1.1.Section 177 of the Companies Act, 2013 requires every listed company and such class or classes of companies, as may be
prescribed to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as
may be prescribed. Such a vigil mechanism shall provide for adequate safeguards against victimization of persons who
use such mechanism and also make provision for direct access to the Audit Committee in appropriate or exceptional cases.
1.2.As per Companies (Board Meeting and its Powers) Rules, 2014.
(1) 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-
(a) the Companies which accept deposits from the public.
(b) the Companies which have borrowed money from banks and public financial institutions in excess of fifty crore rupees.
(2) The companies which are required to constitute an audit committee shall oversee the vigil mechanism through the
committee and if any of the members of the committee have a conflict of interest in a given case, they should recuse
themselves and the others on the committee would deal with the matter on hand.
(3) In case of other companies, the Board of directors shall nominate a director to play the role of audit committee for
the purpose of vigil mechanism to whom other directors and employees may report their concerns.
(4) The vigil mechanism shall provide for adequate safeguards against victimisation of employees and directors who
avail of the vigil mechanism and also provide for direct access to the Chairperson of the Audit Committee or the
director nominated to play the role of Audit Committee, as the case may be, in exceptional cases.
(5) In case of repeated frivolous complaints being filed by a director or an employee, the audit committee or the
director nominated to play the role of audit committee may take suitable action against the concerned director or
employee including reprimand.
1.3. Under these circumstances, Seagull Maritime Agencies Private Limited, being a Private Limited Company proposes to
establish a Whistle Blower Policy/ Vigil Mechanism and to formulate a policy for the same.
2.1.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 employees who have concerns about suspected misconduct to come
forward and express these 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 concerns about unethical behaviour,
actual or suspected fraud or violation of the Codes of conduct or policy. The mechanism provides for adequate
safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct
access to the Audit Committee in exceptional cases.
2.2.This neither releases employees from their duty of confidentiality in the course of their work nor can it be used as
a route for raising malicious or unfounded allegations against people in authority and / or colleagues in general.
3.SCOPE OF THE POLICY
3.1.This Policy covers 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.
4.1."Alleged wrongful conduct" shall mean violation of law, Infringement of Company’s rules, misappropriation of monies,
actual or suspected fraud, substantial and specific danger to public health and safety or abuse of authority”.
4.2."Audit Committee" means a Director nominated by the Board to play the role of Chairman, Audit Committee for the
purpose of Vigil Mechanism as prescribed under the Companies (Meeting of the Board and its Powers) Rules, 2014 of
Companies Act, 2013.
4.3."Board" means the Board of Directors of the Company.
4.4."Company" means the Seagull Maritime Agencies Private Limited and all its offices.
4.5."Code" means Code of Conduct for Directors and Senior Management Executives adopted by Seagull Maritime Agencies
4.6."Employee" means all the present employees and whole time Directors of the Company (Whether working in India or abroad).
4.7."Protected Disclosure" means a concern raised by an employee or group of employees of the Company, through a written
communication and made in good faith which discloses or demonstrates information about an unethical or improper
activity under the title “SCOPE OF THE POLICY” with respect to the Company. It should be factual and not speculative
or in the nature of an interpretation / conclusion and should contain as much specific information as possible to
allow for proper assessment of the nature and extent of the concern.
4.8."Subject" means a person or group of persons against or in relation to whom a Protected Disclosure is made or evidence
gathered during the course of an investigation.
4.9."Vigilance and Ethics Officer" means an officer appointed to receive protected disclosures from whistle blowers,
maintaining records thereof, placing the same before the Audit Committee for its disposal and informing the Whistle
Blower the result thereof.
4.10."Whistle Blower" is an employee or group of employees who make a Protected Disclosure under this Policy and also
referred in this policy as complainant.
All Employees of the Company are eligible to make Protected Disclosures under the Policy in relation to matters
concerning the Company.
6.RECEIPT AND DISPOSAL OF PROTECTED DISCLOSURES.
6.1.All Protected Disclosures should be reported in writing by the complainant as soon as possible after the Whistle
Blower becomes aware of the same so as to ensure a clear understanding of the issues raised and should either be typed
or written in a legible handwriting in English or in Hindi.
6.2.The Protected Disclosure should be submitted in a closed and secured envelope and should be super scribed as
"Protected disclosure under the Whistle Blower policy". Alternatively, the same can also be sent through email with
the subject "Protected disclosure under the Whistle Blower policy". If the complaint is not super scribed and closed
as mentioned above, it will not be possible for the Audit Committee to protect the complainant and the protected
disclosure will be dealt with as if a normal disclosure. In order to protect identity of the complainant, the
Vigilance and Ethics Officer will not issue any acknowledgement to the complainants and they are advised neither to
write their name / address on the envelope nor enter into any further correspondence with the Vigilance and Ethics
Officer. The Vigilance and Ethics Officer shall assure that in case any further clarification is required he will get
in touch with the complainant.
6.3.Anonymous / Pseudonymous disclosure shall not be entertained by the Vigilance and Ethics Officer.
6.4.The Protected Disclosure should be forwarded under a covering letter signed by the complainant. The Vigilance and
Ethics Officer / Audit Committee/ CEO/ Chairman as the case may be, shall detach the covering letter bearing the
identity of the Whistle Blower and process only the Protected Disclosure.
6.5.All Protected Disclosures should be addressed to the Vigilance and Ethics Officer of the Company or to the Audit
Committee in exceptional cases. The contact details of the Vigilance and Ethics Officer / Audit Committee are as
Name :Mr. Sidharth Charan Jena (Director nominated to act as the Chairman of Audit Committee)
Address : Flat No. 301, House No. 70, Buildcon Apartments, Ber Sarai, New Delhi - 110016
6.6.Protected Disclosure against the Nominee Director should be addressed to the CFO of the Company and the Protected
Disclosure against the M.D/ CFO of the Company should be addressed to the Audit Committee.
The contact details of the CFO is as under:
Name – Mr. Varun Bhasin
Address : I-1612, Chitranjan Park, New Delhi.
6.7. On receipt of the protected disclosure the Vigilance and Ethics Officer / Chairman/ CEO / Audit Committee, as the
case may be, shall make a record of the Protected Disclosure and also ascertain from the complainant whether he was
the person who made the protected disclosure or not. He shall also carry out initial investigation either himself
or by involving any other Officer of the Company or an outside agency before referring the matter to the Audit
Committee of the Company for further appropriate investigation and needful action. The record will include:
a) Brief facts.
b) Whether the same Protected Disclosure was raised previously by anyone, and if so, the outcome thereof.
c) Whether the same Protected Disclosure was raised previously on the same subject.
d) Details of actions taken by Vigilance and Ethics Officer / Chairman/ CEO for processing the complaint.
e) Findings of the Audit Committee.
f) The recommendations of the Audit Committee/ other action(s).
6.8 The Audit Committee, if deems fit, may call for further information or particulars from the complainant.
7.1.All protected disclosures under this policy will be recorded and thoroughly investigated. The Audit Committee may
investigate and may at its discretion consider involving any other Officer of the Company and/ or an outside agency
for the purpose of investigation.
7.2.The decision to conduct an investigation is by itself not an accusation and is to be treated as a neutral fact finding
7.3.Subject(s) will normally be informed in writing of the allegations at the outset of a formal investigation and have
opportunities for providing their inputs during the investigation.
7.4.Subject(s) shall have a duty to co-operate with the Audit Committee or any of the Officers appointed by it in this
7.5.Subject(s) have a right to consult with a person or persons of their choice, other than the Vigilance and Ethics
Officer / Investigators and/or members of the Audit Committee and/or the Whistle Blower.
7.6.Subject(s) have a responsibility not to interfere with the investigation. Evidence shall not be withheld, destroyed
or tampered with and witness shall not be influenced, coached, threatened or intimidated by the subject(s).
7.7.Unless there are compelling reasons not to do so, subject(s) will be given the opportunity to respond to material
findings contained in the investigation report. No allegation of wrong doing against a subject(s) shall be considered
as maintainable unless there is good evidence in support of the allegation.
7.8.Subject(s) have a right to be informed of the outcome of the investigations. If allegations are not sustained, the
Subject should be consulted as to whether public disclosure of the investigation results would be in the best interest
of the Subject and the Company.
7.9.The investigation shall be completed normally within 90 days of the receipt of the protected disclosure and is
extendable by such period as the Audit Committee deems fit.
8.DECISION AND REPORTING
8.1.If an investigation leads the Vigilance and Ethics Officer / Audit Committee to conclude that an improper or unethical
act has been committed, the Vigilance and Ethics Officer / Audit Committee shall recommend to the management of the
Company to take such disciplinary or corrective action as he may deem fit. It is clarified that 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.
8.2.The Vigilance and Ethics Officer shall submit a report to the Audit Committee on a regular basis about all Protected
Disclosures referred to him/her since the last report together with the results of investigations, if any.
8.3.In case the Subject is the Chairman/CEO of the Company, the Audit Committee after examining the Protected Disclosure
shall forward the protected disclosure to other members of the Audit Committee if deemed fit. The Audit Committee
shall appropriately and expeditiously investigate the Protected Disclosure.
8.4.If the report of investigation is not to the satisfaction of the complainant, the complainant has the right to report
the event to the appropriate legal or investigating agency.
8.5.A complainant who makes false allegations of unethical & improper practices or about alleged wrongful conduct of the
subject to the Vigilance and Ethics Officer or the Audit Committee shall be subject to appropriate disciplinary action
in accordance with the rules, procedures and policies of the Company.
9.SECRECY / CONFIDENTIALITY
9.1.The complainant, Vigilance and Ethics Officer, Members of Audit Committee, the Subject and everybody involved in
the process shall:
9.1.1.Maintain confidentiality of all matters under this Policy.
9.1.2.Discuss only to the extent or with those persons as required under this policy for completing the process of
9.1.3.Not keep the papers unattended anywhere at any time.
9.1.4.Keep the electronic mails / files under password.
10.1.No unfair treatment will be meted out to a Whistle Blower 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 Whistle Blowers. Complete protection will,
therefore, be given to Whistle Blowers 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 Whistle Blower’s right to continue to perform his
duties / functions including making further Protected Disclosure. The company will take steps to minimize
difficulties which the 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 disciplinary proceedings, the Company will arrange for the
Whistle Blower to receive advice about the procedure, etc.
10.2.A Whistle Blower may report any violation of the above clause to the Audit Committee, who shall investigate into the
same and recommend suitable action to the management.
10.3.The identity of the Whistle Blower 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
Audit Committee is authorized to initiate appropriate action as per extant regulations against the person or agency
making such disclosure. The identity of the Whistle Blower, if known, shall remain confidential to those persons
directly involved in applying this policy, unless the issue requires investigation by law enforcement agencies, in
which case members of the organization are subject to subpoena.
10.4.Any other Employee assisting in the said investigation shall also be protected to the same extent as the Whistle Blower.
10.5.Provided however that the complainant before making a complaint has reasonable belief that an issue exists and he has
acted in good faith. Any complaint not made in good faith as assessed as such by the Audit Committee shall be viewed
seriously and the complainant shall be subject to disciplinary action as per the Rules / certified standing orders
of the Company. 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.
11.ACCESS TO AUDIT COMMITTEE
11.1.The Whistle Blower shall have right to access Audit Committee directly in exceptional cases and the Audit Committee
is authorized to prescribe suitable directions in this regard.
12.1.A whistle Blower policy cannot be effective unless it is properly communicated to employees. Employees shall be
informed through by publishing in notice board and the website of the company.
13.RETENTION OF DOCUMENTS
13.1.All Protected disclosures in writing or documented along with the results of Investigation relating thereto, shall
be retained by the Company for a period of 7 (seven) years or such other period as specified by any other law in
force, whichever is more.
14.ADMINISTRATION AND REVIEW OF THE POLICY
14.1.The Director – Mr. Sidharth Charan Jena shall be responsible for the administration, interpretation, application
and review of this policy. The Chief Financial Officer also shall be empowered to bring about necessary changes to
this Policy, if required at any stage with the concurrence of the Audit Committee.
15.1. The Company reserves its right to amend or modify this Policy in whole or in part, at any time without assigning
any reason whatsoever. However, no such amendment or modification will be binding on the Employees and Directors
unless the same is notified to them in writing .