Last updated on: 27th September 2024
OnEMI Technology Solutions Limited ("Company" or "We" or "Our") has established this Vigil Mechanism / Whistle Blower Policy ("Vigil Mechanism Policy" / "Policy") to provide a framework through which Directors, Employees and Stakeholders can report genuine concerns and actual/potential fraud, illegal/immoral actions or violations to designated officials/audit committee appointed by the Board of Directors.
OnEMI Technology Solutions Limited believes in conducting the affairs of the Company in a fair and transparent manner by adopting and promoting an ethical and professional work environment with highest standards of honesty and integrity.
This Policy is articulated in accordance with Section 177 of the Companies Act, 2013 ("Act") and Rule 7 of Companies (Meetings of Board and its powers) Rules, 2014, which mandates:
| Term | Definition |
|---|---|
| Act | The Companies Act, 2013 and the rules issued thereunder, as amended from time to time |
| Audit Committee or Committee | The audit committee constituted by the Board of Directors of the Company in accordance with Section 177 of the Act read with Rule 7 of Companies (Meetings of Board and its powers) Rules, 2014 as amended from time to time |
| Board or Board of Directors | The board of directors of the Company |
| Company | OnEMI Technology Solutions Limited |
| Director | A member of the Board of the Company |
| Employee | Every employee of the Company, including the Directors in the employment of the Company |
| Subject | A person against whom the disclosure/reporting is made or other involved persons in relation with the protected disclosure be given an opportunity to be heard |
| Stakeholder | Any individual or entity having an interest in the business of the Company. Stakeholders may report concerns or issues to Board of the Company as per the procedures defined herein |
| Vigilance Officer | An officer of the Company designated by Board to conduct detailed investigation under this Policy and to receive protected disclosure from whistle blowers, maintain record thereof, placing the same before the Board for its disposal and informing the whistle blower the results thereof |
| Whistle Blower | An Employee or any other Stakeholder making a protected disclosure under this Policy before the Vigilance Officer. This whistle-blower has come to the decision to make a disclosure or express a genuine concern/grievance/allegation, after a lot of thought |
Words or phrases not defined above or anywhere in this Policy shall have same meaning ascribed to them under the Act.
Wherever appropriate in this Policy:
Any Whistle Blower 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.
Such incidents, if not reported, would breach trust and have potential to endanger the Company's reputation.
The Whistle Blower's role is that of reporting the incidents with reliable information only. They should:
This policy applies to Stakeholders engaged through external agencies, vendors, or contractors, provided that such stakeholders may only raise their concerns through the principals and owners of the respective external agencies.
The Vigil Mechanism Policy covers malpractices and events which have taken place or suspected to take place including but not limited to:
Any other matters not covered under this Vigil Mechanism Policy can be reported directly to complainant's immediate reporting manager/supervisor or Human Resources contact.
The following shall NOT be covered for the purposes of this Vigil Mechanism Policy:
Reports/complaints concerning personal grievances, such as:
Complaints from any collections and sales executives that arise after any HR actions have been taken against them
As the provision of Section 177 of the Companies Act, 2013 are not applicable to the Company, it has not constituted an Audit Committee. Accordingly, following shall be ensured by the Board of Directors of the Company ("Board"):
Protection of Whistle Blower and witness: Protection under Whistle Blowers Protection Act 2011 which lays down the complete framework to investigate alleged cases of wrongdoing, against any unfair treatment/practice, harassment and victimization
Complete confidentiality: 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 assisting employees: Protection of any other employee assisting in the investigation or furnishing evidence, to the same extent as the Whistle Blower
Timely action: Protected disclosure is acted upon within specified timeframes and no evidence is concealed or destroyed
Fair investigation: Investigation is conducted honestly, neutrally and in an unbiased manner
Disciplinary actions: Disciplinary actions are taken against anyone who conceals or destroys evidence related to protected disclosures made under this mechanism
The protection to Whistle Blower under this Vigil Mechanism Policy shall be provided only if:
A Whistle Blower may report any violation of the above clause to the Vigilance Officer appointed on behalf of Board.
While the Company ensures that genuine Whistle Blowers will be accorded complete protection from any kind of unfair treatment, abuse of this protection by any Employee/Director done by filing any false and bogus allegations/complaint with malafide intentions shall warrant disciplinary action.
The Director, appointed to play the role on behalf of the Board:
| Detail | Information |
|---|---|
| Name of the Director | Krishnan Vishwanathan |
| Designation | Director |
| Address | 10th Floor, Tower 4, Equinox Park, LBS Marg, Kurla West, Mumbai 400070 |
| [email protected] |
Complaint/grievances against the Vigilance Officer should be addressed to the Managing Director.
The Director, appointed to play the role on behalf of the Board:
| Detail | Information |
|---|---|
| Name of the Director | Ranvir Singh |
| Designation | CEO and Director |
| Address | 10th Floor, Tower 4, Equinox Park, LBS Marg, Kurla West Mumbai 400070 |
| [email protected] |
The Company shall not entertain anonymous/pseudonymous disclosures. However, the Board shall exercise its discretion to take up such cases.
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 Vigilance officer will prepare the incident report based on the information provided by the Whistle Blower and will share the incident report with Board in next 10 (ten) 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:
In case Vigilance Officer or any Member of the Board is the Subject of the complaint or has perceived conflict of interest:
The Whistle Blowers may also directly report concerns to the Board of Directors.
For any complaints made to the Board of Directors directly:
If an investigation leads to a conclusion that an improper or unethical act has been committed, the Vigilance Officer 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.
The Vigilance Officer shall submit a report to the Chairman of the Board on a regular basis about all Protected Disclosures referred to him/her since the last report together with the progress/results of investigations, if any.
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:
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.