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Vigil Mechanism

1. LEGAL FRAMEWORK UNDER COMPANIES ACT, 2013:

Section 177 of the Companies Act, 2013 and Rules made there under that every listed company and the companies belonging to the following class or classes shall establish a vigil mechanism for their directors and employees to report their genuine concerns or grievances-
  • Companies accept deposits from Public.
  • Companies which borrowed money from Banks and Public financial institution in excess of Rs.50 Crore.
As an organization, M/s. Ganga Acrowools Limited (The Company "GAL") is covered by these rules.

2. PURPOSE

The purpose of this policy is to provide the adequate safeguard against victimisation of employees and directors and to promote responsibility. It protects employees highlighting serious concerns and irregularities within GAL.

3. ABOUT THE POLICY

The Vigil mechanism shall provide for adequate safeguard against victimization of person(s) who use this mechanism and make protected disclosure in respect of concerns and provide system to employees and directors to access in good faith, the Chairperson of the Audit Committee in case they are raising any concern or grievances, observe unethical and improper practices or any other alleged wrongful conduct in GAL without fear of unfair treatment.
The Chairperson of the Audit Committee is the designated Authority under this mechanism. The detail of Vigil mechanism policy shall be disclosed by GAL in the Board Report.
Confidentiality shall be maintained to the greatest extent possible.

4. APPLICABILITY

This Policy is for the all employees and directors of GAL.
This Policy will be effective from 01.04.2014.

5. DEFINITIONS

Company Company means "GANGA ACROWOOLS LIMITED" (GAL)
Employee Means permanent employee of the GAL.
Audit Committee Audit Committee shall mean a committee of Board of Directors of the GAL, constituted in accordance with the provisions of Companies Act, 2013, rules made there under.
Protected Disclosure means a concern raised by an employee or group of employees of GAL, through a written communication made in good faith which discloses information about an unethical or improper activity covered under the title.
SCOPE OF THE POLICY It should be factual and not speculative in nature and should contain as much specific information as possible to allow for proper assessment of the nature and extent of the concern.

6. SCOPE OF THE POLICY

The Policy covers the genuine concerns, grievances, unethical behavior, actual or suspected fraud or any wrong practices and events which have taken place/ suspected to take place and inter-alias includes:
  • Abuse of authority.
  • Mismanagement
  • Any fraud- actual or suspected.
  • Negligence causing substantial and specific danger to public health and safety.
  • Manipulation of data/records of GAL.
  • Financial irregularities, including fraud, or suspected fraud.
  • Criminal offence.
  • Deliberate violation of law/regulation
  • Wastage/misappropriation of GAL funds/assets.
  • Breach of employee Code of Conduct or Rules.
  • Any other unethical, biased, favored, imprudent event.

7. PROCEDURES

  • Any employee who observes any unethical & improper practices, alleged wrongful conduct or having any unaddressed grievance(s) shall make a protected disclosure to the Audit Committee as soon as possible but not later than 90 consecutive calendar days after becoming aware of the same.
  • If the employee is unable to disclose in writing, he may approach directly or through his superior or any other employee.
  • Audit Committee shall appropriately and expeditiously investigate all protected disclosure received. In this regard, Audit Committee, in its own discretion, may appoint a senior officer to investigate the matter.
  • Audit Committee shall have right to outline detailed procedure for an investigation.
  • The Audit Committee or officer or, as the case may be, shall have right to call for any information / document and examination of any employee of GAL or other person(s), for the purpose of conducting investigation of any matter under this policy.
  • A report shall be prepared after completion of investigation and the Audit Committee shall consider the same.
  • If the investigation leads the Audit Committee to conclude that the alleged unethical and improper practice or wrongful conduct existed or is in the existence, the committee shall recommend to the Board of Directors of GAL to take such disciplinary or corrective action as the Board members may collectively think fit.

8. NOTIFICATION

The Human Resource Department of GAL shall notify & communicate the existence and contents of this policy to all existing and new employees of GAL. The head of Human Resource department shall submit a certificate duly signed to the Board of Directors that this policy was notified to each employees of GAL.

9. AMENDMENT

The Board of the GAL has the right to amend or modify this Policy as required according to Companies Act, 2013.

10. INFORMATION DISSEMINATION

GAL shall disseminate information on Vigil Mechanism through its website and Annual Reports.

11. AUTHORITY FOR MONITORING

The Audit committee shall timely monitor and review the Vigil Mechanism and concerns received under mechanism. The address of the Vigil Mechanism authority is as follows:
The Chairperson,
Audit Committee,
Ganga Acrowools Limited
249, Industrial Area 'A', Ludhiana-141003, Punjab, India.
Ph: 0161- 4008400, Fax: +91-161-4008444,
Website: www.gangaacrowools.com,
CIN: U17117PB1994PLC014190