1. Preface
EAGLE ENGINEERING in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior.
EAGLE ENGINEERING CORPORATION is committed to developing a culture where it is safe for all employees to raise concerns about any poor or unacceptable practice and any event of misconduct.
Section 177 read with Rule 7 of The Companies (Meetings of Board and its Powers), 2014 and revised Clause 49 of the Listing Agreement, inter-alia, provides, a mandatory requirement, for all listed companies to establish a mechanism called “Vigil Mechanism (Whistle Blower Policy)” for Top Management and employees to report concerns about unethical behavior, actual or suspected fraud or violation of EAGLE ENGINEERING CORPORATION’ code of conduct or ethics policy.
The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects Top Management and employees wishing to raise a concern about serious irregularities within EAGLE ENGINEERING CORPORATION
The policy neither releases Top Management and employees 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.
2. Policy
This Policy is for the Top Management and the Employees as defined hereinafter. The Policy has been drawn up so that the Top Management and Employees can be confident about raising a concern. The areas of concern covered by this Policy are summarized in paragraph 5.
3. Definitions
“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.
“Employee” means every employee of EAGLE ENGINEERING CORPORATION (whether working in India or abroad) including Japanese expatriates stationed in India.
“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.
“Subject” means a person against or in relation to whom a Protected Disclosure is made or evidence gathered during an investigation.
“Whistle Blower” is someone who makes a Protected Disclosure under this Policy.
“Whistle Officer” or “Committee” means an officer or Committee of persons who is nominated/ appointed to conduct detailed investigation.
“Ombudsperson” will be the chairman of the Ombudsperson for receiving all complaints under this Policy and ensuring appropriate action.
4. The Guiding Principles
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To ensure that this Policy is adhered to, and to assure that the concern will be acted upon seriously,
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Ensure that the Whistle Blower and/or the person processing the Protected Disclosure is not victimized for doing so;
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Treat victimization as a serious matter including initiating disciplinary action on such person/(s);
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Ensure complete confidentiality.
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Not attempt to conceal evidence of the Protected Disclosure;
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Take disciplinary action, if any one destroys or conceals evidence of the Protected Disclosure made/to be made;
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Provide an opportunity of being heard to the persons involved especially to the Subject;
5. Coverage of Policy
The Policy covers malpractices and events which have taken place/ suspected to take place involving:
1. Abuse of authority
2. Breach of contract
3. Negligence causing substantial and specific danger to public health and safety
4. Manipulation of company data/records
5. Financial irregularities, including fraud, or suspected fraud
6. Criminal offence
7. Perforation of confidential/propriety information
8. Deliberate violation of law/regulation
9. Wastage/misappropriation of company funds/assets
10. Breach of employee Code of Conduct/Ethics Policy or Rules
11. Any other unethical, biased, favored, imprudent event Policy should not be used in place of Eagle engineering corporation grievance procedures or be a route for raising malicious or unfounded allegations against colleagues.
6. 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 under Company’s Code of Conduct.
7. Manner in which concern can be raised
Employees can make Protected Disclosure to Ombudsperson, as soon as possible but not later than 30 consecutive days after becoming aware of the same.Whistle Blower must put his/her name to allegations. Concerns expressed anonymously WILL NOT BE investigated.
If initial enquiries by the Ombudsperson indicate that the concern has no basis, or it is not a matter to be investigation pursued under this Policy, it may be dismissed at this stage and the decision is documented.
Where initial enquiries indicate that further investigation is necessary, this will be carried through either by the Ombudsperson alone, or by a Whistle Officer/Committee nominated by the Ombudsperson for this purpose. The investigation would be conducted in a fair manner, as a neutral fact-finding process and without presumption of guilt. A written report of the findings would be made.
Name of the Whistle Blower shall not be disclosed to the Whistle Officer/Committee unless required for the purpose of investigation.
The Ombudsperson/Whistle Officer/Committee shall:
i) Make a detailed written record of the Protected Disclosure. The record will include:
a) Facts of the matter
b) Whether the same Protected Disclosure was raised previously by anyone, and if so, the outcome thereof;
c) Whether any Protected Disclosure was raised previously against the same Subject;
d) The financial/ otherwise loss which has been incurred / would have been incurred by Eagle Engineering Corporation.
e) Findings of Ombudsperson/Whistle Officer/Committee;
f) The recommendations of the Ombudsperson/Whistle Officer/Committee on disciplinary/other action/(s).
ii) The Whistle Officer/Committee shall finalize and submit the report to the Ombudsperson within 15 days of being nominated/appointed, unless more time is required under exceptional circumstances.
On submission of report, the Whistle Officer /Committee shall discuss the matter with Ombudsperson who shall either:
i) In case the Protected Disclosure is proved, accept the findings of the Whistle Officer /Committee and take such Disciplinary Action as he may think fit and take preventive measures to avoid re-occurrence of the matter;
ii) In case the Protected Disclosure is not proved, extinguish the matter;
Or
ii) Depending upon the seriousness of the matter, Ombudsperson may refer the matter to the Committee of Top Management with proposed disciplinary action/counter measures. The Committee of Top Management, if thinks fit, may further refer the matter to the Ombudsperson for necessary action with its proposal. In case the Ombudsperson thinks that the matter is too serious, it can further place the matter before the Board with its recommendations. The Board may decide the matter as it deems fit.
In exceptional cases, where the Whistle Blower is not satisfied with the outcome of the investigation and the decision, s/he can make a direct appeal to the Top Management.
8. 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 EAGLE ENGINEERING CORPORATION, as a policy, condemns any kind of discrimination, harassment, victimization or any other unfair employment practice being adopted against Whistle Blower. Complete protection will, 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 duties/functions including making further Protected Disclosure.
9. Secrecy/Confidentiality
The Whistle Blower, the Subject, the Whistle Officer and everyone involved in the process shall:
a. maintains complete confidentiality/ secrecy of the matter
b. not discuss the matter in any informal/social gatherings/ meetings
c. discusses only to the extent or with the persons required for completing the process and investigations
d. not keep the papers unattended anywhere at any time
e. keeps the electronic mails/files under password
If anyone is found not complying with the above, he/ she shall be held liable for such disciplinary action as is considered fit.
10. Reporting
A quarterly report with number of complaints received under the Policy and their outcome shall be placed before the Ombudsperson and the Board.