Aequs Limited Proprietary Document
Aequs Limited
WHISTLE BLOWER POLICY
(VIGIL MECHANISM POLICY)
(Restated policy approved by the Board of Directors in the meeting held on April 29, 2023)
- Preface
Transparency, Trust, and Respect being the core values of Aequs Limited and its group companies (hereinafter referred to as “We/AEQUS/Company”), it is anticipated to conduct its affairs in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior. To ensure that there is a common standard of professional behavior across the Company, we also have listed down certain Codes of Conduct which every individual is expected to abide by. We are committed to developing a culture where it is safe for all employees and stakeholders to raise concerns about any poor or unacceptable practice and any event of misconduct.
The Management has established a mechanism called “Vigil Mechanism” for Whistle Blower/s (as defined below) to report to the management, instances of unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy. A culture of transparency and accountability is essential to prevent such situations occurring or to address them when they do occur.
The purpose of setting up this policy is to, (a) provide a platform and mechanism for the Whistle Blower/s to voice genuine concerns or grievances about unprofessional conduct without fear of reprisal; (b) provide a method of properly addressing bona-fide concerns that Whistle Blower/s of the Company might have, while also offering them protection from harassment, victimization or disciplinary proceedings; and (c) prevent any embezzlement of funds of the Company or any other prejudicial act, which is detrimental to the interest of the Company.
The policy neither releases Whistle Blower/s 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.
- Policy
2.1 This Policy is for the Employees, Directors, and all other stakeholders of the Company.
2.2 The Policy aims at providing the platform for Whistle Blower/s for raising any of the concerns, more fully mentioned in clause 5 below.
- Definitions
3.1 “Audit Committee” shall mean the committee constituted as such by the Board of Directors of the company. For this purpose, the Board of Directors shall have the same meaning as ascribed to in the Companies Act 2013.
3.2 “Director” means individually and collectively, the Board of Directors of the Company as constituted from time to time and shall include members of the Audit Committee.
3.3 “Disciplinary Action” means any action that can be taken on the completion of /during the investigation proceedings including but not limiting to a warning, imposition of fine, suspension from official duties or any such action as is deemed to be fit considering the gravity of the matter.
3.4 “Employee” means an individual employee of AEQUS who works for AEQUS, directly or indirectly, under which AEQUS has the right to control the details of work performance by providing a specific wage or salary.
3.5 “Ombudsperson” shall be a one of the Director for the purpose of receiving all Protected Disclosure under this Policy and ensuring appropriate action. Board/Audit Committee shall have the authority to appoint / change the Ombudsperson from time to time.
3.6 “Protected Disclosure” means a concern raised by a written communication made in good faith that discloses or demonstrates information that may evidence unethical or improper activity and includes any oral communication directly to Ombudsperson or Whistle Committee members.
3.7 “Stakeholder/s” for the purpose of this policy shall mean and includes persons such as stakeholders as (a) employees of the affiliates, (b) employees of other agencies deployed for the Aequs operations, whether working from any of the third party offices or any other location, (c) Contractors, vendors, suppliers or agencies (or any of their employees) providing any material or service to Aequs, (d) Customers of Aequs and (e) any other person having an association with Aequs.
3.8 “Subject” means a person against or in relation to whom a Protected Disclosure is made or evidence gathered during the course of an investigation.
3.9 “Whistle Blower” is any Employee, Director or any stakeholder who makes a Protected Disclosure under this Policy.
3.10 “Whistle Committee” means a committee constituted under this policy to conduct detailed investigation.
3.11 “Whistle Blower Guidelines” means the document envisaging the detailed procedure for Protected Disclosure by the Whistle Blower.
- The Guiding Principles
4.1 To ensure that this Policy is adhered to, and to assure that the concern will be acted upon seriously, the Company will:
- Ensure that the Whistle Blower and/or the person assisting the Whistle Blower in the Protected Disclosure is not victimized for doing so;
- Treat victimization as a serious matter including initiating Disciplinary Action on such person/(s);
- Ensure complete confidentiality;
- Not attempt to conceal evidence of the Protected Disclosure;
- Take Disciplinary Action, if anyone destroys or conceals evidence of the Protected Disclosure made/to be made; and
- Provide an opportunity of being heard to the persons involved, especially to the Subject.
- Outcome of the investigation shall be informed to Subject after the completion of the inquiry/investigation process.
- Coverage of Policy
5.1 The Policy covers malpractices and events which have taken place/ suspected to take place involving:
- Any action affecting the brand image of AEQUS;
- Breach of Core Values;
- Victimization or harassment of personnel;
- Abuse of authority;
- Breach of contract;
- Negligence causing substantial and specific danger to public health and safety;
- Manipulation of company data/records;
- Financial irregularities, including fraud, or suspected fraud;
- Criminal offence;
- Pilferage of confidential/propriety information;
- Deliberate violation of law/regulation;
- Wastage/misappropriation of company funds/assets;
- Breach of Company Code of Conduct, Bylaws or Rules; or
- Unlawful gains arising out of the Company’s resources;
- Any other unethical, biased, favored, imprudent event.
- Information tending to show any matter falling within any of the preceding paragraphs has been, is being or likely to be deliberately concealed.
The above list is only illustrative and should not be considered as exhaustive.
5.2 Policy should not be used for raising malicious or unfounded allegations against colleagues.
- Disqualifications
6.1 While it will be ensured that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment as herein set out, any abuse of this protection will warrant Disciplinary Action.
6.2 Protection under this Policy would not mean protection from Disciplinary Action arising out of false or bogus allegations made by a Whistle Blower knowing it to be false or bogus or with a mala fide intention.
6.3 Whistle Blowers, who make any Protected Disclosures, which have been subsequently found to be mala fide, frivolous or malicious or found to be baseless or reported not-in-good-faith would be subjected to Disciplinary Action.
- Communication on Protected Disclosure
Whistle Blower can make Protected Disclosure to Ombudsperson/Whistle Committee as per the Whistle Blower Guidelines. Protected Disclosure can be made by sending emails to ethics@aequs.com. Such Protected Disclosure should content actual facts rather than being speculative and must contain as much specific information as possible to allow for proper assessment of the nature, extent and urgency of initiating investigative procedures.
While we encourage Whistleblowers to make Protected Disclosure, we also expect Whistleblowers to bring to early attention of Aequs, any improper practice they become aware of. Although they are not required to provide proof, they must have sufficient cause for concern. Delay in reporting may lead to loss of evidence and also financial loss for Aequs or its stakeholders. Whistleblowers should avoid anonymity when raising a concern. Protected Disclosures expressed anonymously will ordinarily NOT be investigated.
- Protection
8.1 No unfair treatment shall be made 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 the Whistle Blower.
Complete protection shall, therefore, be given to Whistle Blower against any unfair practice like retaliation, threat or intimidation of termination/suspension of service, Disciplinary Action, transfer, demotion, refusal of promotion, discrimination, any type of harassment, biased behavior or the like including any direct or indirect use of authority to obstruct the Whistle Blower’s right to continue to perform his/her duties/functions including making further Protected Disclosure. The Company shall 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 shall arrange for the Whistle Blower to receive advice about the relevant procedure.
8.2 The identity of the Whistle Blower shall be kept confidential, unless otherwise decided by Ombudsperson.
8.3 Any person assisting in the said investigation or furnishing evidence shall also be protected to the same extent as the Whistle Blower.
- Reporting
A quarterly report with number of Protected Disclosures received under the Policy and their outcome shall be placed before the Board of Directors/Audit Committee.
- Amendment
The Board of Directors/Audit Committee of the Company has the right to amend or modify this Policy in whole or in part, at any time.