Policy-Whistle Blowing

Vigil Mechanism / Whistleblower Policy

Policy
The company shall enable its stakeholders, including employees and directors, to freely communicate their concerns about illegal or unethical practices by establishing an effective Vigil Mechanism

This Vigil Mechanism Policy is a framework that ensures carrying on the affairs of the company in a fair and transparent manner by adopting highest standards of professionalism, honesty, ethical, moral and legal conduct.

Objective

  1. To establish procedures for the submission of complaints or concerns about illegal, immoral, illegitimate or unethical practices to the Company
  2. To provide necessary safeguard for protection of employees and other stakeholders from reprisal or victimization

Scope
This Policy applies to all its stakeholders including Directors, Employees (part/full time, temporary and contract)

Legislation
Clause 177 (9) of the Companies Act, 2013 as well as Clause 49 of the Listing Agreement mandate certain classes of companies to constitute a vigil mechanism. Being a listed company these provisions are applicable to Premier Explosives Limited.

Definitions

  1. Audit Committee shall mean a Committee of Board of Directors of the Company, constituted in accordance with provisions of Section 177 of Companies Act, 2013 read with Clause 49 of Listing Agreement entered into by the Company with Stock Exchanges.
  2. Code means Code of Conduct of Premier Explosives Limited.
  3. Director means every Director of the Company, past or present.
  4. Protected Disclosure means any communication made in good faith that discloses or demonstrates information that may evidence unethical or improper activity.
  5. Unethical and improper practices shall include –
    1. An act which does not conform to approved standard of social and professional behaviour
    2. An act which leads to unethical business practices
    3. Improper or unethical conduct
    4. Breach of etiquette or morally offensive behavior
    5. Incorrect financial reporting
    6. An act which is not in line with applicable company policy
    7. An unlawful act, etc.
  6. Good Faith
    An employee or other stakeholder shall be deemed to be communicating in ‘good faith’ if there is a reasonable basis for reporting unethical and improper practices or any other alleged wrongful conduct.
    Good Faith shall be deemed lacking when the employee or other stakeholder does not have personal knowledge of a fact or reasonable inferences about the unethical and improper practices or alleged wrongful conduct.
  7. Subject means a person or group of persons against or in relation to whom a Protected Disclosure is made or evidence gathered during the course of an investigation.
  8. Whistleblower is a stakeholder, including an employee or a director, who reveals about any unethical or improper practices carried on by the Company and communicates to reporting authority.
  9. Reporting authority:
    For employees – employee’s supervisor, supervisor’s supervisor and Audit Committee
    For other stakeholders – Audit committee

Procedure

  1. Any stakeholder can submit his Protected Disclosure (complaint / report) directly to any of the reporting authorities about any suspected violation of law, Code of Conduct, ethics, etc.
    Protected Disclosure may be in writing clearly mentioning the name and address of whistleblower. The whistleblower has the option not to disclose his identity.
    An employee can submit his complaint / report to his immediate supervisor, next level supervisor or Audit Committee. Other stakeholders shall submit the complaint /report to Audit Committee.

    Protected Disclosure (complaint / report) to the Audit Committee shall be addressed to:
    Chairman - Audit Committee
    Premier Explosives Limited
    “Premier House” 11-Ishaqu Colony (Near AOC Centre)
    Secunderabad – 500 015

  2. Supervisors receiving the Protected Disclosures shall forward them to Audit Committee within 10 days of receiving it, along with the comments of Supervisors
  3. Audit Committee, upon receipt of a report, shall consider the merits of reported matter investigate and take necessary action within 90 days and update the Board accordingly.
  4. Reporting authorities shall maintain confidentiality of the whistle blowers and witnesses providing the information during the course of investigation.
  5. Reporting authorities and Board shall provide adequate safeguard against victimization of the whistleblowers and witnesses. However, any abuse of this protection shall warrant disciplinary action against non-genuine whistleblowers.
  6. The company shall inform its stakeholders about the establishment of whistle blowing mechanism and also shall disclose about it on its website and in the Board’s report.