The Company believes in the conduct of its affairs and those of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and behavior. Towards this end, the Company has adopted the “Tega Code of Conduct” (the “Code”) which lays down the principles and standards that should govern the actions of the Company and its employees. Any actual and potential violation of the code, howsoever insignificant or perceived as such, would be matter of serious concern to the Company. The role of the employees in pointing out such violations of the Code cannot be undermined. There is a provision in the Code requiring the employees to report violation.
This Whistle Blower Policy (this “Policy”) has been formulated with a view to provide a mechanism to the employees of the Company to approach the Ethics Counsellor/Chairman of Audit Committee of the Company. This Code shall uniformly apply to all Directors and to all the employees of all companies in the Tega Group of Companies.
The definitions of some of the key terms are given as below. Capitalized terms not defined herein shall have the meaning assigned to them under the code.
Audit Committee : Audit Committee means the Audit Committee constituted by the Board of Directors of the Company in accordance with the provisions of Section 177(9) of the Companies Act, 2013 and the rules framed thereunder.
- Employee(s) : Employee(s) means every employee of the Tega Group of Companies (whether working in India or abroad), including Directors in the employment of the Company.
- Ethics Counsellor : means an officer appointed to receive Protected Disclosure from Whistle Blowers, maintaining records thereof, placing the same before the Audit Committee for its disposal and informing the Whistle Blower the result thereof.
- Chairman : shall mean the chairman of the Audit Committee.
- Code : Code means the “Tega Code of Conduct”.
- Investigator(s) : Investigator(s) shall mean those persons authorized, appointed, consulted or approached by the Ethics Counsellor/ Chairman of the Audit Committee and includes the Auditors of the Company and the police.
- Investigation(s) : shall mean such investigation(s) and inquiries carried out under or pursuant to this Policy.
- Protected Disclosure : Protected Disclosure means any communication made in good faith that discloses or demonstrates information that may evidence unethical or improper activity.
- Subject : 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 or Whistleblower : means an Employee making a Protected Disclosure under this Policy.
This Policy is an extension of the Tega Code of Conduct. The role of Whistleblower is that of an informant party with reliable information. It is not required or expected that they act as Investigators or factual seekers or determine the appropriate corrective or corrective action that may be justified in the given case.
- Whistle Blowers should not act on their own in conducting any investigative activities, nor do they have any right to participate in any investigative activities other than as requested by the Ethics Counsellor or the Chairman of the Audit Committee.
- Protected Disclosures will be appropriately dealt with by the Ethics Counsellor or the Chairman of the Audit Committee, as the case may be.
All the Employees of any Company in the Group are eligible to make Protected Disclosures under the Policy. The Protected Disclosures may be in relation to matters concerning the Company or any other group Company.
- Contractors, vendors, suppliers (or any of their employees) providing any material or service to any Company in the Group.
- Customers of any Company in the Group.
- Any other person having association with any Company in the Group.
- A person belonging to any of the above categories can avail of the channel provided by this Policy for raising an issue covered under this Policy.
While it shall 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 shall 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 mala fide intention
- Whistle Blowers who make any Protected Disclosures which have subsequently been found to be mala fide or malicious or Whistle Blowers who make 3 (three) or more Protected Disclosures which have subsequently been found to be frivolous baseless or reported otherwise than in good faith will be disqualified from reporting further Protected Disclosures under this Policy.
The Policy covers malpractices and events which have taken place/suspected to take place involving:
- Abuse of Authority.
- Breach of Contract.
- Negligence causing substantial and/or specific danger to public health and safety.
- Manipulation of Company data/ records.
- Financial irregularities, fraud or suspected fraud, deficiencies in Internal Control and Check, deliberate error in preparation in financial statements of the Company or misrepresentation of the financial statements of the Company.
- Any unlawful act, whether being criminal or civil in nature.
- Pilferation of Propriety/Confidential Data.
- Deliberate violation of any law/ regulation.
- Wastage/misappropriation of the Company funds/assets.
- Breach of the Company policy or failure to implement any such approved Company policy.
This Policy should not be used in place of the Company Grievance Procedure or be a route for raising malicious or unfounded allegations against his/her colleagues by an Employee.
All Protected Disclosures concerning financial/accounting matters should be addressed to the Chairman of the Audit Committee of the Company for Investigation.
- In respect of all other Protected Disclosures, those concerning the Ethics Counselor and employees at the level of Vice Presidents and above should be addressed to the Chairman of the Audit Committee and those concerning other employees should be addressed to the Ethics Counsellor of the Company.
- If a Protected Disclosure is received by any executive of the Company other than the Chairman of the Audit Committee or the Ethics Counselor, the same should be forwarded to the Company’s Ethics Counselor or the Chairman of the Audit Committee.
The contact details of the Chairman of the Audit Committee and the Ethics Counsellor and the Chairman of the Audit Committee is as follows:
Mr. Sudipta Bhowal
147, Block G, New Alipore
Kolkata – 700053
Mr Rudy Edge
Chairman, Audit Committee
147, Block G, New Alipore
Kolkata – 700053
Protected Disclosure can also be sent to firstname.lastname@example.org. The Protected Disclosure must preferably be submitted in writing in order to ensure a clear understanding of the issues raised and should be typed or written legibly in English, Hindi or in the regional language of the Whistleblower’s place of employment.
- The Protected Disclosure must be sent with a cover letter, which must bear the identity of the Complainant. The Chairman of the Audit Committee / Ethics Advisor, as the case may be, will separate the cover letter and forward only the Protected Disclosure to the Investigators.
- Protected Disclosures must be factual and not speculative in the nature of the conclusion and should contain the most specific information possible to allow an adequate assessment of the nature and extent of the concern.
Protected Disclosures expressed anonymously will NOT normally be investigated.
Protection of Whistle Blower:
The identity of the Complainant will be kept confidential as far as possible and admitted under the law. However, Whistleblowers are informed that their identity may be known for reasons beyond the control of the Ethics Advisor / Chairman of the Audit Committee (for example, during investigations conducted by investigators).
- If an Employee raises a concern under this Policy, he will not run the risk of suffering any form of retaliation. For the purposes of this Policy, retaliation will include discrimination, harassment or revenge in any manner whatsoever, to the detriment of the Whistleblower. The Whistleblower shall not risk losing his or her work or suffering loss in any other manner such as transfer, degradation, refusal of promotion or the like including any direct or indirect use of the authority to obstruct the right of the Complainant to continue performing its functions, Including the performance of any other Protected Disclosures, as a result of the information provided under this Policy. Protection is available whenever:
a. Communication / disclosure is done in good faith;
b. He / She reasonably believes that the information, and any charges contained therein, is substantially true;
c. Do not act for personal gain.Anyone who abuses the Protected Disclosure procedure (for example, maliciously raising a concern knowing it is not true) will be subject to disciplinary action, as will anyone who victimizes a colleague in raising a concern through this procedure. When this Policy is misused by an employee to make frivolous complaints and if deemed appropriate or necessary, appropriate legal action will be taken against such employee attempting to abuse this Policy.
However, no action shall be taken against any person making a claim in good faith, reasonably believing it to be true, even if the claim is not subsequently confirmed by the Investigation.
- The Company will not tolerate the harassment or victimization of any person who poses a genuine concern. As a general deterrent, the Company will publicly inform all its employees of the sanction imposed and the disciplinary measures taken against any person for misconduct resulting from retaliation under the Code and this Policy. Any investigation of potential misconduct allegations will not influence or be influenced by any disciplinary or dismissal proceedings that already take place with respect to an employee reporting a matter under this policy.
Any other employee / partner assisting in such investigation will also be protected to the same extent as the complainant.
Rights of a Subject:
The Subjects have the right to be heard and the Ethics Counselor or the Chairman of the Audit Committee must give adequate time and opportunity for the Subject to communicate their opinion on the matter.
- The Subjects will have the right to be informed of the result of the Investigation and will be informed in writing by the Company after the termination of the Investigation Process under this Policy.
- The Subjects will have the duty to cooperate with the Ethics Counselor or with the Chairman of the Audit Committee (as the case may be) or with any of the Investigators during the Investigation, insofar as such cooperation does not compromise the protections of self-incrimination Laws.
- Subjects have the right to consult with a person or persons of their choice, other than the Ethics Advisor, the Supervisor / Investigators and / or members of the Audit Committee and / or the Complainant. Subjects will be free at any time to hire lawyers at their own cost to present them in the Investigation procedure.
Administrative action on false disclosures:
An employee who knowingly makes false accusations of unethical and improper practices or alleged fraudulent conduct will be subject to disciplinary action up to and including termination of employment in accordance with the Company Rules, Policies and Procedures. In addition, this Policy may not be used as a defense by an employee against whom an adverse personal action has been taken independent of any disclosure made by him or her and for legitimate reasons due to the Company’s Rules and Policies framed under the Laws.
Responsibility of the Ethics Advisor / Audit Committee:
Conduct research fairly and impartially;
- Ensure complete facts search;
- Maintain strict confidentiality;
- Decide on the outcome of the Investigation, if an improper practice has been accepted and if so by whom.
- Recommend an appropriate course of action, suggested disciplinary action, including dissimilation and preventive measures.
- Record the deliberations of the Committee and document the final report.
- In the event that the Ethics Adviser or any member of the Audit Committee has an interest in a particular case, he or she must challenge himself or herself and the other members of the Audit Committee shall deal with the matter in question.
Researchers are required to carry out a process of searching for and analyzing facts. The investigators will derive their authority and access rights from the Ethics Advisor / Audit Committee when acting within the scope of their investigation.
- Technical and other resources may be used to increase research. All investigations must be independent and impartial both in fact and perceived. Investigators have the duty of impartiality, objectivity, thoroughness, ethical conduct and observance of the highest legal and professional standards.
- Investigations shall be initiated only after a preliminary review by the Chairman of the Audit Committee or the Ethics Adviser, as the case may be, stating that:
- The alleged act constitutes an improper or unethical activity or conduct.
- The claim is supported by information specific enough to be investigated or if the allegation is not supported by specific information, it is considered that the matter in question is worthy of review by management. Provided that such investigation is not carried out to intentionally harass the subject.
If an Investigation leads the Ethics Counselor/Chairman of the Audit Committee to conclude that an improper or unethical act has been committed, the Ethics Counselor/ the Chairman of the Audit Committee shall recommend to the management of the Company to take such disciplinary or corrective action as the Ethics Counselor/the Chairman of the Audit Committee, as the case may be, may deem fit. It is clarified that 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 procedure.
The Ethics Counselor shall submit a report to the Chairman of the Audit Committee on a regular basis about all the Protected Disclosures referred to him/her since the last report, together with the results of the Investigations, if any.
Access to Reports and Documents:
All reports and records associated with Protected Disclosures are considered confidential information and access will be restricted to the Whistleblower, the Whistle Committee and Whistle Officer. Disclosures and any resulting Investigations, reports or resulting actions will generally not be disclosed to the public except as required by any Law or by any corporate policy of the Company in place at that time.
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 minimum period of 7 (seven) years.
The Company reserves the right to amend or modify this Policy in accordance with Law, in whole or in part, at any time without assigning any reason whatsoever. However, no such amendment or modification will be binding on the Employees unless the same is notified to the Employees in writing.