I. Preamble
Sona Biscuits Limited has established this Vigil Mechanism under Section 177 of the Companies Act, 2013 to provide a secure and transparent framework for its Directors and employees to report concerns about unethical behaviour, actual or suspected fraud, or violations of the Company’s Code of Conduct or policies.
II. Policy Objectives
- Encourage employees and Directors to promptly report genuine concerns relating to unethical behaviour, malpractices, or violations
- Provide a fair and transparent investigation mechanism
- Ensure that no individual raising concerns in good faith faces victimisation, discrimination, or unfair treatment
- Strengthen the Company’s culture of integrity and accountability
The policy does not absolve employees of their duty of confidentiality in the course of their work, nor should it be misused to make frivolous, malicious, or unfounded allegations.
III. Scope of the Policy
The policy covers genuine concerns about actual or suspected malpractices, including misuse of authority, fraud, financial irregularities, violation of Company rules or policies, manipulation of records, negligence affecting health and safety, misappropriation of assets, bribery or corruption, and other unethical or illegal conduct.
IV. Definitions
Alleged wrongful conduct: unethical or improper activity, including violation of law, Company rules, or the Code of Conduct, misappropriation of funds or abuse of authority.
Disciplinary action: any action taken after investigation, including warning, suspension, termination, or other appropriate measures.
Employee: every employee of the Company, including its Directors.
Protected disclosure: any written communication made in good faith disclosing unethical or improper activity.
Subject: the person or group against whom a Protected Disclosure has been made.
Whistle Blower: an employee or Director who makes a Protected Disclosure under this Policy.
V. Coverage of the Policy
Reportable concerns include abuse of authority, breach of trust or confidentiality, unlawful acts, manipulation or falsification of Company data or records, breach of any policy or Code of Conduct, financial irregularities including fraud, deliberate violation of laws or regulations, misappropriation or unauthorised use of Company assets or funds, and any other unethical, dishonest, or detrimental conduct.
VI. Procedures for Whistle Blowing
All Protected Disclosures must be made in writing at the earliest possible opportunity, typed or written legibly in English.
- Employees up to the level of Assistant Sales Manager and Head Office employees address the Vigilance Officer.
- Employees at the level of Assistant Manager and above, Directors, and other stakeholders address the Chairperson of the Audit Committee.
- Disclosures should be submitted in a sealed envelope superscribed “Protected Disclosure under the Vigil Mechanism Policy”, or through the designated official email address.
- Anonymous complaints are not encouraged, but may be entertained if they set out specific allegations and verifiable facts supported by evidence.
- The covering letter bearing the Whistle Blower’s identity is separated from the disclosure before investigation, to ensure confidentiality.
VII. Escalation / Reporting Line
If a Whistle Blower is not satisfied with the action taken by the Vigilance Officer, the matter may be escalated to the Audit Committee. In exceptional cases, or where the concern involves the Vigilance Officer or members of the Audit Committee, the matter may be escalated directly to the Chairperson of the Board or an appropriate external legal or regulatory authority. Each stage maintains strict confidentiality and protection from retaliation.
VIII. Investigation
All Protected Disclosures are recorded and thoroughly investigated by the Vigilance Officer, who either conducts the investigation personally or oversees it. The Audit Committee may also investigate directly and involve other officers or external experts. A decision to investigate is a neutral fact-finding process and not an acceptance of the allegations.
- The Subject is normally informed in writing of the allegations and given adequate opportunity to present their views.
- The Subject must cooperate, and must not interfere with the investigation, tamper with evidence, or influence witnesses.
- Investigations are ordinarily completed within 90 days, which the Audit Committee may extend with notice to the Whistle Blower.
- On completion, the Whistle Blower receives a summary of findings and action taken, and the Subject is given a final opportunity to explain before any disciplinary action.
IX. Decision and Reporting
If improper, unethical, or unlawful conduct is found, the Chairperson of the Audit Committee recommends appropriate disciplinary or corrective action to the Board. The matter is closed with reasons recorded and the decision is communicated to the Audit Committee, Vigilance Officer, Whistle Blower, and Subject. Any Whistle Blower who knowingly makes false, frivolous, or malicious allegations is subject to disciplinary action.
X. Protection to Whistle Blower
No unfair treatment, discrimination, harassment, or victimisation shall be meted out to a Whistle Blower for making a Protected Disclosure in good faith. No Whistle Blower shall be subject to dismissal, suspension, demotion, or any form of retaliation. The identity of the Whistle Blower is kept strictly confidential to the extent possible and permissible under law.
XI. Confidentiality
All individuals involved, including the Whistle Blower, Vigilance Officer, members of the Audit Committee, the Subject, and any persons assisting, maintain strict confidentiality. Information is shared only on a need-to-know basis and all records are held in secure custody.
XII. Communication
The Policy is communicated through notice boards, the intranet, and the official website.
XIII. Retention of Documents
All Protected Disclosures and the results of investigations are retained for a period of three (3) years, or such longer period as required under applicable law.
XIV. Administration, Review and Amendment
The Board of Directors is responsible for the administration, interpretation, application, and periodic review of this Policy, and may amend it with the concurrence of the Audit Committee.
XV. Periodic Reporting and Disclosures
The Vigilance Officer periodically reports to the Chairperson of the Audit Committee on Protected Disclosures received and their status. The Company annually affirms that no Director or employee has been denied access to the Audit Committee, and discloses the Vigil Mechanism in the Board’s Report.
XVI. Address for Reporting and Communication
Email: cs@sobisco.com
Write to: Sona Biscuits Limited, 15A Hemanta Basu Sarani, Continental Chambers, 5th Floor, Kolkata 700001, West Bengal
Contact: (+91) 33 4045 5555