Whistle Blower Policy
1.1 RSPL Limited (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. In order to inculcate accountability and transparency in its business
conduct, the Company has been constantly reviewing its existing systems and procedures.
1.2 The Company is committed to open communication regarding the Company's business practices and to protecting the employees from unlawful
retaliation and discrimination for bringing to light unethical behavior and unlawful practices.
2. SCOPE AND OBJECTIVE
2.1 In keeping with its beliefs it has been decided by the Company to introduce a Whistle Blower Policy (hereinafter referred to as "Policy"). The
purpose of this Policy is to provide a framework to promote responsibility and secure whistle blowing. This Policy will enable all employees,
directors and other stakeholders to raise their genuine concerns internally in a responsible and effective manner if and when they discover
information which they believe shows serious malpractice or irregularity within the Company and/or to report to the management instances of
unethical behavior, actual or suspected, fraud or violation of Company's code of conduct or ethics policy.
2.2 This Policy also offers appropriate protection to the whistle blowers from victimization, harassment or disciplinary proceedings. It is further clarified
that the Policy neither releases employees 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.
The definitions of some of the key terms used in this Policy are given below:
3.1 "Associate" means all business associates of the Company including all suppliers, vendors, consultants, auditors, service providers, lessor
(s)/owners of commercial / residential properties, manpower supply agencies, etc., with whom the Company has been dealing with or proposed to
enter into any business transactions.
3.2 "Audit Committee" means the Audit Committee of the Board of Directors of the Company constituted in accordance with Section 177 of the
Companies Act, 2013 and rules framed thereunder.
3.3 "Board" or "Board of Directors" means the Board of Directors of the Company.
3.4 "Company" means RSPL Limited.
3.5 "Complaint" means any written or verbal complaint that is made in the form prescribed hereunder by the Whistle Blower (defined hereunder) that
discloses or demonstrates information that may evidence unethical behavior, actual or suspected, fraud or violation of Company's code of conduct
or ethics policy.
3.6 "Employee" means every employee (including ex-employee) of the Company, including the Directors in whole time employment of the Company
and temporary/contractual employees including but not limited to managerial, personnel, non-managerial personnel, consultants, advisors and
3.7 "Investigator(s)" mean those persons authorized, appointed, consulted or approached by the Chairman of the Audit Committee, Departmental
Heads and includes the auditors of the Company, police and other investigating agency(ies) appointed in terms of this Policy.
3.8 "Policy" means this Whistle Blowers Policy of the Company.
3.9 "Whistle blower" means and includes all the Employees of the Company (including expatriates and outsourced personnel), directors,
stakeholders and Associates, whether presently associated with the Company or not.
3.10 "Vigilance Officer" is a person appointed to receive complaints 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. SCOPE AND EFFECTIVE DATE
4.1 This Policy applies to all the Employees of the Company (including expatriates and outsourced personnel), directors, stakeholders of the
Company including Associates.
4.2 The Whistle Blower's role is that of a reporting party with reliable information about the Company and/or any of its group companies/affiliates. The
Whistle Blower shall co-operate with the Company in the grievance redressal process and extend all support including production of documentary
evidences to investigate the allegations/ complaints. However, Whistle Blower is not required or expected to act as Investigator or finders of facts
unless warranted otherwise.
4.3 This policy shall come into force w.e.f. 16/08/2014
5. COVERAGE OF POLICY
5.1 This policy encourages all the Whistle Blowers to report any kind of misuse of Company's properties, mismanagement or wrongful conduct
prevailing/executed in the Company, which the Whistle Blower in good faith, believes, directly or indirectly evidences any of the following:
a. Breach of the code of conduct and business ethics.
b. Violation of any domestic or international, law or regulations in the area of operation, policies including but not limited to corruption, bribery,
theft, fraud, coercion and willful omission.
c. Criminal offence having repercussions on the Company or its reputation.
d. Rebating of commission/benefit or conflict of interest.
e. Procurement frauds.
f. Mismanagement, gross wastage or misappropriation of company funds/assets.
g. Manipulation of Company data/records.
h. Misappropriating cash/company assets; leaking confidential or proprietary information.
i. Unofficial use of Company's property/human assets.
j. Misrepresentation that knowingly leads, or attempts to mislead.
k. Activities violating Company policies including but not limited to defined policies and standard operating procedures.
l. A substantial and specific danger to public health and safety.
m. An abuse of authority or fraud.
n. Collusive practices and conspiracy involving two or more perpetrators to achieve improper purposes.
o. Any other unethical, biased, favored, imprudent event.
6. COMPLAINT PROCEDURE
6.1 The Whistle Blower shall lodge his/her Complaint with the Vigilance Officer of the Company (the details of the Vigilance Officer are provided below)
and also send a copy of the same to the Audit Committee. The Complaint must be either in the form of a written letter (in closed envelope) or by e-
mail. While the Company would encourage that all complaints are submitted in written, in case there is a Whistle Blower who does not write down
the complaint but makes such Complaint in verbal form, it will be the joint responsibility of the Vigilance Officer and the Whistle Blower to ensure
that the same is reduced to writing. The Whistle Blower must indicate his/her name, contact details and relationship with the Company in the
complaint. Relevant supporting documents/ evidences and a brief background must form an integral part of the written complaint. The name and
contact details of the complainant shall not be disclosed by the Vigilance Officer to anyone except the Chairman. No unnamed complaint shall be
entertained. If the complaint relates to a specific fact or incident, the complainant must ideally lodge the complaint within thirty (30) days from the
date he became aware of such fact or incident. However, in exceptional circumstances a Complaint lodged later than thirty (30) days will also be
treated as seriously as any other Complaint. The Whistle Blower shall exercise caution before lodging a complaint to ensure that he is not doing so
under influence of any person and/or any past incidence
6.2 The Whistle Blower may in appropriate or exceptional cases such as where the complaint is against any Director of the Company or against any
member of the Audit Committee, lodge his/her Complaint directly with the Chairman of the Audit Committee at the following address:
Address: 119-121 Block P&T, Fazal Ganj, Kalpi Road, Kanpur.
6.3 The procedure must be confidential at all levels. Further, the Complaint procedure may be used either to submit a new Complaint or to address a
previous Complaint that has been submitted, where the Employee does not feel that the Complaint has not been satisfactorily addressed.
7. GRIEVANCES REDRESSAL PROCEDURE
7.1 On receipt of a Complaint from a Whistle Blower, the Vigilance Officer on the approval of the Audit Committee may perform all such acts as it
may deem fit and appropriate to safeguard the interests of the Company, including but not limited to, the following functions:
a. Obtain legal opinion or expert's view in relation to the Complaint;
b. Appoint some Investigator or external agency to assist in investigation;
c. Seek assistance of the statutory auditors;
d. Request any officer(s) of the Company to provide adequate financial or other resources for carrying out investigation;
e. Seek explanation and give reasonable opportunity to the accused to respond;
f. Reviewing material findings contained in investigation report; and
g. Recommend appropriate penal action against the accused or against the complainant for lodging false complaint, as the case may be.
7.2 It will be the responsibility of the Audit Committee to launch an investigation against the accused that are named in the Complaint. The objective
of the investigation will be to collate information relating to the Complaint as quickly as possible, to draw objective and unbiased conclusions from
the information collated and submit a report to the Audit Committee with these conclusions.
7.3 The Vigilance Officer and/or any member of Audit Committee cannot act arbitrarily and arrive at a conclusion to take penal action against the
accused or against the complainant for lodging a false complaint, as the case may be, unless prior approval of the Audit Committee is obtained.
7.4 During the period of investigation or even after completion of the investigation, identity of the Whistle Blower and the accused should be kept
confidential and disclosed only to the extent necessary given the legitimate needs of law and the investigation process.
7.5 The accused will normally be informed of the allegations against him and he shall be given requisite opportunities to defend his case before the
7.6 It will be the duty of the accused to co-operate with the Investigator and not to interfere or obstruct with the investigation process. Evidence shall
not be withheld, destroyed or tampered with, and witnesses shall not be influenced, coached, threatened or intimidated by the accused. If found
indulging in any such actions, the accused shall be liable to disciplinary action. Under no circumstances, the accused should compel the
Investigator to disclose the identity of the Whistle Blower.
7.7 A report shall be prepared after completion of investigation by the Vigilance Officer / members or Chairman of the Audit Committee, which shall be
submitted to the Audit Committee. Upon receipt of the report, the Audit Committee shall forward the same along with its recommendations to the
managing director of the Company for disciplinary action. In case, the managing director is the accused and found guilty, the Audit Committee
shall forward such report to the Chairman of the Board of Directors for taking appropriate action.
7.8 All Complaints shall be taken seriously and addressed promptly, discreetly and professionally.
8. PUNITIVE ACTION TO BE TAKEN
8.1 The Company may take the following punitive or disciplinary actions against the accused, on the completion of or during the investigation
proceedings, depending upon the nature of the indiscretion, where the Audit Committee finds him guilty:
a. Counseling and issue of a warning letter;
b. Withholding of promotion / increments;
c. Bar from participating in bonus review cycle;
d. Termination or suspension from employment;
e. Cancellation of orders placed as per purchase/work order;
f. Recovery of monetary loss suffered by the Company; and
g. Legal action or any such action as deemed fit considering the gravity of the matter.
9.1 The Vigilance Officer shall submit a report to the Audit Committee informing the status of the Complaints received from the Whistle Blowers,
grievance resolved and action taken, grievances under investigation and number of false complaints lodged by Whistle Blowers, during each of the
10. PROTECTION AGAINST VICTIMIZATION
10.1 Retaliation against any Whistle Blower is strictly prohibited. No adverse action shall be taken against an Whistle Blower who makes any good-
faith disclosure of suspect or wrongful conduct prevailing in the Company, to the Vigilance Officer or Audit Committee. Any Employees who are
found to be acting in a retaliatory manner or who fail to maintain the Whistle Blower's anonymity may be subject to discipline, which could include
termination of employment. The Employees may in cases of retaliation or discrimination therefrom have direct access to the Chairperson of the
Audit Committee. Retaliatory behavior may include discrimination, physical or mental harassment, vengeance by any other means or form. The
determination of retaliatory behavior is subjective and may vary on a case to case basis.
10.2 Any other Employee assisting in the said investigation or furnishing evidence shall also be protected to the same extent as the Whistle Blower.
10.3 Any employee who feels that he is being subjected to retaliatory behavior must inform the Company Secretary, the Audit Committee, his
supervisor and the Human Resources Department, so that necessary actions can be taken against the perpetrator of such retaliatory behavior.
10.4 However, Employees who knowingly file misleading or false Complaints, without reasonable belief as to the truth or accuracy of the facts thereof
will not be protected by this Policy and may be subject to strict disciplinary actions by the Company including termination of employment.
Further, any such action taken will not prejudice the right of any other party to file civil claims against the wrongful Whistle Blower.
11. RETENTION OF DOCUMENTS AND RECORDS
11.1 All Complaints, documented along with the results of Investigation relating thereto, shall be retained by the Vigilance Officer of the Company for a
minimum period of 5 (five) years or as maybe determined by applicable law. All documents are to be maintained in secured files to which only the
Board of Directors, the Audit Committee and Vigilance Officer shall have access.
12.1 This Policy may be amended from time to time by the Board based on the recommendation of the Audit Committee.
The contact details the Vigilance Officer are as under:-
Mr. Gyanendra Singh.
Senior Manager (Secretarial)
119-121 (Part) Block P&T, Fazal Ganj, Kalpi Road, Kanpur.
Please also send a copy of your Complaint to the attention of:
Mr. Rahul Gyanchandani
Chairman, Audit Committee,
Address: 119-121 Block P&T, Fazal Ganj, Kalpi Road, Kanpur.
August 16, 2014