Vigil Mechanism / Whistle Blower Policy
- This may be called the Vigil Mechanism and Whistle Blower Policy ('the Policy') framed pursuant to section 177(9) of the Companies Act, 2013.
2.1 This Policy applies to all Employees/Directors, regardless of their location. Violations will result in appropriate disciplinary action.
3.1 Responsibility to Report
Disclosures are to be made whenever an employee becomes aware of actual or suspected;
a. fraudulent practices, such as improperly tampering with the books and records, or theft of company property;
b. corruption, including bribery and money laundering;
c. breaches of the Code of Conduct.
The Disclosure should be made promptly upon the Employee becoming aware of the above matter.
The role of a Whistle-blower is limited to making a disclosure. A Whistle blower should not engage in investigations concerning any of the above matters that is the subject of a disclosure. Neither should a Whistle-blower become involved in determining the appropriate corrective action that might follow from the submission of such disclosure.
3.2 Reporting Mechanism
3.2.1 Colourtex Industries Private Limited (CIPL) has established an Ethics & Vigilance Committee to process and investigate such disclosures. The Ethics & Vigilance Committee operates under the supervision of Director Shri. Vishadkumar J. Jariwala. Disclosures are to be made to the
Committee in the prescribed format as follows:
- by email to firstname.lastname@example.org;
- by telephone to the Whistle-blower Mobile No. - 9099063646; or
- by letter addressed to the Ethics & Vigilance Committee, marked "Private and Confidential", and delivered to the Chairman of the Ethics & Vigilance Committee, Colourtex Industries Private Limited, S. No 80, Bhestan GIDC, Pandesara Surat, Gujarat -394221.
3.2.2 Moreover, in exceptional cases, Employees have a right to make Disclosures directly to Shri. Vishadkumar J. Jariwala, Director as follows:
a. by email to email@example.com; or
b. by letter addressed to Shri. Vishadkumar J. Jariwala, marked "Private and Confidential", and delivered at Colourtex Industries Private Limited, S. No 80, Bhestan GIDC, Pandesara Surat, Gujarat -394221.
3.2.3 To enable the proper investigation of any such matter, the Disclosure should include as much information as possible concerning the matter.
To the extent possible, the following information should be provided:
- the nature of the matter;
- the names of the Employees to which the matter relates (for example, please provide the name of the business unit that is alleged to have violated);
- the relevant factual background concerning the matter (for example, if the matter concerns a violation of any procedure/law, please include information about the circumstances and timing of the violation); and
- the basis for the Disclosure (for example, where knowledge of the alleged violation is based upon documents in the Whistle-blower's possession or control, please provide a copy of the pertinent documents).
3.2.4 To enable further investigation of matters, Whistle-blowers are strongly encouraged to provide their name and contact details whenever they make any Disclosure under this Policy. If a Whistle-blower does not provide his or her name and contact details when making a Disclosure, CIPL's ability to investigate the subject-matter of the Disclosure may be limited by its inability to contact the Whistle-blower to obtain further information.
3.2.5 All Disclosures are taken seriously and will be promptly investigated by CIPL in accordance with the applicable laws.
3.3 Protection of Whistle-Blowers
3.3.1 Whistle Blower means an employee or director who makes a disclosure under this policy.
3.3.2 If a Whistle-blower does provide his or her name when making a Disclosure, CIPL will treat as confidential the identity of the Whistle-Blower and the fact that a Disclosure has been made, except as otherwise required by law and to the extent possible while allowing an investigation to proceed.
3.3.3 A Whistle-blower may make a Disclosure without fear of retaliation or intimidation. CIPL prohibits its Employees from engaging in retaliation or intimidation that is directed against a Whistle-blower. Employees who engage in retaliation or intimidation in violation of this Policy will be subject to disciplinary action, which may include dismissal.
3.3.4 However, if a Whistle-blower has been found to have made a deliberately false Disclosure, that Whistle-blower may be subject to disciplinary action, which may include dismissal.
3.4 Role of the Audit Committee
3.4.1 Since the company is not legally mandated to constitute an Audit Committee, Shri. Vishadkumar J. Jariwala, Director shall lead the role of Audit Committee for the purpose of Vigil Mechanism and hence is responsible for supervising the development and implementation of this Policy.
3.5 Conflicts of Interest
Where a Disclosure concerns any members of the Ethics & Vigilance Committee, that member of the Ethics & Vigilance Committee shall be prevented from acting in relation to that Disclosure. In case of doubt, the Chairman of the Board of Directors shall be responsible for determining whether a member of the Ethics & Vigilance Committee must recuse himself or herself from acting in relation to a Disclosure.
If you have any questions concerning this Policy, please contact:
Mr. Vinod D. Patel
Mr. Pratik B. Potlawala