INTRODUCTION :

Simero Vitrified Private Limited proposes to establish a Vigil Mechanism/Whistle Blower Policy as per Section 177(9) of the Companies Act, 2013, and the rules made thereunder. The Policy aims to establish a system for directors, employees, and stakeholders to report any concerns about unethical behavior, actual or suspected fraud, or any violation of the company's code of conduct, in a confidential and responsible manner.


OBJECTIVE :

The objective of this Policy is to provide a mechanism to the directors, employees, and stakeholders of the Company to raise concerns and report instances of unethical behavior, fraud, or violation of the company's code of conduct, thereby ensuring transparency, accountability, and good corporate governance.


SCOPE :

This Policy applies to all directors, employees, and stakeholders of the Company. It covers concerns related to the Company's operations, financial matters, accounting, internal controls, or any other activity that may adversely impact the Company's reputation.


KEY DEFINITIONS :

  • a). The Company means “SIMERO VITRIFIED PRIVATE LIMITED.”
  • b). “Audit Committee” means a Committee constituted by the Board of Directors of the Company in accordance with Companies Act, 2013.
  • b). “Board” means the Board of Directors of the Company.
  • c). Policy or This Policy means, “Vigil Mechanism Policy.”
  • d). “Employee” means all the present employees and Directors of the Company (whether working in India or abroad).
  • e). “Vigilance Officer” means the director nominated by the board of directors as per Rule 7 of The Companies (Meetings of Board and its Powers) Rules 2014.
  • f). “Whistle Blower” is an employee or group of employees who makes a Protected Disclosure under the Policy.
  • g). “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.

VIGIL MECHANISM :

a). The Company shall establish and maintain a vigil mechanism, which shall include a Whistleblower Policy, to enable the directors, employees, and stakeholders to report any concerns or grievances.
b). The Company shall nominate a director from the Board of directors of the company to oversee the implementation and functioning of the vigil mechanism who shall be identified as Vigilance Officer.
c). The Vigilance Officer shall ensure that appropriate safeguards are in place to protect the identity and confidentiality of the complainant and the subject matter of the complaint.


REPORTING MECHANISM :

a). The Company shall provide multiple channels for reporting concerns, including but not limited to email, dedicated telephone helpline, and physical submission of complaints to the designated person or department.
b). The Company shall maintain a designated email address and telephone number exclusively for the purpose of reporting concerns under this Policy.
c). The Company shall ensure that the identity of the complainant is kept confidential, and no adverse action shall be taken against the complainant for making a bona fide complaint.


INVESTIGATION AND ACTION :

a). The Vigilance Officer shall be responsible for overseeing the investigation of complaints received under this Policy.
b). The Vigilance Officer shall ensure that all complaints are appropriately investigated, and necessary action is taken in a timely manner.
c). The Vigilance Officer may seek external professional assistance, as and when required, to conduct a thorough and impartial investigation.
d). The Vigilance Officer shall keep the Board of Directors informed of the complaints received, investigations conducted, and actions taken.


NON-RETALIATION :

The Company prohibits any form of retaliation, discrimination, or harassment against individuals who report concerns or participate in the investigation process under this Policy. Any such retaliation will be subject to disciplinary action, including termination of employment or legal proceedings, as deemed appropriate.


PRESERVATION OF RECORDS :

The Company shall maintain a record of all complaints received, actions taken, and their outcomes for a period as required by applicable laws and regulations.


REVIEW AND AMENDMENT :

This Policy shall be reviewed periodically to ensure its effectiveness and compliance with applicable laws and regulations. Amendments to the Policy shall be approved by the Board of Directors.


COMMUNICATION AND TRAINING :

The Company shall ensure that this Policy is communicated to all directors, employees, and stakeholders. Adequate training programs shall be conducted to create awareness about the vigil mechanism and its importance.


PROTECTION UNDER THE POLICY :

Any person making a complaint under this Policy in good faith shall be protected against any adverse action by the Company. However, if it is determined that a complaint was made maliciously or with a false intent, appropriate action may be taken against the complainant.


CONCLUSION :

The Company is committed to promoting a culture where it is safe for all employees to raise concerns about any poor or unacceptable practice and any event of misconduct.