Whistle Blower Policy & Vigil Mechanism

Whistle Blower Policy & Vigil Mechanism

1. Preface

JET KNITWEARS LIMITED (‘JKL’ or 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.

The purpose of this Whistle Blower Policy (‘Policy’) is to provide a framework for Stakeholders to report to the management, instances of illegal or unethical practices, unethical behavior, actual or suspected fraud or violation of the JKL’s code of conduct or ethics policy. This Policy is pursuant to the mandate prescribed by National Stock Exchange of India Limited / Bombay Stock Exchange Limited (‘Stock Exchanges’) under Regulation 4 (2) (d) (iv) of SEBI (LODR) Regulations, 2015. The Policy aims at promoting responsibility and secures to protect Stakeholders who wish to raise Complaint about serious irregularities within JKL. Further Regulation 22 of SEBI (LODR) Regulations, 2015 & section 177(9) of the Companies Act, 2013 prescribes listed entities to establish a vigil mechanism for directors and employees to report genuine concerns.

2. Policy Objectives

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 behavior, actual or suspected fraud, violation of the Code of conduct or legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc.

This policy aims to provide an avenue for employees to raise concerns on any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statement and reports, etc.

3. Scope of the Policy

This Policy intends to cover genuine concerns or grievances about unethical behavior, actual or suspected fraud or violation of the company’s Code of Conduct, formally reported by whistle blowers. The policy neither releases employees from their duty of confidentiality in the course of their work, nor it is a route for taking up a grievance about a personal situation.

4. Definitions

“Audit Committee” means the Audit Committee constituted by the Board of Directors of the Company in accordance with Section 177 of the Companies Act 2013 read with Regulation 18(1) of SEBI(LODR)Regulations,2015.

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

“Stakeholder” includes Customers of JKL, Employees of JKL, Directors of JKL; Suppliers to JKL; Shareholders of JKL; Creditors of JKL; any agency or person deployed by JKL for any of its activities and includes any person associated with JKL.

“Compliance Officer” means Company Secretary of the Company or any other person who has been appointed by the Board of Directors of JKL to act as Compliance Officer. In the absence of any such person being appointed as Compliance Officer or wherein case, the Compliance Officer is the Whistle Blower / Subject, the CEO & Managing Director shall appoint a person to act as Compliance Officer for the purpose of this Policy.

“Code” mean code of Conduct for Board Members and Senior Management Personnel adopted by Jet Knitwears Ltd.

“Whistle Blower” means an Employee making a Protected Disclosure under this Policy, also considered as complainant.

“Whistle and Ethics Officer” means an officer of the company nominated by Competent Authority to conduct detailed investigation under this policy and to receive protected disclosure from Whistle blowers, maintain record thereof, placing the same before the Audit Committee for its disposal and informing the Whistle blower the results thereof.

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

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

“Company” means Jet Knitwears Ltd.

“Board” means Board of Director.

5. Eligibility

All Directors and 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

1. All Protected Disclosures except against the Directors should be addressed to the Whistle and Ethics Officer of the Company. The contact details of the Whistle Officer are as under:-

Name and Address : -

Shri Balram Kumar Narula

125/67-C, K-Block, Govind Nagar

Kanpur 208006 UP

Email : balramnarula@gmail.com

2. The Protected Disclosure against the Whistle and Ethics Officer & Directors of the Company should be addressed to the Chairman of the Audit Committee. The Contact details of the Chairman of Audit Committee :

Name and Address of : -

Shri Ramesh Chandra, Chairman, Audit Committee

201 Krishna Appartment 113/104-A, Swarup Nagar

Kanpur 208002.

Email : rameshchandra3415@gmail.com

3. All Protected Disclosures should be reported in writing by the complainant as soon as possible after he becomes aware of the same, clearly mentioning the issues raised and should either be typed or written in a legible handwriting in English or Hindi.

4. 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”. Protected Disclosure should be forwarded by complainant through separate letter duly signed by complainant. Further, alternatively, the same can also be sent through email with the subject “Protected disclosure under the Whistle Blower policy”.

In order to protect identity of the complainants, they are advised neither to write their name/address on envelop nor enter into any further correspondence with the Whistle & Ethics Officer. The Whistle & Ethics Officer/ chairman of Audit Committee shall get in touch with the complainant.

5. The Whistle and ethics Officer or the Chairman of the Audit Committee as the case may be, shall detach the covering letter bearing the identity of the Whistle Blower and process only the Protected Disclosure. Further, in order to protect the identity, they shall not issue any acknowledgment to the complainant.

6. The Whistle and ethics Officer or the Chairman of the Audit Committee shall not entertain anonymous/ pseudonymous disclosures.

7. On receipt of the protected disclosure the Whistle and Ethics Officer or Chairman of the 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. The record will include :

• Brief facts;

• Whether the same Protected Disclosure was raised earlier by anyone, and if so, the outcome thereof;

7. Investigation

1. All Protected Disclosures reported under this Policy will be thoroughly investigated by Whistle and Ethics Officer or Chairman of Audit Committee as the case may be who at its discretion, consider involving any investigators for the purpose of Investigation.

2. The decision to conduct an investigation taken into a Protected Disclosure by itself would not be deemed acceptance of the accusation. It is to be treated as a neutral fact-finding process because the outcome of the investigation may or may not support accusation.

3. The identity of a Subject will be kept confidential to the extent possible given the legitimate needs of the investigation by the Whistle and Ethics Officer / Chairman of the Audit Committee or by the investigators, if involved.

4. Unless there are compelling reasons not to do so, Subjects will be given reasonable opportunity for hearing their side during the investigation. No allegation of wrongdoing against a Subject shall be considered as maintainable unless there is good evidence in support of the allegation.

5. Subjects shall have a duty to co-operate with the Whistle and Ethics Officer / Chairman of the Audit Committee during investigation to the extent that such co-operation sought does not merely require them to admit guilt.

6. Subjects shall have right to access document/ information pertaining to their complaint for their legitimate need to clarify/ defend themselves in the investigation proceedings.

7. Subjects shall have a responsibility not to interfere with the investigation. Evidence shall not be withheld, destroyed or tampered with, and witnesses shall not be influenced, coached, threatened or intimidated by the Subjects.

8. Subjects have a right to be informed of the outcome of the investigation.

9. Whistle and Ethics Officer/ Chairman of the Audit Committee shall normally complete the investigation within 90 days of the receipt of protected disclosure and in case of delay citing the reason for such delay.

10. In case of allegations against subject are substantiated by the Whistle and Ethics Officer in his report, the Audit Committee shall give an opportunity to Subject to explain his side.

8. Protection