A TCG - MIDC Joint Venture

Vigil Mechanism Policy

Vigil Mechanism Policy


  • The Company is committed to conduct its business by adopting the highest standards of professional integrity and ethical behavior and comply with all the regulatory requirements under the laws and regulations prevailing from time to time. The Vigil Mechanism Policy is a mechanism to reinforce implementation of the Company’s Code of Conduct which encourages all concerned to take positive actions which not only commensurate with the Company’s values and beliefs, but are also perceived to be so. Any violations of the Code shall be reported by Employees and Directors under this Policy. Through this Policy, the Company seeks to provide a procedure for all the Employees and Directors of the Company and its subsidiaries to disclose any concerns about any improper act. The Company provides adequate safeguards against victimization of persons who use such mechanism for making Protected Disclosures.
  • Section 177(10) of the Companies Act, 2013 makes it mandatory for those Companies who have borrowed in excess of Rs. 50 Crores from banks and financial institutions to establish the “Vigil Mechanism Policy” for all its Employees and Directors to report Improper Acts. Accordingly, this Policy is formulated with a view to provide such a mechanism.

Applicability of the Policy

  • This policy shall be called Vigil Mechanism Policy of the Company and is an internal policy applicable to the Employees and Directors of the Company.


  • To provide all Employees and Directors a mechanism to report Improper Acts.
  • To provide adequate safeguards against victimization of Employees and Directors who report under the Vigil Mechanism.


The definitions of some of the key terms used in this Policy are given below. In case any terms are not defined herein, they shall have the same meaning assigned to them under
the Companies Act, 2013.

  • “Director” means a member of the Board of Directors of the Company.
  • “Employee” means every employee of the Company (whether working in India or abroad) including the Directors in the employment of the Company.
  • “Improper Act” means any concerns about unethical behavior, actual or suspected fraud or violation or wrongful conduct occurring within the Company.
  • “Investigator” means the person authorized, appointed, consulted or approached by the Board including Auditors of the Company and the police.
  • “Policy” means this Vigil Mechanism Policy.
  • “Protected Disclosures” means any communications made by a person in good faith that expresses concerns of Improper Acts.
  • “Person” means an Employee or a Director making a Protected Disclosure under this Policy.

Under this Policy, role of a Person is that of a reporting party with reliable information. Person is not required or expected to act as an investigator or finder of the facts, nor would the Person have a right to participate in any investigative activities unless requested by the Investigator.


All Employees and Directors of the Company are eligible to make Protected Disclosures under the Policy.


  • Any abuse of the protection given under this Policy to any Person will warrant disciplinary action.
  • In case any Person is found misusing this Policy, or making disclosures which are found to be mala fide, malicious, baseless, frivolous or reported otherwise than in good faith, such Person will be disqualified from reporting any further Protected Disclosures under this Policy.


  • All Protected Disclosures should be addressed to the Vigilance Officer appointed by the Board of Directors.
  • The Contact details for reporting of Protected Disclosures are as under :
    International Biotech Park Limited
    Kind Attn: Mr. Prasanta K. Biswal
    TCG Financial Centre, 11th Floor,
    Plot No. C-53, G Block, Bandra Kurla Complex,
    Bandra (E), Mumbai- 400 098
  • Protected Disclosures shall be reported in writing so as to ensure clear understanding of the issue/s raised and should be typed or handwritten in legible handwriting in English, Hindi or regional language of place of employment of the Company.
  • Protected Disclosures shall be forwarded with a covering letter which shall bear the identity of the Person making such disclosures. The Vigilance Officer shall detach the covering letter and identity of the Person before sending the matter for investigation to the Investigator.
  • Anonymous disclosures shall not be entertained under this Policy.


  • All Protected Disclosures received will be recorded and looked into by the Vigilance Officer. If initial enquiries made by the Vigilance Officer indicate that the Protected Disclosure has no basis, or it is not a matter to be pursued under this Policy, it may be dismissed at this stage, and shall be sent to the Board of Directors of the Company and the decision shall be documented with the justification for arriving at such decision. In such cases, the Vigilance Officer will also give a proper feedback to the Person making the Protected Disclosures, explaining the reasons of such dismissal. The Vigilance Officer, to the extent feasible, shall endeavor to take all these steps within a period of 15 working days from the date of receipt of the Protected Disclosure.
  • If initial enquiries made by the Vigilance Officer indicate that further investigation is necessary, this will be carried through either by the Vigilance Officer alone or by an Investigation Committee. In case the Vigilance Officer decides to get the investigation carried out by an Investigation Committee, he shall form the Committee within 7 working days of arriving at such decision.
  • The investigation would be conducted in a fair manner, as a neutral fact-finding process and without presumption of guilt. To the extent feasible, the Vigilance officer or the Investigation Committee, as the case may be, shall conclude the Investigation within a period of 30 working days from the commencement of the Investigation, and shall make a written report of the findings on the conclusion of such Investigation.


  • No unfair treatment shall be meted out to the Person on account of his / her having reported a Protected Disclosure under this Policy. The Company, as a Policy, condemns any kind of discrimination, harassment or victimization or unfair employment practices being adopted against any Person reporting the Protecte Disclosures.
  • A Person may report any violation of the above clause to the Vigilance Officer, who shall forthwith investigate into the matter.


  • Investigators are required to conduct a process towards fact finding with detailed analysis and reasoning. Investigators derive their authority and rights from the Vigilance Officer during investigation.
  • Investigations will be launched only after a preliminary review by the Vigilance Officer is done; in order to establish that an investigation is necessary under this Policy.


If an investigation concludes that an Improper Act has been committed, the Vigilance Officer shall recommend to the Board of Directors, of the Company to take corrective or disciplinary action as may be deemed fit.


The Vigilance Officer shall submit a report about all Protected Disclosures referred to him with the results of the Investigation to the Board of Directors of the Company.

Retention of documents

All Protected Disclosures, documentation in relation to the Investigation, and the results of the Investigation shall be retained by the Company for a minimum period of 3 years.

Communication of this Policy

For all new Employees and Directors, a copy of this Policy shall be handed over as a part of the joining documentation, alongwith other HR related policies. For all existing Employees and Directors, a copy of this Policy shall be handed over within one month of the adoption of this Policy by the Board of Directors of the Company. This Policy shall also be posted on the web-site of the Company and in the Directors’ Report of the Company.


Any change in the Policy shall be approved by the Board of Directors of the Company. The Board of Directors shall have the right to withdraw and / or amend any part of this Policy or the entire Policy, at any time, as it deems fit, or from time to time, and the decision of the Board in this respect shall be final and binding.