Whistle blower policy and Vigil Mechanism

ARIHANT’S SECURITIES LIMITED
Whistle Blower Policy / Vigil Mechanism

  1.Preface

Arihant’s Securities Limited (‘the Company’) believes in the conduct of its affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior to ensure that a robust vigil mechanism is in place. Towards this end, the Company has formulated a code of conduct for employees through various policies. The Company has also formulated a separate code of conduct for directors and senior management personnel.

The Whistle Blower Policy providing a mechanism to employee of the Company to report violation of personnel policies of the Company, unethical behavior, suspected or actual fraud, violation of code of conduct was already in place.

Pursuant to Section 177(9) of Companies Act, 2013, every listed Company shall establish a vigil mechanism for directors, employees to report genuine concern or grievances. Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) provides for establishment of vigil mechanism for directors and employees for above mentioned matters.

The Company’s Whistle Blower Policy has been reviewed and amended in the light of the requirement of the Companies Act, 2013 and Regulation 22 of the Listing Regulations to ensure highest standards of professionalism, honesty, integrity and ethical behavior through robust vigil mechanism.

2.Coverage of Vigil Mechanism Policy

  1. Accepting bribes/showing undue favours
  2. Financial misappropriation and fraud
  3. Conflict of interest
  4. Misuse of company assets & resources
  5. Insider trading
  6. Sharing of confidential information
  7. Violation of statutory requirements
  8. Violation of Code of Conduct

All matters not covered under this mechanism can be reported directly to Top Management or Board of Directors

3.Definitions

The definitions of some of the key terms used in this Policy are given below. “Audit Committee” means the Audit Committee of the Company constituted by the Board of Directors of the Company in accordance with Section 292A of the Companies Act, 1956 (now Section 177 of the Companies Act, 2013).

“Director” means director of the Company

“Employee” means every employee of the Company

“Investigators” mean those persons authorized, appointed, consulted or approached by Vigil Committee / Audit Committee and includes the auditors of the Company

“Protected Disclosure” means any 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 has been made or evidence gathered during the course of an investigation.

“Vigil Committee” means a committee of two persons consisting of the Managing Director and one another director

“Whistle Blower” means Director or Employee making a Protected Disclosure under this Policy.

4.Scope

The Whistle Blower’s role is that of a reporting party with reliable information. He/ She is not required or expected to act as investigator or finder of facts, nor would he / she determine the appropriate corrective or remedial action that may be warranted in a given case. Whistle Blower should not act on his / her own in conducting any investigative activities, nor does he / she has a right to participate in any investigative activities other than as requested by the Vigil Committee / Audit Committee or the Investigators.

 5.Eligibility

All Directors and Employees of the Company are eligible to make ProtectedDisclosures under the Policy. The Protected Disclosures will be in relation tomatters concerning the Company as listed in para 2 above (Coverage of VigilMechanism).

6.Disqualifications

While it will be ensured that genuine Whistle Blower is accorded complete protection from any kind of unfair treatment, any abuse of this protection willwarrant disciplinary action.Protection under this Policy would not mean protection from disciplinary actionarising out of false or bogus allegations made by a Whistle Blower knowing it tobe false or bogus or with a mala fide intention.

Whistle Blowers, who make three or more Protected Disclosures, which have beensubsequently found to be mala fide, frivolous, baseless, malicious, or reportedotherwise than in good faith, will be disqualified from reporting further ProtectedDisclosures under this Policy. In respect of such Whistle Blowers, the VigilCommittee/Audit Committee would reserve its right to recommend/takeappropriate disciplinary action.

 7.Procedure

 All Protected Disclosures should be addressed to any of the members of VigilCommittee at the following address:

 Vigil Committee
Arihant’s Securities Limited
“No.138, Dr. RadhakrishnanSalai, Mylapore,
Tamil Nadu, Chennai-600004

Protected Disclosure against the Vigil Committee should be addressed to theChairman of the Audit Committee. The director in all cases & employee inappropriate or exceptional cases will have direct access to the Chairman of theAudit Committee. The contact details of the Chairman of the Audit Committee areas under:

 The Chairman
Audit Committee
Arihant’s Securities Limited
No.138, Dr. RadhakrishnanSalai, Mylapore,
Tamil Nadu, Chennai-600004

Protected Disclosures should be reported in writing so as to ensure a clearunderstanding of the issues raised and should either be typed or written in a legiblehandwriting in English, Hindi or in the regional language of the place ofemployment of the Whistle Blower.Before reporting such events, the director/employee has to ascertain that aviolation has actually occurred and that the act or the omission is not based onwhat can be termed as a normal business decision.Protected Disclosures should be factual and not speculative or in the nature of aconclusion, and should contain as much specific information as possible to allowfor proper assessment of the nature and extent of the concern and the urgency of apreliminary investigative procedure.

The Whistle Blower must disclose his/her identity in the covering letterforwarding such Protected Disclosure. Anonymous disclosures will not beentertained by the Vigil Committee / Audit Committee as it would not be possiblefor it to interview the Whistle Blowers.

8.Investigation

On receipt of Protected Disclosure by any of Vigil Committee Member, he / sheshall expeditiously forward a copy of the same to other Vigil CommitteeMembers. In this regard, the Committee may perform all such acts as it may deemfit at its sole discretion.

The Vigil Committee / Chairman of Audit Committee (in exceptional cases) mayat his / her discretion, consider involving any Investigators for the purpose ofinvestigation.

The decision to conduct an investigation taken by the Vigil Committee / Chairmanof Audit Committee is by itself not an accusation and is to be treated as a neutralfact-finding process. The outcome of the investigation may not support theconclusion of the Whistle Blower that an improper or unethical act wascommitted.

The identity of a Subject will be kept confidential to the extent possible given thelegitimate needs of law and the investigation.Subjects will normally be informed of the allegations at the outset of a formalinvestigation and have opportunities for providing their inputs during theinvestigation.

Subjects shall have a duty to co-operate with the Vigil Committee / AuditCommittee or any of the Investigators during investigation to the extent that suchco-operation sought does not merely require them to admit guilt.Subjects have a right to consult with a person or persons of their choice, other thanthe Investigators and/or members of the Vigil Committee / Audit Committeeand/or the Whistle Blower.

Subjects have a responsibility not to interfere with the investigation. Evidenceshall not be withheld, destroyed or tampered with, and witnesses shall not beinfluenced, couched, threatened or intimidated by the Subjects.Unless there are compelling reasons not to do so, Subjects will be given theopportunity to respond to material findings contained in an investigation report.

No allegation of wrongdoing against a Subject shall be considered as maintainableunless there is evidence in support of the allegation.Subjects have a right to be informed of the outcome of the investigation. Ifallegations are not sustained, the Subject should be consulted as to whether publicdisclosure of the investigation results would be in the best interest of theCompany.

The committee of officials / investigators shall complete the investigation within45 (forty-five) days or within such extended period as may be granted by the VigilCommittee / Audit Committee, of the receipt of the Reported Disclosure andsubmit the report to the Vigil Committee / Chairman of the Audit Committee, asthe case may be.

 9.Protection

No unfair treatment will be meted out to a Whistle Blower by virtue of his/herhaving reported a Protected Disclosure under this Policy. The Company, as apolicy, condemns any kind of discrimination, harassment, victimization or anyother unfair employment practice being adopted against Whistle Blower.Complete protection will, therefore, be given to Whistle Blower against any unfairpractice like retaliation, threat or intimidation of termination/suspension ofservice, disciplinary action, transfer, demotion, refusal of promotion, or the likeincluding any direct or indirect use of authority to obstruct the Whistle Blower’sright to continue to perform his duties/functions including making furtherProtected Disclosure. The Company will take steps to minimize difficulties, whichthe Whistle Blower may experience as a result of making the Protected Disclosure.Thus, if the Whistle Blower is required to give evidence in criminal or disciplinaryproceedings, the Company will arrange for the Whistle Blower to receive adviceabout the procedure, etc.

The identity of the Whistle Blower shall be kept confidential to the extent possibleand permitted under law. Whistle Blower is cautioned that his / her identity maybecome known for reasons outside the control of the Vigil Committee / AuditCommittee (e.g. during investigations carried out by Investigators).Any other Director / Employee assisting in the said investigation shall also beprotected to the same extent as the Whistle Blower.

10.Investigators

Investigators are required to conduct a process towards fact-finding and analysis.Investigators shall derive their authority and access rights from the VigilCommittee / Audit Committee as the case may be when acting within the courseand scope of their investigation.

Technical and other resources may be drawn upon as necessary to augment theinvestigation. All Investigators shall be independent and unbiased both in fact andas perceived. Investigators have a duty of fairness, objectivity, thoroughness,ethical behavior, and observance of legal and professional standards.Investigations will be launched only after a preliminary review which establishesthat the alleged act constitutes an improper or unethical activity or conduct, andeither the allegation is supported by information specific enough to beinvestigated.

 11.Decision

If an investigation leads the Vigil Committee / Audit Committee to conclude thatan improper or unethical act has been committed, the Vigil Committee / AuditCommittee shall recommend the management of the Company to take suchdisciplinary or corrective action as the Vigil Committee / Audit Committee deemsfit. It is clarified that any disciplinary or corrective action initiated against theSubject as a result of the findings of an investigation pursuant to this Policy shalladhere to the applicable personnel or staff conduct and disciplinary procedures.

12.Reporting

The Vigil Committee / Audit Committee shall submit a report to the managementon a regular basis about all Protected Disclosures referred to him / her since thelast report together with the results of investigations, if any.

 13.Retention of documents

All Protected Disclosures in writing or documented along with the results ofinvestigation relating thereto shall be retained by the Company for a period ofseven years.

 14.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.

The above shall form part of the present employment and other personnel policiesof the Company.