement a mechanism called “Whistle Blower Policy and vigil Mechanism” to facilitate its stakeholders and Directors to voice their concerns or observations without fear, or raise reports to the Management of instance of any unethical or unacceptable business practice or event of misconduct/unethical behaviour, actual or suspected fraud and violation of Company Code of Conduct, as applicable.
Through this whistle-blower policy, all stakeholders and stakeholders have free access to communicate any and all potential issue/s that could potentially violate our principles, ethics, code of conduct and laws. This policy has to be necessarily followed in order to give due respect to the principles and values upheld by DentCare all this while.
To chart out a path that the stakeholders can use to communicate any unethical, immoral, dishonourable or a corrupt practice.
To lay down necessary and important safeguards to protect the stakeholders from reprisals, retaliation or victimization, for speaking out in good faith.
To evolve a corrective action for any disclosure that affects the company’s principles.
To ensure that an opportunity is given of being heard to the persons involved in the protected disclosure.
Employee: means every employee whether temporary or permanent in the employment of the Company.
Protected Disclosure: means any communication made in good faith that discloses or demonstrates information that may evidence unethical or improper activity.
Subject: means a person against or in relation to whom the Protected Disclosure is made or evidence gathered during the course of an investigation.
Whistle Blower: means any stakeholder including individual stakeholders and their representative bodies, employee or a Director who makes a Protected Disclosure.
Investigators: mean those persons authorized/appointed by the Chairman of the Audit Committee.
SCOPE OF THIS POLICY
This policy would cover the following acts:
(a) commission of an offence
(b) Wilful breach of legal requirements
(c) Wilful breach of company’s important and mandatory business policy and procedure including but not limited to abuse of authority
(d) An act that would materially affect the status and reputation of the company.
(e) Gross waste and wrong utilisation of company’s resources.
(f) Victimization of staff based on their gender
(g) Taking bribes or kickbacks
(h) Mishandling and tampering with company’s data or records
(i) Any and all other unethical, biased favoured or imprudent act.
HOW TO RAISE ACOMPLAINT?
(a) Protected Disclosure should be addressed to the Audit Committee within 30 days once a person becomes aware of the same.
(b) Protected Disclosure should be marked ‘CONFIDENTIAL’ to the following personnel:
DentCare Dental Lab Pvt. Ltd.
130 Jn., NAS Road,
Kerala, India – 686661
Email id: email@example.com
(c) The Chairman will appoint an appropriate team for the investigation onto the Protected Disclosure.
(d) Based on the investigation report, the Audit Committee, if any, or the Board of Directors, will take appropriate action in this regard.
(a) Identity of the whistle-blower will be kept confidential.
(b) If there are any other employee who is assisting the whistle-blower, such person/persons will also be protected.
(c) Whistle-blower will not be unfairly treated for having disclosed/reported a Protected Disclosure.
While it will 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 would 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.
Whistle Blowers, who make any Protected Disclosures, which have been subsequently found to be fake, frivolous or malicious, shall be liable to be prosecuted.
Protected disclosure can be submitted anonymously and report in respect thereof shall be kept confidential. The whistle-blower, the subject, the protected disclosure and anyone else involved in such a case shall”
(a) maintain confidentiality
(b) not to discuss the matter in social gathering/meetings, etc.
(c) not keep papers unattended anywhere at any time
(d) keep electronic mails/files under password protection.
If anyone is found to have not been complying with the above, he/shall be held liable for such disciplinary action.
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 Directors and stakeholders unless the same is not communicated in the manner described as above.
This policy was revised by the Board of Directors at its meeting held 10.02.2020 and shall come into immediate effect.