WHISTLE BLOWER POLICY & VIGIL MECHANISM

1.Preamble:

The 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 ethical behavior. Towards this end, the company has adopted a Code of Conduct as prevalent from time to time, which lays down the principles and standards that should govern the actions of the Company, its Associates and its employees.

Section 177 of the Companies Act, 2013 mandates every listed company and such class or classes of companies, as may be prescribed, to establish a vigil mechanism for the directors and the employees to report genuine concerns, in such manner as may be prescribed.

Further, the amended Clause 49 of the Listing Agreement between Listed companies and the Stock Exchanges, interalia, provides for a mandatory requirement for all listed companies to establish a Mechanism or Policy called Whistle Blower Policy for directors and employees to report concerns of unethical behavior, actual or suspected, fraud or violation of the Companys code of conduct or ethics.

2. Policy:

In compliance with the above requirements, Suchitra Finance & Trading Co. Ltd. (SFTCL), being a Listed Company had established a Whistle Blower Policy vide Board resolution dated 15th May, 2012, which shall stand substituted by Whistle Blower Policy & Vigil Mechanism Policy hereto.

3. Scope:

This Policy is an extension of the Code of Conduct. The Whistleblowers role is that of a reporting party with reliable information. They are not required or expected to act as investigators or fact finder, nor would they determine the appropriate corrective or remedial action that may be warranted in a given case. Further, the whistleblowers should not act on their own in conducting any investigative activities.

4. Definitions:

The definitions of some of the key terms used in this Policy are given below.

1. Audit Committee means the Audit Committee constituted by the Board of directors of the company in accordance with the provisions of Section 177 of the Companies Act, 2013 read with Amended Clause 49 of the Listing Agreement.
2. Board of Directors/Board means Board of directors of the company.
3. Employee means every employee of the company including the Whole time Directors of the company
4. Code means Code of conduct of the company.
5. Whistle Blower is someone who makes a Protected Disclosure under this Policy.
6. Whistle Officer means a person designated under this Policy to receive Protected Disclosure(s).
7. Protected Disclosure means any written communication made in good faith that discloses or demonstrates information that may evidence unethical or improper activity. It should be based on facts and should contain such information as required to conduct preliminary investigations.
8. Disciplinary action means any action that can be taken on the completion of/during the investigation proceedings, including but not limited to, a warning, recovery of financial losses, incurred by the company, suspension/dismissal from the services of the Company or any such action as is deemed to be fit by the Committee.

5. Coverage of Policy:

The Policy covers malpractices and events which have taken place/suspected to take place involving:

1. Abuse of Authority.
2. Manipulation of companys data/records.
3. Breach of Employer contract.
4. Financial or compliance irregularities, including fraud, or suspected Fraud.
5. Deliberate violation of law/regulation.
6. Pilferation of confidential/Proprietary information.
7. Misappropriation or misuse of Company funds/assets.

6. Eligibility:

All Employees and directors of the Company are eligible to make protected Disclosures under the Policy. The Protected disclosures may be in relation to matters as point out in Item NO. 05.

7.Disqualifications:

1. While it will be ensured that a genuine whistle Blower is accorded complete protection from any kind of unfair treatment as herein set out, any abuse of this protection will warrant disciplinary action.
2. 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 mala fide intentions.

8. Protected Disclosure:

1. All Protected Disclosures should be reported in writing so as to ensure a clear understanding of the issues raised and should be typed/written in a legible handwriting in English or in Hindi.
2. All such protected Disclosures should be addressed to Head- Legal & Compliance of the company duly accompanied by a covering letter which shall bear the Identity of the Whistle Blower. Protected Disclosure against the Head- Legal & Compliance of the company shall be addressed to the Chairman of the Audit Committee.
3. The contact details of the Chairman of the Audit Committee and the Head- Legal & Compliance department are as under:-
    
   Mr. Ratan Lal Samriya
   Address: B/306-309, Dynasty Business Park,
   Opp. Sangam Cinema, Andheri (E),
   Mumbai- 400 059.
4. The Protected Disclosure should be factual and not speculative or in the nature of conclusion, and should contain as much specific information as possible to allow for proper assessment of the nature and extent of the concern and the urgency of a preliminary investigative procedure.

9. Investigation :

1. On receipt of the Protected Disclosure, the Head- Legal & Compliance of the company shall expeditiously investigate the matters received under this policy. In this regard, it may perform all such acts as it may deem fit, including the following functions:-
    
   1. To call for any information /document and explanation from any employee of the company for the purpose of conducting investigation.
   2. To seek adequate financial or other resources for carrying out investigation.
   3. To call for co-operation from the persons involved for effectively carrying out investigation.
   4. Seek assistance Legal or expert view in relation to Protection Disclosure.
   5. To appoint external agency to assist in investigation.
   6. To delegate such powers and authorities, as it may deem fit and proper to any officer of the company.


2. The investigation by itself would not tantamount to an accusation and is to be treated as a neutral fact finding process.


3. The person in relation to whom or against whom, the Investigation is conducted shall be informed of the allegations and the investigation and shall have the opportunity of providing their inputs during the investigation.


4. The Investigation shall be completed normally within 30 days of the receipt of the Protected Disclosure. However, the extension of not more than 15 days can be granted in the situation necessitating such extention and depending on the merits of the case.


5. The report shall be prepared after completion of the Investigation by the Officer(s) investigating such matter which shall be submitted to the Chairman of the Audit Committee, who shall submit the same along with recommendations to the Managing Director for disciplinary action after providing reasonable opportunity of being heard to the person subjected allegations.


6. After considering the report and recommendations as aforesaid, the Managing Director shall determine and finalize the Disciplinary Action as he may deem fit.


7. In case, the alleged party is the Managing director of the company, then the Chairman of the Audit committee after examining the Protected Disclosure, and if deemed fit, shall forward the same to the other members of the committee, who shall forward the same with recommendations to the Board of Directors for further Disciplinary Action after providing reasonable opportunity of being heard.

 

10. Protection of Whistle Blower:

No unfair treatment will be meted out to a Whistle Blower by virtue of his/her having reported a Protected Disclosure under this policy. Adequate safeguards against victimization of complainants shall be provided. The identity of the Whistle Blower shall be kept confidential to the extent possible and as permitted under the law.

11. Access to the Chairman of the Audit Committee:

The Whistle blower shall have right to access the Chairman of the Audit committee directly in exceptional case and the Chairman of ht Audit Committee is authorized to prescribe suitable directions in this behalf.

12. Retention of documents:

All Protected Disclosures in writing or documented along with the results of Investigation relating thereto shall be retained by the Company for a minimum period of five years from the date of receipt of the Protected Disclosure or completion of Investigation as the case may be.

13.Amendment/Modification

The Board of Directors reserves its right to amend or modify this Policy in whole or in part, at any time without assigning any reason whatsoever. All such amendments or modifications will be notified.

Revised policy adopted in the Board Meeting dated 27.07.2016 due to changes in constitution of committees