USUI SUSIRA International Private Limited (USI) (“organization”) believes in the conduct of Its affairs in a fair, accountable and transparent manner and is committed to creating a culture of ‘Right Doing’ that encourages highest standards of professionalism, ethics, integrity, and objectivity in individual conduct.
Section 177 of Companies Act, 2013 ( “the Act”) read with The Companies (Meetings of Board and its Powers), 2014 (“Rules”) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Regulations) Listing Regulations, provides, as mandatory requirement, for the Company to the establishing of a Vigil Mechanism and Whistle Blower Policy for its directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy. Accordingly, this Whistle Blower Policy (“the Policy”) has been formulated
with a view to provide a mechanism to approach the Sustainability committee of the Company in case of an unethical behavior, actual or suspected, fraud or violation of the Company’s code of conduct.
This policy defines and lays down the process for raising concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct USI-DOC-08, the safeguards in place for the individual raising a Protected Disclosure, the roles and responsibilities of all involved and also sets the time lines for all processes to be followed. In all instances, the Organization retains the prerogative to determine when circumstances warrant an investigation and, in conformity with this policy and applicable laws and regulations, the appropriate investigative process to be employed.
Whistle Blower Policy has been established, intending to achieve the following objectives:
- Establish a single, no threat window whereby an individual, who is aware of any Protected Disclosure in the Company, is able to raise it to the appropriate channel as outlined herein below.
- Ensure appropriate investigations of the Protected Disclosure, timely institutional response & remedial action.
- offer protection to such Individual from victimization, harassment or disciplinary proceedings.
SCOPE & APPLICABILITY:
The policy applies to all the employees of the Organization, across all divisions and locations in India who could make a Protected Disclosure. This Policy offers appropriate protection to the Whistle Blowers from victimization, harassment or disciplinary proceedings in retaliation to his disclosure of any Protected Disclosure.
The mechanism laid down by this Policy neither releases Associates from their duty of confidentiality in the course of their work, nor is it a route for taking up a grievance about a personal situation or service conditions. Policy should not be a route for raising malicious or unfounded allegations against others. Cases pertaining to Prevention of Sexual Harassment & Employee Complaint Resolution Mechanism shall be processed under respective policies of the Company, even if the case is registered through Whistle Blower mechanism hereunder.
Reporting a Protected Disclosure:
Blower must put his/her name to allegations as follow-up questions and investigation may not be possible unless the source of the information is identified. Therefore, Protected Disclosures expressed anonymously will ordinarily NOT be investigated. However, Sustainability Committee under exceptional cases may choose to investigate an anonymous disclosure.
It is recommended that the reporting is done in writing (English/Tamil), so as to assure a clear understanding of the issue. Such reports should be factual rather than speculative and should contain as much specific information as possible.
The whistle-blower need not prove the concern but must demonstrate sufficient grounds for raising the concern. whistle-blowers should not act on their own in conducting any investigative activities, nor do they have a right to participate in any investigative activities other than as requested
The Protected Disclosure should be forwarded under a covering letter which should bear the identity of the Whistle Blower. The Protected Disclosure could be submitted through the Sustainability committee as soon as possible but not later than 30 days after becoming aware of the same.
A quarterly report with all the complaints received under the Policy and their outcome including action taken, shall be placed before the Sustainability Committee. The Audit Committee shall give its recommendations to the Organization on the Disciplinary Actions to be taken.
Remedies & Discipline:
If it is established that an unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct or ethics policy has occurred, on the basis of the recommendations submitted by the Sustainability Committee, the Organization may take any of the following actions as deemed fit to it.
- To reprimand, take Disciplinary Action, impose penalty/punishment or order recovery
- To terminate or suspend any contract or arrangement or transaction vitiated by such unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct or ethics policy.
Any individual or identity found guilty of wrong doing will be subject to Disciplinary Action up to and including termination of employment or legal action, based on severity.
During the investigation period or at any time thereafter, if any individual or identity is found to be :
- Retaliating against the complainant,
- Coaching witnesses or,
- Tampering with evidence,
Then it could lead to Disciplinary Action including termination of employment and/or legal proceedings, as deemed fit.
Malicious and Frivolous Complaints:
False, Trivial, Malicious or Vexatious allegations must not be made and do not qualify for protection under the Whistle blower Policy. In case, the Sustainability Committee concludes that the Protected Disclosure has been made malafide and is a false accusation or is an abuse of policy, then appropriate action against the individual or entity making the disclosure will be taken. In case of repeated frivolous complaints being filed by an individual, the Company shall take Disciplinary Action
up to and including termination of employment or legal action, based on severity, in accordance with Company rules, policies and procedures.
Whistle- Blower Protection:
The Organization will use best efforts to protect Whistle-blowers against retaliation, as described below.
The Organization will keep the whistle-blower’s identity confidential, unless:
- The individual agrees to be identified;
- Identification is necessary to allow the Organization or law enforcement officials to investigate or respond effectively to the report;
- Identification is required by law; or
- The individual accused of compliance violations is entitled to the information as a matter of legal right in disciplinary proceedings.
The Organization, the whistle Blower, the Subject, and every other person involved in the process shall:
- maintain complete confidentiality/secrecy of the matter;
- not discuss the matter in any informal/social gatherings/meetings;
- not keep the papers unattended anywhere at any time;
- keep the electronic mails/files under password.
The new Employees/ Directors of the Company shall be informed about the policy by HR via the new Joinee induction. This policy as amended from time to time shall be posted on the website of the Company.
The Company shall annually affirm that it has not denied any person access to the Sustainability Committee and that it has provided protection to Whistle Blower from adverse personal action, wherever applicable.
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 seven years.
In case of any amendment(s), clarification(s), circular(s) etc. issued by the relevant authorities, not being consistent with the provisions laid down under this Policy, then such amendment(s), clarification(s), circular(s) etc. shall prevail upon the provisions hereunder and this Policy shall stand amended accordingly from the effective date as laid down under such amendment(s), Clarification, Circular(s) etc.
Notwithstanding anything contained in this policy, the Company shall ensure compliance with any additional requirements as may be prescribed under any laws/regulations either existing or arising Out of any amendment to such laws/regulations or otherwise and applicable to the Company, from time to time.
Review & Amendment
The Sustainability Committee shall review the working of the Whistle Blower Mechanism on periodic intervals and shall take appropriate steps as deemed fit by it.
Board or Directors 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 the employees and directors in writing.
- Disciplinary Action: Any action that can be taken on the completion of/ during the investigation proceedings including but not limited to a warning, imposition of fine, Suspension / termination from official duties or any such action as is deemed to be fit considering the gravity of the matter.
- Terms that have not been defined in this Policy shall have the meaning assigned to them in the Companies Act, 2013, SEBI Act and/or any other SEBI Regulations as amended from time to time.