Vigil Mechanism / Whistle Blower Policy

The Company Secretary informed the Board that the Securities and Exchange Board of India (SEBI) had issued the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) insisting that all listed entities are required to frame various policies. One such policy is the Vigil Mechanism/Whistle Blower Policy (Regulation 22).

The Vigil Mechanism/Whistle Blower Policy has to be implemented by the Company to safeguard the unethical practices and to provide mechanism for

reporting genuine concerns or grievances. All listed entities have to formulate a vigil mechanism for its directors and employees to report genuine concerns.

The Vigil mechanism has to provide for adequate safeguards against victimization of director(s) or employee(s) or any other person who avail the mechanism and also provide for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The detailed Vigil Mechanism/Whistle Blower Policy approved by the Management and the Board applicable to all the employees as outlined below is adopted by the Company.

This Whistleblower Policy (hereinafter referred to as “Policy”) lays down the whistleblowing mechanism for all Employees of Switching Technologies Gunther Limited (hereinafter referred to as “STG” or “Company”). Accordingly, this Whistleblower Policy has been formulated with a view to provide a mechanism for Employees of the Company to report any serious irregularities within the Company in order to seek suitable redressal.

Definitions

The definitions of some of the key terms used in this Policy are given below:

a. “Board” means the board of directors of the Company.

b. “Director” means every Director of the Company, past or present.

c. “Employee(s)” means every employee of the Company, including workmen, permanent or/and contractual employees and directors of the Company whether full-time or part-time.

d. “Investigators” means those persons authorized, appointed, consulted or approached by the Company and includes the auditors of the Company and the state police.

e. “Protected Disclosure” means any communication made by the Employees in good faith that discloses or demonstrates information that may evidence unethical or improper activity.

f. “Reportable Conduct” means the unlawful, unethical, or improper act or activity as mentioned in this Policy.

g. “Subject” means a person against whom a Protected Disclosure has been made or evidence gathered during the course of an investigation.

h. “Whistleblower” means an Employee making a Protected Disclosure under the protection of this Policy.

 

Scope
This Whistleblower Policy is intended to encourage and enable employees to raise serious concerns internally so that the Company can address and rectify inappropriate conduct and actions. It extends to all the Employees of the Company.

Objective
The Company is committed to comply with the highest standards of professionalism, honesty, integrity and ethical behavior, in line with the Company’s code of conduct and ethics. This Policy aims to provide a secure environment for its Employees and to encourage them to report unethical, unlawful or improper practices, acts or activities in the Company and to prohibit managerial personnel from taking any adverse action against those Employees who report such practices in good faith.

Policy
Every Employee of the Company is expected to promptly report to the management any actual or possible violation of the code of conduct; or any other unlawful, unethical or improper practice; or act or activity concerning the Company. An unlawful, unethical or improper practice; or act or activity i.e. Reportable Conduct, shall include but is not limited to any of the following:

 

• Violation of any law; or

 

• Failure to disclose matters pertaining to conflict of interest; or

 

• Misuse or misappropriation of the Company’s assets; or

 

• A substantial danger to health and safety; or

 

• An abuse of authority; or

 

• Dangerous practices that might cause harm to the Company, its employees, partners, consultants, service providers or any other persons or entities affiliated with the Company; or

 

• Harassment or discrimination & workplace violence; or

 

• Unauthorized disclosure of confidential information and infringement of intellectual property of the Company; or

 

• Fraud or questionable accounting/financial reporting; or

 

• Corruption and improper transactions; or

 

• Any attempts for covering up the above-mentioned activities.

 

No manager, director, department head, or any other employee having authority to make or materially influence significant personnel decisions, shall take or recommend an adverse action against an employee in knowing retaliation for a disclosure of information made in good faith about an alleged Reportable Conduct.

Reportable Conduct excludes any grievances in relation to personal work amongst the Employees which does not have any significant implications on the Company. This includes an interpersonal conflict between two Employees or a decision relating to employee’s employment such as promotion, transfer or disciplinary action unless the same is a direct result of a Reportable Conduct.

Roles, Rights and Responsibilities of Whistleblowers

• Whistleblowers provide initial information based on a reasonable belief that an alleged wrongful conduct has occurred. The motivation of a Whistleblower is irrelevant to the consideration of the validity of the allegations. However, the intentional filing of a false report, whether orally or in writing is itself considered an improper activity, which the Board has the right to act upon. Whistleblowers have a responsibility to set forth all known information regarding any reported allegations.

 

• Whistleblowers must provide sufficient corroborating evidence to justify the commencement of an investigation. An investigation of unspecified wrongdoing or broad allegations would not be undertaken without verifiable evidence. However, Whistleblowers shall refrain from obtaining evidence for which they do not have a right of access. Such improper access may itself be considered an improper activity.

 

• Whistleblowers are “reporting parties” and not investigators. They shall not act on their own in conducting any investigative activities, nor shall they have a right to participate in any investigative activities other than as requested by the Investigator(s).

 

• The identity of the Whistleblower will not be disclosed except where required under the law or for the purpose of the investigation. The Company will provide protection to a Whistleblower, to protect him/her against retaliation (actual or perceived). However, the Company may be required to disclose a Whistleblower’s identity to comply with the applicable laws or legal proceedings.

 

• A Whistleblower’s right to protection from retaliation does not grant him/her immunity for any complicity in the matters that are the subject of the allegations or an ensuing investigation or any other misconduct or wrongdoing.

 

• This Policy shall not be used as a defense by an employee against whom an adverse personnel action has been taken for legitimate reasons or cause under Company rules and policies. It shall not be a violation of this Policy to take adverse action against an employee whose conduct or performance warrants that action irrespective of the fact that such employee has made a Protected Disclosure under this Policy.

 

Disqualification

• While it will be ensured that genuine Whistleblowers are accorded complete protection from any kind of unfair treatment as set out herein, any abuse of this protection will warrant disciplinary action against such Employee.

 

• Protection under this Policy would not mean protection from disciplinary action arising out of false or bogus allegations made vexatiously by a Whistleblower knowing it to be false or bogus or with a mala fide intention.

 

• Whistleblowers who make any disclosures which have been subsequently found to be mala fide or malicious or Whistleblowers who had made 3 (three) or more disclosures, which have been subsequently found to be frivolous, baseless or reported otherwise than in good faith, will be disqualified from reporting further disclosures under this Policy. This itself will be considered as an improper activity which the Board have the right to act upon.

 

Procedure

• Before reporting any Reportable Conduct, an Employee must ensure that they have reasonable grounds to suspect such conduct.

 

• Employees may make the Protected Disclosure through email, courier, speed post or phone call to the following contact details:

Address:             B-9 & B-10 Special Economic Zone (MEPZ)

Kaddaperi, Tambaran, Chennai 600 045

Email:     stgindia@stg-india.com

Phone No.:         044-43219092

 

• All alleged wrongful conducts should be reported in writing in order to ensure a clear understanding of the issues raised and should either be typed or written in a legible handwriting in English or in any local language (along with an English translation) which should provide a clear understanding of the improper activity involved or issue/concern raised. The reporting should be based on facts and should not be merely speculative in nature. It must contain as much relevant information/documents as possible to allow for preliminary review and proper assessment.

 

• The Board will then have the alleged wrongful conduct investigated.

 

• The relevant information pertaining to the Reportable Conduct is required to be preserved by the Company till the proceedings are completed of such Reportable Conduct in the Company or till such duration as required under applicable laws.

 

Investigation

• Investigation should be launched if the Board or a representative authorised by the Board is satisfied after preliminary review that:

 

• the alleged act constitutes an improper or unethical activity or conduct;

 

• the allegation is supported by information and specific enough to be investigated or in cases where the allegation is not supported by specific information; it is felt that the concerned matter deserves investigation.

 

• All reports under this Policy will be promptly and appropriately investigated, and all information disclosed during the investigation will remain confidential, except as necessary to conduct the investigation and take any remedial action, in accordance with applicable laws. Everyone working for or with the Company has a duty to cooperate in the investigation of reports of violations. Failure to cooperate in an investigation or deliberately providing false information during an investigation, can be the basis for disciplinary action which may also lead to termination of employment/engagement with the Company.

 

• If at the conclusion of its investigation, the Investigator appointed by the Company determines that a violation has occurred, the Company will take effective remedial action commensurate with the nature of the offense. This action may include disciplinary action against the accused party which may also lead to termination of such Employee. However, termination of the employment may not be the sole remedial action taken by the Company and the Company may escalate/refer the violation to such competent authorities as prescribed under the applicable laws.

 

• Reasonable and necessary steps will also be taken by the Company in order to prevent any further violations of the Company policies by the Employees.

 

• The accused have a right to be informed of the outcome of the investigation. If the allegations are not sustained, the concerned accused should be consulted regarding the public disclosure of the investigation results to be in the best interest of the Company and the accused.

 

• The Company shall endeavor to complete the investigation within 90 (ninety) days of the receipt of the communication regarding alleged Reportable Conduct.

 

• The Company will ensure that feedback is provided to the Whistleblower reporting such Reportable Conduct. He/she will receive confirmation that the matter is being addressed and resolved, and as much information as legally appropriate under the circumstances including the final outcome(s) of the investigation.

 

Protection

• No unfair treatment will be meted out to a Whistleblower by virtue of his/her having reported an alleged wrongful conduct under this Policy. The Company, vide this Policy, condemns any kind of discrimination, harassment, victimization, or any other unfair employment practice being adopted against the Whistleblowers.

 

• The Company will take steps to minimize difficulties which the Whistleblower may experience as a result of making the Protected Disclosure.

 

• The identity of the Whistleblower shall be kept confidential to the extent possible and permitted under law. Whistleblowers are cautioned that their identity may become known for reasons outside the control of the Board.

 

• Any other Employee assisting in the said investigation shall also be protected to the same extent as the Whistleblower.

 

• Detrimental conduct includes but is not limited to:

 

• Dismissal of an employee or alteration of an employee’s position/duties to their advantage; or

 

• Negative performance feedback that is not reflective of their actual performance; or

 

• Harassment, bullying or intimidation.

 

Investigators

• The Board shall appoint an Investigator or Investigators (as per the requirement) for investigating the improper activity reported by an Employee under a Protected Disclosure. Investigators shall be appointed by the Board only after conducting the preliminary review of the reported improper activity and after establishing a reasonable requirement for conducting an investigation.

 

• Investigators are required to conduct the process towards fact-finding and analysis. Investigators shall act within the course and scope of their investigation.

 

• Technical and other resources may be drawn upon as necessary to augment the investigation. All Investigators shall be independent and unbiased both in fact and as perceived. Investigators have a duty of fairness, objectivity, thoroughness, ethical behaviour, and observance of legal and professional standards.

 

• Investigations will be launched only after pretext of preliminary review establishing that:

 

• the alleged act may constitute an improper or unethical activity or conduct; and

 

• the allegation is supported by information specific enough to be investigated or matters that do not meet this standard may be worthy of management review, but investigation itself should not be undertaken as an investigation of an improper or unethical activity.

 

DISCLAIMER:
The Board has the authority to make change(s) to this Policy at its sole discretion from time to time. This Policy may be modified, revised, discontinued, or amended at any time, in whole or in part, for any reason and without prior notice, consent, or approval, at the sole discretion of the Board. Employees may approach the management for any clarification needed in respect of the same.