csr policy
Free Website Translator

csr policy

Posted in Uncategorised

1. Context

Alstrong Enterprises India Private Limited was incorporated on 16th September, 2011. The Business of the Company is to import, export, Sale, Purchase, Distributor, Marketing, Trading and manufacturing of all types aluminium Products including Aluminium Panel, Aluminium Composite Panel, Colour coating plant of Aluminium & steel . It has achieved a turnover of Rs 199,78,73,963 and a PBT of Rs. 5,84,17,620 as per its Audited Financials for the year ended 31st March, 2014. Further pursuant to Section 135 of the Companies Act, 2013, and Companies (Corporate Social Responsibility Policy) Rules, 2014 every Company having a net worth of Rs. 500 crore or more or a turnover of Rs. 1,000 crore or more or net profit of Rs. 5 crore or more shall constitute Corporate Social Responsibility Committee (‘CSR Committee’) and the CSR Committee shall formulate and recommend a Policy. The CSR Committee so constituted formulated Policy on Corporate Social Responsibility (CSR Policy) and recommended the same to the Board of Directors of the Company (‘Board’) for its approval. The Board vide its resolution dated July 7, 2014 approved and adopted the CSR Policy with immediate effect.

1.1. Objectives of the Policy

This Policy shall be read in line with Section 135 of the Companies Act 2013, Companies (Corporate Social Responsibility Policy) Rules, 2014 and such other rules, regulations, circulars, and notifications (collectively referred hereinafter as ‘Regulations’) as may be applicable and as amended from time to time and will, inter-alia, provide for the following. Establishing a guideline for compliance with the provisions of Regulations to dedicate a percentage of Company’s profits for social projects. Ensuring the implementation of CSR initiatives in letter and spirit through appropriate procedures and reporting. Creating opportunities for employees to participate in socially responsible initiatives.

1.2. Definitions

In this Policy unless the context otherwise requires:
(a) ‘Act’ means Companies Act, 2013.
(b) ‘Corporate Social Responsibility’ means Corporate Social Responsibility (CSR) as defined in Section 135 of the Companies Act 2013 and Companies Corporate Social Responsibility Policy) Rules 2014.
(c) ‘Ministry’ means the Ministry of Corporate Affairs.
(d) ‘Net Profit’ means net profit as defined in Section 135 of the Companies Act 2013 and Companies Corporate Social Responsibility Policy) Rules 2014 as set out below.
Net Profit as per financial statements prepared in accordance with the applicable provisions of the Act, but shall not include the following, namely.
(i) any profit arising from any overseas branch or branches of the Company, whether operated as a separate company or otherwise.
(ii) any dividend received from other companies in India, which are covered under and complying with the provisions of Section 135 of the Act.
(e) Words and expressions used in this CSR Policy and not defined herein but defined in the Act shall have the meaning respectively assigned to them in the Act.

1.3. CSR Activities

The Policy recognizes that corporate social responsibility is not merely compliance; it is a commitment to support initiatives that measurably improve the lives of underprivileged by one or more of the following focus areas as notified under Section 135 of the Companies Act 2013 and Companies (Corporate Social Responsibility Policy) Rules 2014:
i. Eradicating hunger, poverty & malnutrition, promoting preventive health care & sanitation & making available safe drinking water.
ii. Promoting education, including special education & employment enhancing vocation skills especially among children, women, elderly & the differently abled & livelihood enhancement projects.
iii. Promoting gender equality, empowering women, setting up homes & hostels for women & orphans, setting up old age homes, day care centers & such other facilities for senior citizens & measures for reducing inequalities faced by socially & economically backward groups.
iv. Reducing child mortality and improving maternal health by providing good hospital facilities and low cost medicines.
v. Providing with hospital and dispensary facilities with more focus on clean and good sanitation so as to combat human immunodeficiency virus, acquired immune deficiency syndrome, malaria and other diseases.
vi. Ensuring environmental sustainability, ecological balance, protection of flora & fauna, animal welfare, agroforestry, conservation of natural resources & maintaining quality of soil, air & water.
vii. employment enhancing vocational skills.
viii. Protection of national heritage, art & culture including restoration of buildings & sites of historical importance & works of art; setting up public libraries; promotion & development of traditional arts & handicrafts.
ix. Measures for the benefit of armed forces veterans, war widows & their dependents.
x. Training to promote rural sports, nationally recognised sports, paralymic sports & Olympic sports.
xi. Contribution to the Prime Minister's National Relief Fund or any other fund set up by the Central Government for socio-economic development & relief & welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities & women.
xii. Contributions or funds provided to technology incubators located within academic institutions, which are approved by the Central Government.
xiii. Rural development projects
CSR activities shall be undertaken as projects, programs of activities (either new or ongoing) excluding activities undertaken in pursuance of the normal course of business of the Company.

1.4. The Geographic reach

The Act provides that the Company shall give preference to the local area and areas around it where it operates, for spending the amount earmarked for Corporate Social Responsibility. The Company will thus give preference to conducting CSR activities in the state of Delhi and such other state(s) in India wherein the Company has/will have its operations. However, the Committee may identify such areas other than stated above, as it may deem fit, and recommend it to the Board for undertaking CSR activities.

1.5. Annual spends/Allocation of Funds

1.5.1 The Company would spend not less than 2% of the average Net Profits of the Company made during the three immediately preceding financial years. The surplus arising out of the CSR activity will not be part of business profits of the Company. The Corpus would thus include the 2% of average net profits, as aforesaid, any income arising there from and surplus arising out of CSR activities.
1.5.2 The Company may build CSR capacities of its personnel and/or those of its implementing agencies through Institutions with established track records of at least three financial years but such expenditure shall not exceed five percent of total CSR expenditure of the Company in one financial year.

1.5.3 However if the Company ceases to be covered under sub-section
(1) of Section 135 of the Act for three financial years, then it shall not be required to, comply with the provisions laid down under sub-section (2) to (5) of the said section, til such time it meets the criteria specified in sub-section (1) of the Act.
1.5.4 Average Net Profit for the purpose of Clause 1.5.1 above shall be calculated in accordance with the provisions of Section 198 of the Companies Act, 2013.

2. CSR Committee

2.1 Guiding Principles for Constitution of CSR Committee.
The CSR Committee will consist of three directors, out of which at least one director shall be an independent director.
The Committee will meet at least twice in a year to discuss and review CSR activities and Policy. A quorum of two members is required to be present for the proceedings to take place. Such other meetings of the Committee can be convened as and when deemed appropriate. The Committee members may attend the meeting physically or via such audio- visual means as permitted under the Act. The Committee shall have the authority to cal such employee(s), senior official(s) and or externals, as it deems fit. The Company Secretary shall act as Secretary to the Committee. 2.2 Committee Members The Chairperson and Members of the first CSR Committee are as follows:
Names Chairperson person / Member
Mr. Naveen Agrawal Chairperson
Mr. Pawan Kumar Goyal Co-ordinating Member
2.3. The CSR Committee may form need based teams(s) of members of the Company drawn from various departments to carry on the CSR activities of the Company, as per the directions of the committee.
2.3.1 The Chairperson of the CSR Committee, shall place periodic report(s) about CSR activities undertaken and status thereof, before the Committee at such intervals as may be decided by the Committee.
2.3.2 (a) The members of the teams as discussed in 2.3 above include employees in the Company and/or associated registered Trusts, Societies, or Section 8 companies operating in India, for supporting causes identified by the CSR Committee.
(b) The Said team members should also be provided with adequate facilities as required.
(c) All team members must follow norms of confidentiality, if and as applicable.

2.4 Scope of Functions of CSR Committee

The functions of CSR Committee will, inter-alia, include the following 2.4.1 Notified CSR Activities
1. Eradicating hunger, poverty & malnutrition, promoting preventive health care & sanitation & making available safe drinking water.
2. Promoting education, including special education & employment enhancing vocation skills especially among children, women, elderly & the differently abled &livelihood enhancement projects.
3. Promoting gender equality, empowering women, setting up homes & hostels for women & orphans, setting up old age homes, day care centers & such other facilities for senior citizens & measures for reducing inequalities faced by socially & economically backward groups.
4. Reducing child mortality and improving maternal health by providing good hospital facilities and low cost medicines.
5. Providing with hospital and dispensary facilities with more focus on clean and good sanitation so as to combat human immunodeficiency virus, acquired immune deficiency syndrome, malaria and other diseases.
6. Ensuring environmental sustainability, ecological balance, protection of flora & fauna, animal welfare, agroforestry, conservation of natural resources & maintaining quality of soil, air & water.
7. Employment enhancing vocational skills.
8. Protection of national heritage, art & culture including restoration of buildings & sites of historical importance & works of art; setting up public libraries; promotion & development of traditional arts & handicrafts.
9. Measures for the benefit of armed forces veterans, war widows & their dependents.
10. Training to promote rural sports, nationally recognised sports, paralymic sports & Olympic sports.
11. Contribution to the Prime Minister's National Relief Fund or any other fund set up by the Central Government for socio-economic development & relief & welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities & women.
12. Contributions or funds provided to technology incubators located within academic institutions, which are approved by the Central Government.
13. Rural development projects
2.4.2 Ancillary Activities
i. To publicize the CSR Policy and initiatives org-wide, especially through mailers, screen saver and Policy documentation and upload(s) on website.
ii. To plan and carry out workshops to increase employee awareness on various projects and initiatives.
iii. Such other activities as directed by the Board of Directors of the Company and/or as deemed appropriate and expedient by the Committee for the furtherance of CSR objectives of the Company, in pursuance with the Regulations. 2.4.3 Transparent Monitoring Mechanism
The CSR Committee, shall prepare a transparent monitoring mechanism for ensuring implementation of the projects / programme / activities proposed to be undertaken by the Company.
The CSR Committee shall have the authority to obtain professional advice from external sources and have full access to information contained in the records of the Company as well as the powers to call any employee / external consultant or such other person(s) and for such purpose as may be deemed expedient for the purpose of accomplishments of overall CSR objectives laid down under the Act.

3. Procedures

3.1 Funding
1.As per the Regulations the Company will set aside, for annual CSR activities, an amount equal to 2% of the average Net Profits of the Company made during the three immediately preceding financial years. Any utilized CSR allocation of a particular year, will be carried forward to the following year, i.e. the CSR budget will be non-lap-sable in nature.
Provided that all reasonable efforts will be made to ensure that the annual CSR allocation is fully utilized in the respective year. However, if the Company fails to spend such amount, the Board of Directors shall, in its report under clause (o) of subsection (3) of section 134 of the Act, shall specify the reasons for not spending the amount.
2. Annexure III contains the details of the proposed expenditure for respective Financial Year, towards CSR activities. The same shall be amended annually according to the Financial Year after the review by the Committee or at such time, as the Committee may deem fit.
3. Tax treatment of CSR spend will be in accordance with the Income Tax Act, 1961 as may be notified by Central Board of Direct Taxes (CBDT).

3.2 Planning and Implementation


1. For the purpose of focusing its CSR efforts in a continued and effectives, eradicating hunger, poverty & malnutrition of the deprived economically background and poor sections of the society and those hailing from rural areas and slums in cities by provision of free food distribution, relief and sustenance is identified as main thrust area besides other activities permitted under the regulation.
2. The Projects may be divided into two main categories - Direct Project Funding and Employee Engagement. Projects which involve considerable financial commitment undertaken on a timeframe of 1-3 years where the Company will be the primary sponsor, will be considered under Direct Project Funding and accorded due significance. Payroll Giving initiatives will fall under Employee Engagement.
3. A list of CSR projects/programmes which the Company plans to undertake during the implementation year will be laid down before the Committee at the beginning of each year, specifying modalities of execution in the areas/sectors chosen and implementation schedules for the same.
4.Identification of projects and the executing agency/NGO will be made, inter-aiia, by assessing the following:
a. Project Objectives
b. Baseline survey - As-is and To-be state basis, accordingly the outcome of the project will be measured.
c. Implementation schedules - Timelines for milestones of the project will need to be prescribed and agreed upon.
d. Responsibilities and authorities.
e. Major results expected and measurable outcome including the expenses/charges ratio as against the actual CSR spend.
5. If the Company decides to set up a Trust or Section 8 Company, or Society or Foundation or any other form of entity operating within India to facilitate implementation of its CSR activities in accordance with its stated CSR Policy, the following shall apply.
a. The Company would need to specify the projects/programmes to be undertaken by such an organization, for utilizing funds provided by it.
b. The Company shall establish a monitoring mechanism to ensure that the allocation is spent for the intended purpose only.
6. The Company may also conduct/implement its CSR programmes through Trusts, Societies, or Section 8 companies operating in India, which are not set up by the Company itself, herein collectively referred to as 'CSR Partner' or 'CSR Partner(s)'.
7. Such spends may be included as part of its prescribed CSR spend only if such organizations have an established track record of at least three years in carrying on activities in related areas.
8. Company may collaborate or pool resources with other companies to undertake CSR activities within India. Only activities which are not for the benefit of employees of the company or their family members shall be considered as CSR activity.

3.3 Projects / Partners

1. CSR Committee in consultation of the Board of Directors of the Company will identify suitable projects for implementation in line with the objectives of the Company and requirements laid down under the Regulations. These projects would be executed either directly by the Company and/or through CSR Partner(s).

3.4 Criterion for CSR Partners) and Agreement

1. While identifying projects, CSR Committee will assess CSR Partner(s) organizations who would execute the projects at the grass root level. At a minimum they need to meet the following criteria.
a. The CSR Partner(s) has a permanent office/address in India.
b. The CSR Partner(s) is a Trusts, Societies, or Section 8 Company having an established track record of three years in undertaking similar CSR programs or projects in pursuance with the relevant regulations.
c. Possesses a valid income-tax Exemption Certificate.
d. The antecedents of the CSR Partner are verifiable.
e. Have requisite framework to report progress/status of the projects on a quarterly basis on agreed parameters.
f. Maintain a required level of auditable records on the CSR initiatives conducted in conjunction with the Company as agreed mutually.
2. Once the project/program is approved, the Company and the CSR Partner will be required to enter into an agreement as per the standard MOU requirements.

3.5. Review and Reporting

The CSR Committee will review the philanthropic activities of the Company and will provide progress update to the Board of Directors every six months/such other intervals as deemed fit.
The Company will report, in the prescribed format as set out herein as Annexure II, the details of CSR initiatives and activities of the Company in the Directors' Report and on the website of the Company, as required under the Regulations. Such reporting will be done, pertaining to financial year(s) commencing on or after the 1st day of April 2014.

4. Monitoring

1. Appropriate documentation and amendments of the CSR Policy, annual CSR activities, reports on execution by CSR Partner(s) and expenditures will be undertaken on a regular basis and same will be available to the Board of Directors of the Company.
2. Initiatives undertaken on the CSR front will be reported in the Annual Report of the Company.
3. The CSR Committee and persons / entities authorised by it, will conduct due diligence checks on the current projects/partners on a quarterly basis and report anomalies, if any, immediately.
4. Based on analysis of current projects, carry out roadmap planning for allocation of budget and selection of projects. The same will be done at least once in a financial year.
5. Plan and publish an annual calendar of major events so as strive for maximum participation of stakeholders.

5. Amendments to the Policy

The Board of Directors on its own and/or as per the recommendations of CSR Committee can amend this Policy, as and when required as deemed fit. Any or all provisions of the CSR Policy would be subject to revision/amendment in accordance with the Regulations on the subject as may be issued from relevant statutory authorities, from time to time.

Annexure I

Partners and Philanthropic initiatives
•ISKCON FOOD RELIEF FOUNDATION (IFRF)
•ISKCON Food Relief Foundation is a Public Charitable Trust formed under the Bombay Public Trust Act, 1950 on 23rd April, 2014 vide Registration No: E-21854. The Registered Office of the Trust is situated at •ISKCON Ashram, Hare Krishna Land, Juhu, Mumbai - 400049. ISKCON Food Relief Foundation is the biggest implementer of the Government of India’s Mid-day Meal programme in Delhi/NCR and is providing hygienically cooked, balanced, nutritious, wholesome food for children in municipal and government aided schools.
•ISKCON Food Relief Foundation is a Non-Religious, Non-Sectarian, and Not-for Profit Charitable Trust Registered with Charity Commissioner.
•The Mid-day meal programme is.
•A strategic program to liberate the underprivileged children from scourge of hunger and malnutrition.
• A project of the Government of India, and is being implemented by ISKCON Food Relief Foundation.
• It is being implemented in Government aided and Municipal schools for the benefit of underprivileged children.
• It is done without any commercial motive and the benefits will be available to students at large without any discrimination on grounds of religion, caste, creed or sex.
It’s flagship programme strategically addresses the two most pressing problems of hunger and illiteracy amongst children in India. It helps to bring children to the classroom every day by offering free daily meals. In this way the hungry child is encouraged to attend school and, through education gain a better future for himself and his communities.
The success of this scheme is illustrated by a marked increase in the number of children for enrolment, retention, performance and completion in different schools. It is driving underprivileged children of Delhi/NCR to explore their potentials, earn a decent living and live a respectable life in the society.
• The Objectives of the trust are.
1. To uphold and promote the Socio-Economic welfare of the underprivileged sections of the society through education among children hailing from poor families in rural areas and/or urban slums in the country initially, especially those attending Government and other schools mainly catering to such underprivileged students by providing sustenance and support through provision of free food , meals, refreshment etc during the school hours so that their continued attendance in schools and prolongation of education are ensured and the damaging needs of poverty of their families do no deprive them away from the schools and to ensure better nutrition health and well being of such children.
2. Try to banish hunger of the deprived economically backward and poor section of the society and those hailing from rural areas and slums in Cities by every possible method, by the provision of free food distribution, relief and sustenance.
3. Evolve means and methods to eradicate child laborers in sections of society referred to in sub clause (1) and (2) above and protecting the children of those sections of society against hazardous labour where the Indian children are at present used and exploited.
4. To assist, provide and support the poor through construction of community halls, rest houses, orphanages, rescue centers, rehabilitation centres, accommodation etc to the poor by giving food and to support them by providing clothing, shelter etc., to them and to donate for and make cash grants for such purposes.
5. To provide support and assist in projects meant to be economic and social uplift of the poor which may include employment opportunities, village improvements schemes, construction of roads, houses, drainages, sanitation, drinking water, better farming methods, etc.

Annexure II

Format for the Board of Directors report on CSR to form part of the Annual Report and website of the Company.
1. Brief outline of Company's CSR Policy including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR Policy and projects or programs.
2. The composition of the CSR Committee.
3. Average Net Profit of the company for last three financial years.
4. Prescribed CSR Expenditure (two percent of the amount as in item No. 3 above).
5. Details of CSR spent during the financial year.
a) total amount to be spent for the financial year.
b) Amount unspent.
c) Manner in which the amount spent during the financial year is detailed below.
S.No. CSR project / activity identified Sector in which the Project is covered Projects / Programmes 1. Local area / others 2. Specify the State and district where projects or programs were undertaken Amount outlay (budget) project / programs wise Amount spent on the project / programs Subheads: 1. direct expenditure on project. 2.Overheads Cumulative spend upto to the reporting period Amount spent: Direct / through Implementing agency
               

6.In case the Company fails to spend the 2% of the Average Net Profit (INR) of the last 3 financial years, the reasons for not spending the amount shall be stated in the Board report.

7.Responsibility statement, of the CSR Committee, that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the Company.

(Executive Director/Director)                        (Chairperson CSR Committee)

Annexure III Proposed Expenditure on CSR Activities for Financial Year 2014-15
SR.No. Organization Name Amount
I. Modality : Direct Funding  
  Iskcon food Relief Foundation  
II. Iskcon food Relief Foundation  
III. Modality: Employee engagement & other activities  
IV. Balance amount not identified at the beginning of the year, to be determined by the CSR Committee during the course of the year, so as to ensure best possible spend in the spirit of CSR requirements. 14,82,472

The aforesaid projects will be implemented by CSR Committee under the overall supervision and monitoring of the Board of Directors of the Company.

Privacy Policy

Posted in Uncategorised

1. PREFACE

1.1. Section 177 of the Companies Act, 2013 requires every listed company and such class or classes of companies, as may be prescribed to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed. Such a vigil mechanism shall provide for adequate safeguards against victimization of persons who use such mechanism and also make provision for direct access to the Audit Committee in appropriate or exceptional cases.
1.2. As per Companies (Board Meeting and its Powers) Rules, 2014.
(1) Every listed company and the companies belonging to the following class or classes shall establish a vigil mechanism for their directors and employees to report their genuine concerns or grievances-
(a) the Companies which accept deposits from the public.
(b) the Companies which have borrowed money from banks and public financial institutions in excess of fifty crore rupees.
(2) The companies which are required to constitute an audit committee shall oversee the vigil mechanism through the committee and if any of the members of the committee have a conflict of interest in a given case, they should rescue themselves and the others on the committee would deal with the matter on hand.
(3) In case of other companies, the Board of directors shall nominate a director to play the role of audit committee for the purpose of vigil mechanism to whom other directors and employees may report their concerns. (4) The vigil mechanism shall provide for adequate safeguards against victimisation of employees and directors who avail of the vigil mechanism and also provide for direct access to the Chairperson of the Audit Committee or the director nominated to play the role of Audit Committee, as the case may be, in exceptional cases.
(5) In case of repeated frivolous complaints being filed by a director or an employee, the audit committee or the director nominated to play the role of audit committee may take suitable action against the concerned director or employee including reprimand.
1.3. Under these circumstances, Alstrong Enterprises India Private Limited, being a Private Limited Company proposes to establish a Whistle Blower Policy/ Vigil Mechanism and to formulate a policy for the same.

2. POLICY OBJECTIVES

2.1. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. A Vigil (Whistle Blower) mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the Codes of conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Audit Committee in exceptional cases.
2.2. This neither releases employees from their duty of confidentiality in the course of their work nor can it be used as a route for raising malicious or unfounded allegations against people in authority and / or colleagues in general.

3. SCOPE OF THE POLICY

3.1. This Policy covers malpractices and events which have taken place / suspected to have taken place, misuse or abuse of authority, fraud or suspected fraud, violation of company rules, manipulations, negligence causing danger to public health and safety, misappropriation of monies, and other matters or activity on account of which the interest of the Company is affected and formally reported by whistle blowers concerning its employees.

4. DEFINITIONS

4.1. “Alleged wrongful conduct” shall mean violation of law, Infringement of Company’s rules, misappropriation of monies, actual or suspected fraud, substantial and specific danger to public health and safety or abuse of authority”.
4.2. “Audit Committee” means a Director nominated by the Board to play the role of Chairman, Audit Committee for the purpose of Vigil Mechanism as prescribed under the Companies (Meeting of the Board and its Powers) Rules, 2014 of Companies Act, 2013.
4.3. “Board” means the Board of Directors of the Company.
4.4. “Company” means the Alstrong Enterprises India Private Limited, and all its offices.
4.5. “Code” means Code of Conduct for Directors and Senior Management Executives adopted by Alstrong Enterprises India Private Limited,.
4.6. “Employee” means all the present employees and whole time Directors of the Company (Whether working in India or abroad).
4.7. “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.
4.8. “Subject” means a person or group of persons against or in relation to whom a Protected Disclosure is made or evidence gathered during the course of an investigation.
4.9. “Vigilance and Ethics Officer” means an officer appointed to receive protected disclosures from whistle blowers, maintaining records thereof, placing the same before the Audit Committee for its disposal and informing the Whistle Blower the result thereof.
4.10. “Whistle Blower” is an employee or group of employees who make a Protected Disclosure under this Policy and also referred in this policy as complainant.

5. ELIGIBILITY

All Employees of the Company are eligible to make Protected Disclosures under the Policy in relation to matters concerning the Company.

6. RECEIPT AND DISPOSAL OF PROTECTED DISCLOSURES.

6.1. All Protected Disclosures should be reported in writing by the complainant as soon as possible after the Whistle Blower becomes aware of the same so as to ensure a clear understanding of the issues raised and should either be typed or written in a legible handwriting in English or in Hindi.
6.2. The Protected Disclosure should be submitted in a closed and secured envelope and should be super scribed as “Protected disclosure under the Whistle Blower policy”. Alternatively, the same can also be sent through email with the subject “Protected disclosure under the Whistle Blower policy”. If the complaint is not super scribed and closed as mentioned above, it will not be possible for the Audit Committee to protect the complainant and the protected disclosure will be dealt with as if a normal disclosure. In order to protect identity of the complainant, the Vigilance and Ethics Officer will not issue any acknowledgement to the complainants and they are advised neither to write their name / address on the envelope nor enter into any further correspondence with the Vigilance and Ethics Officer. The Vigilance and Ethics Officer shall assure that in case any further clarification is required he will get in touch with the complainant.
6.3. Anonymous / Pseudonymous disclosure shall not be entertained by the Vigilance and Ethics Officer.
6.4. The Protected Disclosure should be forwarded under a covering letter signed by the complainant. The Vigilance and Ethics Officer / Audit Committee/ CEO/ Chairman as the case may be, shall detach the covering letter bearing the identity of the Whistle Blower and process only the Protected Disclosure.
6.5. All Protected Disclosures should be addressed to the Vigilance and Ethics Officer of the Company or to the Audit Committee in exceptional cases. The contact details of the Vigilance and Ethics Officer / Audit Committee are as under:-
Name and Address :Mr. Naveen Agrawal (Director nominated to act as the Chairman of Audit Committee)
Address :B-12B, First Floor,, Kalkaji, New Delhi-110019
Email :naveen.agrawal@worldswindow.cc
6.6. Protected Disclosure against the Nominee Director should be addressed to the Director of the Company and the Protected Disclosure against the Director of the Company should be addressed to the Audit Committee.
6.7. On receipt of the protected disclosure the Vigilance and Ethics Officer / Chairman/ CEO / Audit Committee, as the case may be, shall make a record of the Protected Disclosure and also ascertain from the complainant whether he was the person who made the protected disclosure or not. He shall also carry out initial investigation either.
himself or by involving any other Officer of the Company or an outside agency before referring the matter to the Audit Committee of the Company for further appropriate investigation and needful action. The record will include:
a) Brief facts.
b) Whether the same Protected Disclosure was raised previously by anyone, and if so, the outcome thereof.
c) Whether the same Protected Disclosure was raised previously on the same subject.
d) Details of actions taken by Vigilance and Ethics Officer / Chairman/ CEO for processing the complaint.
e) Findings of the Audit Committee.
f) The recommendations of the Audit Committee/ other action(s).
6.8 The Audit Committee, if deems fit, may call for further information or particulars from the complainant.

7. INVESTIGATION

7.1. 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 and/ or an outside agency for the purpose of investigation.
7.2. The decision to conduct an investigation is by itself not an accusation and is to be treated as a neutral fact finding process.
7.3. 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.
7.4. Subject(s) shall have a duty to co-operate with the Audit Committee or any of the Officers appointed by it in this regard.
7.5. Subject(s) have a right to consult with a person or persons of their choice, other than the Vigilance and Ethics Officer / Investigators and/or members of the Audit Committee and/or the Whistle Blower. 7.6. 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).
7.7. 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 allegation.
7.8. Subject(s) have a right to be informed of the outcome of the investigations. If allegations are not sustained, the Subject should be consulted as to whether public disclosure of the investigation results would be in the best interest of the Subject and the Company.
7.9. 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 deems fit.

8. DECISION AND REPORTING

8.1. If an investigation leads the Vigilance and Ethics Officer / Audit Committee to conclude that an improper or unethical act has been committed, the Vigilance and Ethics Officer / Audit Committee shall recommend to the management of the Company to take such disciplinary or corrective action as he 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.
8.2. The Vigilance and Ethics Officer shall submit a report to the Audit Committee on a regular basis about all Protected Disclosures referred to him/her since the last report together with the results of investigations, if any.
8.3. In case the Subject is the Chairman/CEO of the Company, the Audit Committee after examining the Protected Disclosure shall forward the protected disclosure to other members of the Audit Committee if deemed fit. The Audit Committee shall appropriately and expeditiously investigate the Protected Disclosure.
8.4. If the report of investigation is not to the satisfaction of the complainant, the complainant has the right to report the event to the appropriate legal or investigating agency.
8.5. A complainant who makes false allegations of unethical & improper practices or about alleged wrongful conduct of the subject to the Vigilance and Ethics Officer or the Audit Committee shall be subject to appropriate disciplinary action in accordance with the rules, procedures and policies of the Company.

9. SECRECY / CONFIDENTIALITY

9.1. The complainant, Vigilance and Ethics Officer, Members of Audit Committee, the Subject and everybody involved in the process shall:
9.1.1. Maintain confidentiality of all matters under this Policy.
9.1.2. Discuss only to the extent or with those persons as required under this policy for completing the process of investigations.
9.1.3. Not keep the papers unattended anywhere at any time.
9.1.4. Keep the electronic mails / files under password.

10. PROTECTION

10.1. 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 company, as a policy, condemns any kind of discrimination, harassment, victimization or any other unfair employment practice being adopted against Whistle Blowers. Complete protection will, therefore, be given to Whistle Blowers against any unfair practice like retaliation, threat or intimidation of termination / suspension of service, disciplinary action, transfer, demotion, refusal of promotion or the like including any direct or indirect use of authority to obstruct the Whistle Blower’s right to continue to perform his duties / functions including making further Protected Disclosure. The company will take steps to minimize difficulties, which the Whistle Blower may experience as a result of making the Protected Disclosure. Thus if the Whistle Blower is required to give evidence in criminal or disciplinary proceedings, the Company will arrange for the Whistle Blower to receive advice about the procedure, etc.
10.2. A Whistle Blower may report any violation of the above clause to the Audit Committee, who shall investigate into the same and recommend suitable action to the management.
10.3. The identity of the Whistle Blower shall be kept confidential to the extent possible and permitted under law. The identity of the complainant will not be revealed unless he himself has made either his details public or disclosed his identity to any other office or authority. In the event of the identity of the complainant being disclosed, the Audit Committee is authorized to initiate appropriate action as per extant regulations against the person or agency making such disclosure. The identity of the Whistle Blower, if known, shall remain confidential to those persons directly involved in applying this policy, unless the issue requires investigation by law enforcement agencies, in which case members of the organization are subject to subpoena.
10.4. Any other Employee assisting in the said investigation shall also be protected to the same extent as the Whistle Blower.
10.5. Provided however that the complainant before making a complaint has reasonable belief that an issue exists and he has acted in good faith. Any complaint not made in good faith as assessed as such by the Audit Committee shall be viewed seriously and the complainant shall be subject to disciplinary action as per the Rules / certified standing orders of the Company. This policy does not protect an employee from an adverse action taken independent of his disclosure of unethical and improper practice etc. unrelated to a disclosure made pursuant to this policy.

11. ACCESS TO AUDIT COMMITTEE

11.1. The Whistle Blower shall have right to access Audit Committee directly in exceptional cases and the Audit Committee is authorized to prescribe suitable directions in this regard.

12. COMMUNICATION

12.1. A whistle Blower policy cannot be effective unless it is properly communicated to employees. Employees shall be informed through by publishing in notice board and the website of the company.

13. RETENTION OF DOCUMENTS

13.1. All Protected disclosures in writing or documented along with the results of Investigation relating thereto, shall be retained by the Company for a period of 7 (seven) years or such other period as specified by any other law in force, whichever is more.

14. ADMINISTRATION AND REVIEW OF THE POLICY

14.1. The Director – Mr. Naveen Agrawal shall be responsible for the administration, interpretation, application and review of this policy. The Chief Financial Officer also shall be empowered to bring about necessary changes to this Policy, if required at any stage with the concurrence of the Audit Committee.

15. 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

More Articles...