Vigil Mechanism

INTRODUCTION :


BSS Microfinance Ltd. (hereinafter collectively referred to as “BSS” and “the Company”) and all the companies in the Kotak Group (hereinafter collectively referred to as “the Kotak Group”) are committed to its “Vision Statement” of upholding its Global Indian Financial Services Brand creating an ethos of trust across all constituents, developing a culture of empowerment and a spirit of enterprise thereby becoming the most preferred employer in the financial services sector.
Consistent with the Vision Statement, the Kotak Group is committed to maintain and provide to all its employees and directors highest standards of transparency, probity and accountability. The Kotak Group endeavors to develop a culture where it is safe and acceptable for all employees and directors to raise / voice genuine concerns in good faith, and in a responsible as well as effective manner.

Through this policy, BSS would like to enable any of its employees and directors to raise concerns internally and to disclose information, which the individual believes shows malpractice, serious irregularities, fraud, unethical business conduct, abuse or wrong doing or violation of any Indian law. The purpose of this policy is to provide a framework to promote responsible vigil mechanism/whistle blowing for BSS. The Policy protects an employee and a director from discharge or retaliation or discrimination when the employee or director reports in good faith the existence of any of the aforesaid activity.



APPLICABILITY OF THE POLICY AND ITS EFFECTIVE DATE :


This Policy as amended from time to time, applies to all employees and directors of the Company including those who are on probation from immediate effect.


SCOPE AND COVERAGE OF VIGILANCE MECHNISM:


This Vigil Mechanism is applicable for all Employees and Directors of the Company irrespective of their positions, and broadly, the following areas (the list is indicative and not exhaustive) are covered:

a. Financial irregularities, including fraud or suspected fraud.
b. Wastage or misappropriation of company money or assets
c. Abuse of authority
d. Misbehavior with stakeholders such as staff, lenders, project members & their family members, etc
e. Manipulation of company data/records/register
f. Accused or convicted in any criminal offence
g. Non-compliance with/violation of organization rules & regulations or statutory requirements
h. Any other unethical, dishonest or biased happenings.


WHISTLE BLOWER:


Any employee or director (hereinafter referred to as “Whistle blower”), who in good faith raises genuine concern or reports evidence of activity by the Company or its employees or directors that may constitute:

1. Instances of corporate fraud;
2. Unethical business conduct;
3. A violation of Central or State laws, rules, regulations and/or any other regulatory or judicial directives;
4. Any unlawful act, whether criminal or civil;
5. Malpractices;
6. Serious irregularities;
7. Impropriety, abuse or wrong doing;
8. Deliberate breaches and non-compliance with the Company’s policies;
9. Questionable accounting / audit matters / financial malpractices;
10. Sexual Harassment
11. Breach of IT Security & data privacy
12. Wastage/misappropriation of the Company’s funds or assets
13. Engaging in any trade or business outside the scope of the employment without the consent of the appropriate authority
14. Unauthorized disclosure of information regarding the affairs of the Company or any of its customers or any other person connected with the business of the Company which is confidential or the disclosure of which would be prejudicial to the interest of the Company (Collectively referred to as “the Concerns”) if one is acting in good faith it does not matter if one is mistaken.

DUTY OF EMPLOYEES TO BLOW THE WHISTLE:


It shall be the duty of every employee of the Company to blow the whistle i.e. to report the matter to the Committee of BSS in accordance with this policy immediately upon coming to know or having knowledge of the happening or occurrence of an incident that has been elaborated in C above.


REPORTING:


If the Whistle blower has become aware of any concern, he/she must immediately report the facts by calling the dedicated helpline no “+91 8197193611”. The concerned can alternatively write email to vigil@bssmfi.com or alternatively write by post to the following address: Whistleblower Cell, C/O BSS Microfinance Ltd, No 11, 2nd Block, 2nd Stage, Outer Ring Road, Nagarbhavi Layout, Near BDA Complex, Bengaluru, Karnataka, 560072. The concern will be noted down by an external contact center who will then pass on the issues reported to the Committee of BSS while keeping the anonymity of the whistleblower intact.


BSS WHISTLE BLOWER COMMITTEE (BSS COMMITTEE):


  • The members of the BSS Committee will be formed by the Board and the administrator will be chosen by the Committee.
  • If any of the members of the BSS 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.
  • The BSS Committee will appoint an Administrator to manage the whistle blowing mechanism and give him/her directions from time to time for its functioning.
  • The Administrator may have a team under his/her supervision to undertake various activities.
  • The Administrator may be changed at the discretion of the BSS Committee or basis the recommendation from Board by passing a resolution at the meeting of the BSS Committee.
  • The Administrator shall evaluate and ascertain whether the issue/event reported qualifies as a concern under this policy.
  • BSS committee has to respond any concern raised by the whistleblower within a fortnight.

INVESTIGATION:


All Concerns under this Policy will be investigated and all information disclosed during the course of investigation will remain confidential, except as necessary to conduct the investigation and take any remedial action in accordance with applicable laws/Company policies.

PROCEDURE:

Once any Concern has been raised / reported, the Administrator shall take the following steps:

  • Obtain full details and clarification of the concern;
  • Consider ordering investigation by the Company’s internal auditors or any other investigation agency or person, external or internal including the police;
  • Fully investigate into the allegation with the assistance where appropriate of other individuals/bodies;
  • Inform the BSS Committee of the outcome, and seek approval/ratification for proposed disciplinary actions, if any.
  • While investigating the Concerns raised by a Whistle Blower, the Company may or may not be able to inform such Whistle Blower the precise action/finding of such investigation.
  • The Company however, will take all steps to minimize the difficulty / anxiety of the Whistle Blower, which he or she may experience as a result of raising/reporting such Concern.
  • If the Whistle Blower is required to give evidence in criminal or disciplinary proceedings, the Company will arrange for the employee or director to receive appropriate legal advice about the process and procedure to be followed in this regard.
  • Direct access to the Chairperson of the BSS Committee will be provided to Whistle Blower should the Whistle blower so require, in appropriate or exceptional cases.

DISCIPLINARY ACTION:


BSS Committee shall oversee that appropriate disciplinary actions are taken as per the prevailing Human Resources policies of the Company. Actions however may be taken by the concerned business team/unit or any other department/committee in accordance with the Human Resources Policy of the Company. The BSS Committee in turn shall appropriately apprise the Board of Directors, wherever deemed necessary.


UNTRUE CONCERNS:


The details of establishment of vigil mechanism in the Company shall be disseminated amongst all staff & Directors, and shall also be disclosed in the Company’s website, and also should be covered in the annual Board of Directors’ report to the general body of the Company.

DISCRIMINATION:


The Company strictly prohibits discrimination, retaliation or harassment of any kind against a Whistle Blower who based on his/her reasonable belief that such conduct or practices have occurred or are occurring, report that information. If a Whistle Blower believes that he/she has been subjected to discrimination, retaliation or harassment for having reported Concern under this Policy, he/she must report such fact to any member of the BSS Committee. It is imperative that the Whistle Blower bring the matter to the attention promptly so that any Concern of discrimination, retaliation or harassment can be investigated and addressed promptly and appropriately.

CONFIDENTIALITY:

The Whistle Blower, members of the BSS Committee or the Administrator and his/her team or other investigating person or persons who will be investigating or deciding on the investigation shall not make public the concerns disclosed. A Whistle Blower is assured that if he/she chooses to remain anonymous, no attempts will be made to ascertain his/her identity or if the whistle-blower has chosen not to remain anonymous and has disclosed his/her identity it shall be kept confidential, should he/ she so desire by any of the persons listed above who receive the intimation of the Concern unless legally required to be disclosed at a subsequent date after investigations are carried out.