PREAMBLE
Section 177 of the Companies Act, 2013 requires every listed company and such class or classes
of companies, as may be prescribed to establish a vigil mechanism for the Directors and
Employees to report genuine concerns in such manner as may be prescribed in Rule 7 of the
Companies (Meetings of Board and its Powers) Rule, 2014.
Every other company which accepts deposits from the public;
Every company which has borrowed money from banks and public financial institutions
in excess of Rs. 50 crores.
The Company has adopted a Code of Conduct for Directors and Senior Management Personnel
(“the Code”), which lays down the principles and standards that should govern the actions of
the Directors and Senior Management Personnel.
Any actual or potential violation of the Code, howsoever insignificant or perceived as such, is a
matter of serious concern for the Company. Such a vigil mechanism shall provide for adequate
safeguards against victimization of persons who use such mechanism and also make provision
for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.
Further Clause 49 of the Listing Agreement between listed companies and the Stock Exchanges,
inter alia, provides for a mandatory requirement for all listed companies to establish a
mechanism called “Whistle Blower Policy” for employees to report to the management
instances of unethical behavior, actual or suspected, fraud or violation of the company’s code
of conduct.
POLICY OBJECTIVES
The Company is committed to adhere to the highest standards of ethical, moral and legal
conduct of business operations. To maintain these standards, the Company encourages its
employees who have concerns about suspected misconduct to come forward and express these
concerns without fear of punishment or unfair treatment. A Vigil (Whistle Blower) mechanism
provides a channel to the employees and Directors to report to the Management concerns
about unethical behavior, actual or suspected fraud or violation of the Codes of conduct or
legal or regulatory requirements incorrect or mis-representation of any financial statements
and reports etc.
SCOPE
The Policy is an extension of the Code of Conduct for Directors & Senior Management
Personnel and covers disclosure of any unethical and improper or malpractices and events
which have taken place/ suspected to take place involving:
- Breach of the Company’s Code of Conduct.
- Breach of Business Integrity and Ethics.
- Breach of terms and conditions of employment and rules thereof.
- Intentional Financial irregularities, including fraud, or suspected fraud.
- Deliberate violation of laws/regulations.
- Gross or Wilful Negligence causing substantial and specific danger to health, safety and
environment. - Manipulation of company data/records.
- Pilferation of confidential/propriety information.
- Gross Wastage/misappropriation of Company funds/assets.
- To provide protection against Sexual Harassment of women at workplace.
DEFINITIONS - “Audit Committee” means the Audit Committee constituted by the Board of Directors of the
Company in accordance with Section 177 of the Companies Act 2013 (Corresponding
Section 292A of the Companies Act 1956) and read with revised Clause 49 of the Listing
Agreement with the Stock Exchanges. - “Employee” means every employee of the Company, including the Directors in the
employment of the Company. - “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. Protected Disclosures should be factual and not speculative in nature. - “Code” mean Conduct for Directors and Senior Management Personnel adopted by JDS
Finance Company Limited. - “Subject” means a person against or in relation to whom a Protected Disclosure has been
made or evidence gathered during the course of an investigation. - “Whistle Blower” means an Employee making a Protected Disclosure under this Policy.
- “Vigilance Officer/Vigilance Committee or Committee” is a person or Committee of persons,
nominated/appointed to receive protected disclosures from whistle blowers, maintaining
records thereof, placing the same before the Audit Committee for its disposal and informing
the Whistle Blower the result thereof.
- “Investigators” mean those persons authorised, appointed, consulted or approached by the
Ethics Counsellor/Chairman of the Audit Committee and include the auditors of the
Company and the police. - “Company” means JDS Finance Company Limited.
ELIGIBILITY
All Employees of the Company and various stakeholders of the company are eligible to make
Protected Disclosures under the Policy in relation to matters concerning the Company.
PROCEDURE
All Protected Disclosures should be reported in writing by the complainant as soon as
possible, not later than 30 days after the Whistle Blower becomes aware of the same and
should either be typed or written in a legible handwriting in English.
The Protected Disclosure should be submitted under a covering letter signed by the
complainant in a closed and secured envelope and should be super scribed as “Protected
disclosure under the Whistle Blower policy” or sent through email with the subject
“Protected disclosure under the Whistle Blower policy”. If the complaint is not super
scribed and closed as mentioned above, the protected disclosure will be dealt with as if a
normal disclosure.
All Protected Disclosures should be addressed to the Vigilance Officer of the Company or to
the Chairman of the Audit Committee in exceptional cases.
The contact details of the Vigilance Officer are as under:-
Mrs. Mukta Jaiswal
(Director)
308, Lusa Tower, Azadpur,
Delhi-110033
Email – info@jdsfinance.in
In order to protect the identity of the complainant, the Vigilance Officer will not issue any
acknowledgement to the complainants and they are not advised neither to write their
name / address on the envelope nor enter into any further correspondence with the
Vigilance Officer.
Anonymous / Pseudonymous disclosure shall not be entertained by the Vigilance Officer.
On receipt of the protected disclosure the Vigilance Officer shall detach the covering letter
bearing the identity of the Whistle Blower and process only the Protected Disclosure.
INVESTIGATION
All Protected Disclosures under this policy will be recorded and thoroughly investigated. The
Vigilance Officer or Investigators will carry out an investigation either himself/herself or by
involving any other Officer of the Company/ Committee constituted for the same /an outside
agency before referring the matter to the Audit Committee of the Company.
The Audit Committee, if deems fit, may call for further information or particulars from the
complainant and at its discretion, consider involving any other/additional Officer of the
Company and/or Committee and/ or an outside agency for the purpose of investigation.
The investigation by itself would not tantamount to an accusation and is to be treated as a
neutral fact finding process.
The investigation shall be completed normally within 90 days of the receipt of the protected
disclosure and is extendable by such period as the Audit Committee deems fit.
Any member of the Audit Committee or other officer having any conflict of interest with the
matter shall disclose his/her concern /interest forthwith and shall not deal with the matter.
DECISION AND REPORTING
If an investigation leads to a conclusion that an improper or unethical act has been committed,
the Chairman of the Audit Committee shall recommend to the Board of Directors of the
Company to take such disciplinary or corrective action as it may deem fit.
Any disciplinary or corrective action initiated against the subject as a result of the findings of an
investigation pursuant to this Policy shall adhere to the applicable personnel or staff conduct
and disciplinary procedures.
A quarterly report with number of complaints received under the Policy and their outcome shall
be placed before the Audit Committee and the Board.
A complainant who makes false allegations of unethical & improper practices or about alleged
wrongful conduct of the Subject to the Vigilance Officer or the Audit Committee shall be subject
to appropriate disciplinary action in accordance with the rules, procedures and policies of the
Company.
CONFIDENTIALITY / SECRECY
The complainant, Vigilance Officer, Members of Audit Committee, the Subject and everybody
involved in the process shall, maintain confidentiality of all matters under this Policy, discuss
only to the extent or with those persons as required under this policy for completing the
process of investigations and keep the papers in safe custody.
PROTECTION
No unfair treatment will be meted out to a Whistle Blower by virtue of his/ her having reported
a Protected Disclosure under this policy. Adequate safeguards against victimisation of
complainants shall be provided. The Company will take steps to minimize difficulties, which the
Whistle Blower may experience as a result of making the Protected Disclosure.
The identity of the Whistle Blower shall be kept confidential to the extent possible and
permitted under law. Any other employee assisting in the said investigation shall also be
protected to the same extent as the Whistle Blower.
DISQUALIFICATIONS
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.
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.
Whistle Blowers, who make any Protected Disclosures, which have been subsequently found to
be mala fide, frivolous or malicious, shall be liable to be prosecuted.
ACCESS TO CHAIRMAN OF THE AUDIT COMMITTEE
The Whistle Blower shall have right to access Chairman of the Audit Committee directly in
exceptional cases and the Chairman of the Audit Committee is authorized to prescribe suitable
directions in this regard.
COMMUNICATION
Directors and Employees shall be informed of the Policy by publishing on the notice board and
the website of the Company.
RETENTION OF DOCUMENTS
All Protected disclosures in writing or documented along with the results of Investigation
relating thereto, shall be retained by the Company for a period of 5 (five) years or such other
period as specified by any other law in force, whichever is more.
ADMINISTRATION AND REVIEW OF THE POLICY
The Board of Directors shall be responsible for the administration, interpretation, application
and review of this policy. The Board also shall be empowered to bring about necessary changes
to this Policy, if required at any stage with the concurrence of the Audit Committee.
AMENDMENT
The Company reserves its right to amend or modify this Policy in whole or in part, at any time
without assigning any reason whatsoever. However, no such amendment or modification will
be binding on the Directors and employees unless the same is not communicated in the manner
described as above.