Simbhaoli Power Private Limited (hereafter referred to as “SPPL” or “Company” in this document) believes in promoting a fair, transparent, ethical and professional work environment.Pursuant to Section 177 of the Companies Act,2013 and the Companies Rules,2014,SPPL has established a Vigil Mechanism and Whistle Blower Policy (‘the Policy’) for the directors and senior employees of the Company to report genuine concerns or grievances about unethical behavior,actual or suspected fraud or violation of the Company’s Code of Conduct to the management for appropriate actions.

Any actual or potential violation of the Code, howsoever insignificant or perceived as such,will be a matter of serious concern for the management.The role of employees in pointing out such violations of the Code cannot be undermined.


The aim of this policy is to provide an internal mechanism for reporting,investigating and remedying any integrity concerns in the workplace.The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.To maintain these standards,the Company encourages its employee,who has concerns about suspected misconduct to come forward and express their genuine concerns without fear of punishment or unfair treatment.A Vigil (Whistle Blower) mechanism provides a channel to the employees and Directors to report to the management,their concerns about the actual and potential violation of the principles and standards laid down herein.


This Policy intends to cover serious and valid concerns that could have grave impact on the operations and performance of the business of the Company and malpractices and events,which have taken place/suspected to have taken place, misuse or abuse of authority, fraud or suspected fraud, violation of Company rules, manipulations, negligence causing danger to public health and safety, misappropriation of monies, and other matters or activity on account of which the interest of the Company is affected and formally reported by whistle blowers concerning its employees.

The policy neither releases employees from their duty of confidentiality in the course of their work,nor can it be used as route for raising malicious or unfounded allegations about a personal situation.


In this Policy, unless repugnant to the meaning or context thereof, the following expressions shall have the meaning given to them below:

3.1 “Act” means the Companies Act, 2013 and rules made thereunder as amended from time to time.

3.2 “Company” shall mean Simbhaoli Power Private Limited having its registered office situated at Simbhaoli – 245207, Distt- Hapur.

3.3 “Board Members”shall mean the Directors on the Board of the Company.

3.4 “Disciplinary Action” means any action that can be taken on the completion of/during the investigation proceedings including but not limited to a warning,imposition of fine,suspension from official duties or any such action as is deemed to be fit considering the gravity of the matter.

3.5 “Employee”means every employee of the Company,including the Directors in the employment of the Company.

3.6 “Restricted Submission” means a concern raised by a written communication made in good faith that discloses or demonstrates information that may evidence unethical or improper activity.Restricted Submissions should be factual and not speculative in nature.

3.7 “Subject”means a person against or in relation to whom a Restricted Submission has been made or evidence gathered during the course of an investigation.

3.8 “Whistle Blower”or‘Complainant’means an Employee of the Company or its subsidiary/associated Company as the case may be making a Restricted Submissions to the management under this Policy.

3.9 “Whistle blowing”Whistle blowing is the disclosure of information which related to suspected wrong doing or dangers at work.

3.10 “Whistle and Ethics Officer”means an officer of the Company nominated by Competent Authority to conduct detailed investigation under this policy and to receive Restricted Submission from Whistle blowers, maintain record thereof, placing the same for its disposal and informing the Whistle blower the results thereof.


All Employees of the Company and various stakeholders of the Company are eligible to make Restricted Submissions under the Policy in relation to matters concerning the Company.


1. Where any director or employee finds or observes any of following activities (but not limited to) then he must within a period of 30 days of occurrence of event or on the date on which he comes to know, report in writing their complaint / grievance in the format as provided in Annexure 1 to this mechanism:

  • Embezzlement of funds.
  • Any prejudicial act in which stakeholders interest or public interest is involved.
  • Serious frauds which are affecting or may affect the financial position of the Company.
  • Internal theft/ criminal activity
  • Payoff & Kickbacks etc.
  • Danger to health and safety;
  • Financial fraud or mismanagement;
  • Breach of our internal policies and procedures; and
  • The deliberate concealment of any of the above matters.

2. The Complainant shall address the Complaints / Grievances to the Vigilance Officer (as may be designated by the Audit Committee) of the Company or the Chairman of the Audit Committee (in exceptional cases).The duly filled complaint form provided herein shall be submitted to any of the above mentioned person(s).

3. In order to protect the identity of the complainant, the Vigilance Officer or the Committee will maintain confidentiality of the complainants.

4. The Committee on the receipt of disclosure of any of above frauds or events shall make a record of the disclosure and also ascertain from the complainant whether he was the person who made the disclosure or not. The Committee shall also carry out initial investigation either itself or at its discretion by involving any other official of the Company or an outside agency as it may deem fit.

5. The decision to undertake the investigation by the Committee shall not by itself be regarded as the acceptance of the accusation by the Committee.It is a neutral fact finding process to ascertain the truth of the accusation.

6. Any member of the Audit Committee or such other officer involved in the investigation,having any conflict of interest with the matter shall disclose his/her concern/interest forthwith and shall not deal with the matter.

7. The Committee as it deems fit, may call for further information from the complainant.

8. The Committee shall carry out detailed investigation if the reported disclosure is found to be correct.

9. The Employee/Director against whom disclosure has been reported shall:-

  • Co-operate with Committee or any person appointed in this regard.
  • Have a right to consult any person of his choice other than members of Committee and/or Complainant.
  • Not interfere in investigations conducted by Committee.
  • Not withhold, tamper or destroy any of evidences.
  • Unless otherwise restricted, be given an opportunity to respond to material findings.
  • Not threaten, influence or intimidate complainant or any of witnesses.
  • Have a right to know the outcomes of investigation.

10. The Investigations shall be completed within a period of 60 days.


If the outcome of the investigation leads to a conclusion that, any improper or unethical act has been committed, then the Committee must record the same and recommend the Complaint along with the findings of the Committee upon investigation to the management for the disciplinary or corrective action to be taken against the concerned employee/director.The decision of the Committee shall be recorded with reasons and a copy of the same shall be forwarded to the complainant and the subject.

If the decision is not to the satisfaction of the complainant then the complainant has the right to report the event to the appropriate legal or investigating authority.However,if the complainant makes false or wrong allegations then disciplinary actions in accordance with the rules,procedures and policies of the Company shall be taken against the complainant as the Committee may decide.


If the alleged fraud or misconduct is proven after investigation, the Committee may impose such penalty / fine as it may deem fit depending upon nature of fraud or unethical act done by
the person.


The Committee as well as complainant shall:-

Maintain confidentiality of all matters under this policy.
Discuss only to the extent or with those persons as required under this policy for completing the process of investigation.
Not keep the papers unattended anywhere at any time.
Keep the electronic mails/files under password and under safe custody.


No unfair treatment will be meted out to a complainant by virtue of his/ her having reported a Protected Disclosure under this policy. The Company, as a policy, condemns any kind of discrimination, harassment, victimization or any other unfair employment practice being adopted against complainants. Complete protection will therefore be given to complainant against any unfair practice like retaliation, threat or intimidation of termination/suspension of service, disciplinary action, transfer,demotion,refusal of promotion or the like including any direct or indirect use of authority to obstruct the complainant’s right to continue to perform his duties/functions including making further disclosure.

The Company will take steps to minimize difficulties which the complainant may experience as a result of making the disclosure. Thus, if the complainant is required to give evidence in criminal or disciplinary proceedings, the Company will arrange for the complainant to receive advice about the procedure,etc.

A complainant may report any violation of the above clause to the Chairman of the Committee, who shall investigate into the same and recommend suitable action to the management.The identity of the complainant shall be kept confidential to the extent possible and permitted under law.The identity of the complainant will not be revealed unless he himself has made either his details public or disclosed his identity to any other office or authority.

In the event of the identity of the complainant being disclosed, the Committee is authorized to initiate appropriate action as per extent regulations against the person or agency making such disclosure. The identity of the complainant,if known,shall remain confidential to those persons directly involved in applying this mechanism, unless the issue requires investigation by law enforcement agencies.

Any other employee assisting in the said investigation shall also be protected to the same extent as the Complainant. Provided however that the complainant before making a complaint has reasonable belief that an issue exists and that he has acted in good faith.This policy does not protect an employee from an adverse action taken independent of his disclosure of unethical and improper practice etc.Unrelated to a disclosure made pursuant to this policy.


The complainant shall have direct access to Chairman of Committee in exceptional cases.The Chairman shall prescribe suitable direction in this regard.


The Mechanism herein set up cannot be effective unless it has been communicated to eligible person described herein above. For this purpose Company shall disclose it in Board’s Report.


The evidences, documents received by the committee in due course of time during investigation shall be preserved for three (3) years or for such period as may be specified by law in force in this regard from time to time.


The Company reserves right to amend, modify, and cancel any of the provisions of the mechanism in whole or in part set up herein above or may restrict subject to such conditions as it may deem fit.