Companies Act 2013 requires every listed company to
establish a vigil mechanism for the Directors and
employees to report genuine concerns in such manner
as may be prescribed. Such vigil mechanism shall
provide for adequate safeguards against
victimization of person who use such mechanism.
The establishment of vigil mechanism is also
essential as per clause 49 of the Listing agreement
relating to Corporate Governance. The objective of
Whistle Blower (Vigil) mechanism is to provide a
channel to the employees to report to the management
concerns about unethical behavior, actual or
suspected fraud or violation of the Codes of Conduct
or policy. The mechanism also provides adequate
safeguard against victimization of employees.
However neither it authorizes employees to escape
from their duty of confidentiality nor provides a
route for raising malicious allegations against
people in authority or their colleagues in general.
This Policy is an extension of the Code of Conduct.
The Whistle Blowers role is that of a reporting
party with reliable information. They are not
required or expected to act as investigators or
finders of facts, nor would they determine the
appropriate corrective or remedial action that may
be warranted in a given case.
Whistle Blowers should not act on their own in
conducting any investigation activities, nor do they
have a right to participate in any investigation
activities other than as required by the Chairman of
the Audit Committee or the Investigators.
All Employees of the Company are eligible to make
Protected Disclosures under the Policy. The
Protected Disclosures may be in relation to matters
concerning the Company.
The definitions of some of the key terms used in
this Policy are given below:
"Audit Committee" means a Committee
constituted by the Board of Directors of the
"Board" means the Board of Directors of
"Company" means KOTHARI PHYTOCHEMICALS &
"Employee" means every employee of the
Company, including the Directors in the
employment of the Company.
"Investigators" means those persons
authorised, appointed, consulted or approached
by the Chairman of the Audit Committee.
"Protected Disclosure" means any
communications 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 a Protected Disclosure has been
made or evidence gathered during the course of
8. "Whistle Blower" means an Employee
making a Protected Disclosure under this Policy.
The Policy encourages all the Whistle Blowers to
voice all their genuine concerns which shall include
but not limited to the following:
Abuse of authority;
Breach of trust;
Breach of confidentiality;
Any unlawful act, whether criminal or a breach
of the civil law;
Financial irregularities, including fraud, or
Deliberate violation of law and regulation;
Misappropriation of Company’s assets/ funds;
Any other unethical or improper conduct.
All Protected Disclosures including financial/
accounting matters should be addressed to the
Chairman of the Audit Committee of the Company for
If a protected disclosure is received by any
executive of the Company other than Chairman of
Audit Committee, the same should be forwarded to the
Chairman of the Audit Committee for further
Appropriate care must be taken to keep the identity
of the Whistle Blower confidential.
Protected Disclosures should preferably be reported
in writing so as to ensure a clear understanding of
the issues raised and should either be typed or
written in a legible handwriting in English, Hindi
or in the regional language of the place of
employment of the Whistle Blower.
The Protected Disclosure should be forwarded under a
covering letter which shall bear the identity of the
Whistle Blower. The Chairman of the Audit Committee
or as the case may be, shall detach the covering
letter and forward only the Protected Disclosure to
the investigators for investigation.
Protected Disclosures should be factual and not
speculative or in the nature of a conclusion, and
should contain as much specific information as
possible to allow for proper assessment of the
nature and extent of the concern.
For the purpose of providing protection to the
Whistle Blower, the Whistle Blower should disclose
his/her identity in the covering letter forwarding
such Protected Disclosure.
All protected disclosures under this policy will be
recorded and thoroughly investigated. The Audit
committee may investigate and may at its discretion
consider involving any other Officer of the Company.
The decision to conduct an investigation taken by
the audit Committee by itself is not an accusation
and is to be treated as a neutral fact finding
Subject(s) will normally be informed in writing of
the allegations at the outset of a formal
investigation and have opportunities for providing
their inputs during the investigation.
Subject(s) shall have a duty to co-operate with the
Audit Committee or any of the Officers appointed by
it in this regard to the extent that such
cooperation will not compromise self incrimination
protections available under the applicable laws.
Subject(s) have a responsibility not to interfere
with the investigation. Evidence shall not be
withheld, destroyed or tampered with, and witness
shall not be influenced, coached, threatened or
intimidated by the subject(s).
The Identity of the subject(s) and the Whistle
Blower will be kept confidential to the extent
possible, given the legitimate needs of law and the
Unless there are compelling reasons not to do so,
subject(s) will be given the opportunity to respond
to material findings contained in the investigation
report. No allegation of wrong doing against a
subject(s) shall be considered as maintainable
unless there is good evidence in support of the
Subject(s) have a right to be informed of the
outcome of the investigations.
The investigation shall be completed normally within
90 days of the receipt of the protected disclosure
and is extendable by such period as the Audit
Committee may deem fit and proper.
If the Chairman of the Audit Committee reaches to a
conclusion that an improper or unethical act has
been committed, he/ she shall recommend to the
management of the Company to take such disciplinary
or corrective action as he/ she 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.
The Chairman of the Audit Committee will submit a
report to the Board on a regular basis about all
Protected Disclosures referred to him/her, since the
last report together with the results of
investigations, if any.
No unfair treatment will be meted out to a Whistle
Blower by virtue of his/ her having reported a
Protected Disclosure under this Policy.
The identity of the Whistle Blower shall be kept
All other Employees assisting in the said
investigation or furnishing evidence shall also be
protected to the same extent as the Whistle Blower.
RETENTION OF DOCUMENTS
All Protected disclosures documented along with the
results of investigation relating thereto, shall be
retained by the Nodal Officer for a period of 5
(five) years or such other period as specified by
any other law in force, whichever is more.
MODIFICATION / AMENDMENT
The Company reserves its right to modify or amend
this Policy at any time in whole or in part with the
approval of the board of directors. However no such
amendment or modification will be binding on the
employees unless the same is notified to the
employees in writing.