Vigil Mechanism Policy

Policy that defines Company’s philosophy for delineating its responsibility as a Corporate Citizen and lays down the guidelines and mechanism for undertaking socially useful programmes for welfare & sustainable development of the community at large.

1. Preamble:

The Company believes 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. Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 provides that the Unlisted Companieswhich has accepted deposits from Public or the Companies which have borrowed money from banks and Public financial institutions in excess of rupees fifty crores shall establish a vigil mechanism for directors and employees to report their genuine concerns or grievances.

2. Purpose:

The purpose of the policy is to provide adequate safeguards against victimization of Directors and employees who avail of the vigil mechanism and to provide direct access to the Chairman of the Audit Committee and where the Company is not required to constitute Audit Committee, to Director designated for the purpose, to oversee the vigil mechanismin appropriate or exceptional cases.

3. Definitions:

 “Company” means Juliet Apparels Limited.  “Director” means Director appointed to the Board of the Company. “Designated Director”means Director designated by the Board of Directors for the purpose of Vigil Mechanism to whom other Directors and employees may report their concern. “Employee” means every employee of the Company, including the Directors in the employment of the Company. “Whistle Blower” means an employee making a protected disclosure under this policy.

4. Scope:

The Policy covers disclosure of any unethical and improper or malpractices and events which have taken place/ suspected to take place involving:
  • Financial irregularities and frauds
  • Breach of Business Integrity and Ethics
  • Manipulation of Company’s figures/data or statements
  • Actual / suspected Fraud and corruption
  • Abuse of Authority or dominant position
  • Wastage or misappropriation of Company’s money or asset(s).
  • Breach of terms and conditions of employment and rules thereof
  • Deliberate violation of any laws/regulations
  • Gross or Willful Negligence causing substantial and specific danger to health, safety and environment
  • Pilferation of confidential/propriety information
  • Unethical / Immoral Behavior
  • Any other dishonest or unethical act causing substantial damage to the Company or its assets.

5. Procedure:

All Protected Disclosures should be reported in writing by the complainant as soon as possible after the Whistle Blower becomes aware of the same and should either be typed or written in a legible handwriting in English. All Protected Disclosures should be addressed to the Designated Director appointed by the Board for the purpose of vigil mechanism.

6. Investigation:

All Protected Disclosures under this policy will be investigated by the Designated Director who will investigate/ oversee the investigations under his authorization. The Designated Director, if deems fit, may call for further information or particulars from the complainant and at his 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 himself 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 Designated Director deems fit. If Designated Director is having any conflict of interest with the matter, he shall disclose hisconcern /interest forthwith and shall not deal with the matter and any other disinterested Director shall deal with the matter. 

 

7. Decision And Reporting:

If an investigation leads to a conclusion that an improper or unethical act has been committed, the Designated Director 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. The Board of Directors of the Company will be regularly updated on the progress of the matter in case of any events reported under this mechanism until the same is disposed off. A complainant who makes false allegations of unethical & improper practices or about alleged wrongful conduct of the subject to the vigilance officer shall be subject to appropriate disciplinary action in accordance with the rules, procedures and policies of the Company. 

 

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. Adequate safeguards against victimization 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. In exceptional or appropriate cases, Whistle Blower can directly approach to the Designated Director appointed for the purpose of the vigil mechanism. 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. 

 

9. Retention Of Documents:

All Protected Disclosures in writing or documented along with the results of investigation relating thereto which has been proved shall be retained by the Company for a minimum period of five years. Other Protected Disclosures may be destroyed at the end of the financial year. 

10. 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 Designated Director will also review the Policy and suggest amendments to make it responsive and relevant to the changing times. However, no such amendment or modification or establishment will be binding on the Employees unless the same is notified to the Employees in writing or updated on the website of the Company.

Commitment:

We are committed to:

  • Continuous improvement in our Corporate and Social Responsibility (CSR) strategy
  • Encouraging our business partners to strive for matching performance.
  • Acting in a socially responsible way.
  • Supporting a number of local communities and social / charitable causes.
  • Continually improving our performance and meeting all relevant legislation.
  • Encouraging our staff to be mindful of the effect of their actions on any natural resource.

Purpose and Aims

  • The purpose of the policy is to make clear to all stakeholders what we mean by CSR and how we propose to work towards achieving it. The CSR policy applies throughout all the activities undertaken in the organization and governs our approach to all our activities.
  • In implementing this policy we aim to:
  • Be responsible.
  • Be an exemplar of good practice.

Eligible Areas Of CSR Under The Companies Act, 2013:

  • Eradicating hunger, poverty and malnutrition, promoting health care including preventive health care and sanitation including contribution to the Swatch Bharat Kosh set up by the Central Government for the promotion of Sanitation and making available safe drinking water;
  • Promoting education, including special education and livelihood enhancement projects and employment enhancing vocation skills especially among children, women and elderly
  • Promoting Gender Equality, empowering Women, setting up Homes and Hostels for Women and Orphans, setting up old age homes, day care centers and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups.
  • Protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art; setting up public libraries; promotion and development of traditional arts and handicrafts.
  • Ensuring environmental sustainability ecological balance, protection of flora and fauna, animal welfare, agro forestry, conservation of natural resources and maintaining quality of soil, air and water including contribution to the Clean Ganga Fund set up by Central Government for rejuvenation of River Ganga.
  • Measures for the benefit of armed forces veterans, war widows and their dependents.
  • Training to promote rural sports, nationally recognized sports, Paralympics sports and Olympic sports.
  • Contribution to the Prime Minister’s National Relief Fund or any other fund set up by the Central Government for socio-economic development and relief and welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities and women.
  • Contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government.
  • Rural development projects and Slum area Development.
  • Contribution to Prime Minister Relief Fund or Chief Minister Relief fund.
  • To contribute such other cause as may be permitted under provisions of Companies Act, 2013 and rules made there under.

Provided that, the CSR projects and programs or activities that benefit only the employees of the Company and their relatives shall not be considered as CSR activities. Also, the CSR activities undertaken in India only will be taken into consideration, in order to satisfy the requirement of section 135 of the Companies Act 2013.