- A. Objective.
Si Creva Capital Services Private Limited (“Company” or “We” or “Our”), a non-banking financial company (“NBFC”) registered with the Reserve Bank of India believes in conducting the affairs of the Company in a fair and transparent manner by adopting and promoting a fair, transparent, ethical and professional work environment with highest standards of honesty and integrity. The Company has articulated this Vigil Mechanism / Whistle Blower Policy (“Vigil Mechanism Policy” / “Policy”) to provide a framework through which all the Directors and employees of the Company (“Whistle Blower”) can report their genuine concerns and actual / potential fraud, illegal, immoral actions or violations and/or any other reportable matters to the designated officials/audit committee appointed by the board of directors of the Company (“Audit Committee”) uninhibitedly, as provided in Section 177 of the Companies Act, 2013 read along with the rules framed thereunder (“Act”).
- B. Who can report?
Any Whistle Blower among the Directors and employees of the Company can expose/disclose any information pertaining to any activity that is deemed illegal, unethical, dishonest or not correct within the Company and/or report genuine concerns and actual or potential violations; freely and without any fear of retaliation; as such incidents, if not reported would breach trust and has potential to endanger the Company’s reputation.
The Whistle Blower’s role is that of reporting the incidents with reliable information only. They should not act, on their own, as investigator(s) and conduct any investigation. They do not have a right to participate in any investigations other than as requested by the designated chairperson of the Audit Committee.
- C. Coverage of the vigil mechanism.
The Vigil Mechanism Policy covers malpractices and events which have taken place or suspected to take place including but not limited to the following:
- 1. deliberate or unintentional non – compliance of the applicable laws;
- 2. misconduct, improper and unlawful practices;
- 3. cases of frauds;
- 4. financial and accounting irregularities;
- 5. misappropriation of Company’s funds;
- 6. theft of Company’s property(ies);
- 7. conflict of interest;
- 8. corruption, bribery and money laundering;
- 9. discrimination if any form;
- 10. violation of company policies.
All matters not covered under this Vigil Mechanism Policy can be reported directly to Whistle Blower’s one over manager or Human Resources contact. The reports/complaints concerning personal grievances, such as professional development issues or employee compensation, shall not be covered for the purposes of this Vigil Mechanism Policy.
- D. Protection and Safeguards.
- protection of Whistle Blower and its witness, if any, against any unfair treatment/practice, harassment and victimization;
- complete confidentiality of the Whistle Blower’s identity. The identity of the Whistle Blower will not be revealed without the Whistle Blower’s consent or unless the Whistle Blower himself/herself has made the details of the complaint either public or disclosed his/her identity to any other office or authority;
- protection of any other employee assisting in the investigation or furnishing evidence, to the same extent as the Whistle Blower;
- protected disclosure is acted upon within specified timeframes and no evidence is concealed or destroyed;
- investigation is conducted honestly, neutrally and in an unbiased manner;
- the subject against whom the disclosure / reporting is made (“Subjects”) or other involved persons in relation with the protected disclosure be given an opportunity to be heard; and
- disciplinary actions are taken against anyone who conceals or destroys evidences related to protected disclosures made under this mechanism.
The protection to Whistle Blower under this Vigil Mechanism Policy shall be provided only if:
i. The disclosure/ complaint has been made in good faith;
ii. The Whistle Blower is not acting for personal gain; and
iii. The Whistle Blower reasonably believes that information or any allegation contained
in the complaint / disclosure, is substantially true.
A Whistle Blower may report any violation of the above clause to the chairperson of the Audit Committee. The chairperson shall decide who shall investigate into the same and recommend suitable action to the board of Directors.
- E. Frivolous Complaints.
- While the Company ensures that genuine Whistle Blowers will be accorded complete protection from any kind of unfair treatment, if any abuse of this protection by any employee / Director is done by filing any false and bogus allegations/complaint with malafide intentions shall warrant disciplinary action.
- The Audit Committee shall take suitable action against the complainant for any such frivolous complaint.
- Any complainant, who makes any disclosure/reporting, which is subsequently found to be mala fide, frivolous, baseless or malicious shall be disqualified from further reporting under this Vigil Mechanism Policy.
- F. Lodging of complaints/ Ethics Helpline.
On behalf of the Board of Directors Name of the Director Krishnan Vishwanathan Address 10th Floor, Tower 4, Equinox Park, LBS Marg, Kurla West, Mumbai 400070 Mobile No. 9221272552 Email -id email@example.com
- G. Investigation Procedure.
The Whistle Blower(s) are expected to speak up and bring forward the concerns or complaints about issues listed under Section C ‘Coverage of the vigil mechanism’. The Ethics Helpline is established for this purpose and the reporting channels which can be made available to the Whistle Blower are covered in Section F ‘Lodging of complaints/ Ethics Helpline’.
The Ethics Helpline will prepare the incident report based on the information provided by the Whistle Blower and will share the incident report with board of Directors in next 2 (two) business days. The incident report must contain, to the extent possible, the following along with the accompanying evidence, to enable proper investigation of the reported incident
a) the date of occurrence and nature of the reportable matter;
b) the names of the employees to whom the reportable matter relates;
c) the relevant factual background concerning the reportable matter; and
d) the basis of such disclosure/reporting.
The investigation shall be completed normally within 15 days from the receipt of the disclosure/ reporting.
In case the Audit Committee is the Subject of the complaint or has perceived conflict of interest, the incident report would be sent to the remaining members of the board of Directors.
The Audit Committee, or member of the board of Directors formed to investigate any complaint who may have a perceived conflict will recuse themselves from further discussions or meetings on the subject.
The Whistle Blowers may also directly report concerns to the board of Directors.
For any complaints made to the Board of Directors directly, it is mandatory for the Whistle Blower to disclose their identity and provide their contact information. The Board of Directors may choose to discuss the matter with the Whistle Blower prior to initiating any review or investigation.
- H. Decision.
If an investigation leads to a conclusion that an improper or unethical act has been committed, the Audit Committee shall recommend to the board of Directors to take such disciplinary or corrective action, as it may deem fit within 1 (one) month from the date of receipt of such complaint.
- I. General.
All the relevant documents namely complaint or the gist of oral complaint, as the case may be, information/ document obtained during the investigation as evidence, including from witness, if any shall be fully secured to avoid any tampering and shall be preserved for a period of 2 (two) years from the date of the closure report or the investigation report, as the case may be.
Any or all the provisions of this Vigil Mechanism Policy would be subject to revision/amendment in accordance with the guidelines on the subject as may be issued by Government, from time to time. The Company also reserves the right to amend or modify, suo moto, this Vigil Mechanism Policy in whole or in part, at any point of time. Any amendment to the Policy shall take effect from the date when it is approved by the Audit Committee and Board of Directors of the Company
The conditions or terms of this Vigil Mechanism Policy can be modified/ amended, cancelled or added in writing with the approval of Board of the Company. However, in the event of any conflict between the contents of this Vigil Mechanism Policy and the Act, the provisions of the Vigil Mechanism Policy shall supersede so long as there is no non-compliance with the provisions of the Act.
The Vigil Mechanism Policy will be displayed on the website of the Company.