Vigil Mechanism and Whistle Blower Policy, pursuant to Section 177(9) and (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014.
1. Preface
1.1 Section 177(9) of the Companies Act, 2013 (“the Act”) read with Rule 7(1) of the Companies (Meetings of Board and its Powers) Rules, 2014 (“the Rules”) requires every listed company, every company which accepts deposits from the public, and every company which has borrowed money from banks and public financial institutions in excess of ₹50 crore, to establish a vigil mechanism for its directors and employees to report genuine concerns.
1.2 FarMart Service Private Limited (“FarMart” or “the Company”) has borrowed money from banks and public financial institutions in excess of ₹50 crore and is therefore required to establish a vigil mechanism.
1.3 As the Company is a private company and is not required to constitute an Audit Committee, the Board of Directors shall, in terms of Rule 7(2) of the Rules, nominate a Director to play the role of the Audit Committee for the purpose of the vigil mechanism, to whom other Directors and employees may report their concerns.
1.4 Accordingly, the Board of Directors of the Company has adopted this Vigil Mechanism and Whistle Blower Policy (“the Policy”).
2. Objectives
2.1 The Company is committed to conducting its business with the highest standards of honesty, integrity, transparency and accountability. The Policy provides a channel for Directors, employees and other stakeholders to report, without fear of retaliation, genuine concerns about unethical behaviour, actual or suspected fraud, or violation of the Company’s Code of Conduct or policies.
2.2 The Policy provides adequate safeguards against victimisation of persons who use the mechanism, and for direct access to the Designated Director in appropriate or exceptional cases.
2.3 The Policy does not release employees from their duty of confidentiality in the course of their work, and it may not be used to raise malicious or unfounded allegations or to settle personal grievances.
3. Definitions
Act — The Companies Act, 2013 and the rules made thereunder, as amended from time to time.
Board — The Board of Directors of the Company.
Company — FarMart Service Private Limited and all its offices and locations.
Designated Director — The Director nominated by the Board under Rule 7(2) of the Rules to play the role of the Audit Committee for the purpose of this vigil mechanism.
Employee — Every employee of the Company, whether permanent, on probation, temporary or on contract, working in India or abroad.
Investigator — Any person appointed by the Designated Director or the Vigilance Officer to investigate a Protected Disclosure, including an external agency.
Protected Disclosure — A concern raised in good faith, through written communication, that discloses or demonstrates information about an unethical or improper activity covered by Clause 5. It should be factual and not speculative, and should contain as much specific information as possible.
Subject — A person or group of persons against or in relation to whom a Protected Disclosure is made, or evidence is gathered during an investigation.
Normal Disclosure — Any complaint or concern that is not a Protected Disclosure, including routine personal grievances, or a concern not raised in the manner set out in Clause 6.
Vigilance Officer — The Vice President - Human Resources of the Company, who assists the Designated Director in administering this Policy, including acknowledging and recording Protected Disclosures and coordinating investigations, under the direction of the Designated Director. The Vigilance Officer does not decide on any Protected Disclosure.
Whistle Blower — A Director, Employee or other person covered by Clause 4 who makes a Protected Disclosure under this Policy.
4. Eligibility and applicability
4.1 This Policy applies to all Directors and Employees of the Company, who may make Protected Disclosures under it.
4.2 Suppliers, buyers, contractors, consultants, partners and other stakeholders of the Company may also report concerns under this Policy, and such concerns shall be dealt with in the same manner.
4.3 Routine personal grievances relating to pay, appraisal, transfer or working conditions are not covered by this Policy and should be raised through the Company’s human resources process. Complaints of sexual harassment shall be dealt with under the Company’s Policy on Prevention of Sexual Harassment.
5. Scope: matters that may be reported
Protected Disclosures may be made in respect of the following, whether actual or suspected:
- Financial fraud, including embezzlement, accounting fraud or misrepresentation of accounts or financial records.
- Bribery or corruption, including acceptance of commission, gifts or favours from suppliers, vendors or buyers.
- Fraud, meaning any act, omission, concealment of any fact or abuse of position with intent to deceive, to gain undue advantage from, or to injure the interests of the Company, its shareholders, creditors or any other person.
- Misappropriation or misuse of Company funds, assets or property.
- Unauthorised access to, or disclosure of, confidential or sensitive data.
- Abuse of authority, manipulation of Company data or records, or violation of law or Company rules.
- Negligence causing substantial and specific danger to health, safety or the environment.
- Any other serious misconduct in violation of the Company’s Code of Conduct.
6. How to make a Protected Disclosure
6.1 In terms of Rule 7(2) of the Rules, all Protected Disclosures shall be reported to the Designated Director. A Protected Disclosure should be made in writing as soon as possible after the Whistle Blower becomes aware of the concern, preferably in the format given in Annexure I, and sent to:
Designated Director — Alekh Sanghera, Director
E-mail — whistleblower@farmart.co (accessible only to the Designated Director and the Vigilance Officer)
Postal address — To the Designated Director, FarMart Service Private Limited, Corporate Office, 3rd Floor, 490-491, Udyog Vihar Phase-III, AIHP Cyber Greens, Gurugram, Haryana – 122008
6.2 A disclosure sent by post should be in a closed and sealed envelope super-scribed “Protected Disclosure under the Vigil Mechanism Policy - Strictly Confidential”. A disclosure sent by e-mail should carry the subject line “Protected Disclosure under the Whistle Blower Policy”.
6.3 Concerns involving the Designated Director. Where the concern involves the Designated Director, the Protected Disclosure may be sent directly to the other Director(s) of the Company at mehtab.hans@farmart.co, who shall deal with it in place of the Designated Director.
6.4 The Whistle Blower should disclose his or her identity to allow follow-up. Anonymous disclosures may be considered at the discretion of the Designated Director, where they contain enough specific information to be investigated.
6.5 The Whistle Blower is not required to prove the concern, but must have reasonable grounds for it. The Whistle Blower shall not conduct any investigation personally, except as requested by the Investigator.
6.6 Normal Disclosures. A concern that is outside the scope of Clause 5, or is not raised in the manner set out in this Clause, shall be treated as a Normal Disclosure and may be referred to the concerned department for handling under the Company’s usual procedures. The protections under Clauses 10 and 11 apply only to Protected Disclosures.
7. Receipt and preliminary review
7.1 On receipt of a Protected Disclosure, the Designated Director, with the assistance of the Vigilance Officer, shall acknowledge it within 7 days where the identity of the Whistle Blower is known. The Vigilance Officer shall maintain a confidential record of each Protected Disclosure containing:
- brief facts of the disclosure;
- whether the same disclosure was raised earlier and, if so, its outcome;
- the action taken to process the disclosure; and
- the findings and recommendations of the Investigator and the Designated Director.
7.2 The Designated Director shall carry out a preliminary review within 14 days of receipt to decide whether the matter is a Protected Disclosure and whether it warrants investigation.
8. Investigation
8.1 Where a Protected Disclosure warrants investigation, the Designated Director shall conduct the investigation or appoint an independent and impartial Investigator, who may be an officer of the Company or an outside agency.
8.2 The decision to investigate is not an accusation and shall be treated as a neutral fact-finding process.
8.3 The Subject shall normally be informed in writing of the allegations at the start of a formal investigation, and shall be given a fair opportunity to respond, including to the material findings of the investigation report.
8.4 The Subject shall co-operate with the investigation and shall not withhold, destroy or tamper with evidence, or influence, coach, threaten or intimidate any witness. The Subject may consult a person of his or her choice, other than the Vigilance Officer, the Investigator or the Designated Director.
8.5 No allegation against a Subject shall be held to be proved unless there is good evidence in support of it. The Subject shall be informed of the outcome of the investigation.
8.6 The investigation shall normally be completed within 90 days of receipt of the Protected Disclosure. The Designated Director may extend this period for reasons to be recorded.
8.7 If the Designated Director has a conflict of interest in any matter, he or she shall recuse himself or herself, and the matter shall be dealt with by the other Director(s) of the Company.
9. Decision and reporting
9.1 On receipt of the investigation report, the Designated Director shall decide on the matter and, if an improper or unethical act is found to have been committed, recommend to the Board or management appropriate disciplinary or corrective action. Such action may include a warning, suspension, recovery of loss, termination of employment, termination of business with a supplier or buyer, or referral to the appropriate authorities.
9.2 Any disciplinary action against an Employee shall follow the Company’s applicable disciplinary procedures and the principles of natural justice.
9.3 The Whistle Blower shall be informed of the outcome, to the extent consistent with confidentiality and the rights of the Subject.
9.4 The Designated Director shall place a report of all Protected Disclosures received, their status and the action taken before the Board every quarter.
10. Protection of the Whistle Blower
10.1 No Whistle Blower who makes a Protected Disclosure in good faith shall be subjected to victimisation, harassment, discrimination, demotion, suspension, termination or any other unfair treatment. The same protection extends to any person who assists in an investigation.
10.2 A Whistle Blower who believes he or she has been victimised may report it directly to the Designated Director, who shall take appropriate remedial action. Any person found to have victimised a Whistle Blower shall face disciplinary action.
10.3 Protection under this Policy does not extend to disciplinary action arising from matters unrelated to the Protected Disclosure, or to a Whistle Blower who is himself or herself involved in the reported misconduct.
11. Confidentiality
11.1 The identity of the Whistle Blower, the Subject and the details of the Protected Disclosure shall be kept confidential and disclosed only to those directly involved in handling it, except where required for the investigation or by law.
11.2 Any person who discloses the identity of a Whistle Blower in breach of this Policy shall be liable to disciplinary action.
12. False or frivolous complaints
12.1 A Whistle Blower who knowingly makes a false or malicious complaint shall be subject to disciplinary action. In terms of Rule 7(5) of the Rules, where a Director or Employee repeatedly makes frivolous complaints, the Designated Director may take suitable action against the concerned Director or Employee, including a reprimand.
13. Retention of documents
13.1 All Protected Disclosures, investigation reports and records of action taken shall be retained by the Company for a minimum period of 8 years.
14. Communication and disclosure
14.1 This Policy shall be communicated to all Directors and Employees and shall be placed on the website of the Company at www.farmart.co.
14.2 In terms of Section 177(10) of the Act, the details of the establishment of the vigil mechanism shall be disclosed on the website of the Company and in the Board’s Report.
15. Review and amendment
15.1 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 Employees and Directors unless the same is notified to them in writing.
Annexure I: format for a Protected Disclosure
To be sent to the Designated Director in a sealed envelope super-scribed “Protected Disclosure under the Whistle Blower Policy – Strictly Confidential”, or by e-mail to whistleblower@farmart.co.
- Name of the Whistle Blower (optional)
- Designation / Department / Relationship with the Company
- Contact number and e-mail
- Name(s) and designation(s) of the Subject(s)
- Nature of the concern (refer Clause 5)
- Date(s) and place of the incident
- Brief description of the concern
- Details of supporting evidence or documents enclosed
- Names of any witnesses
I confirm that this disclosure is made in good faith and that the information given is true to the best of my knowledge.
Signature and date.