You are requested to explain the provisions of the Companies Act, 2013, and the SEBI (LODR) Regulations, 2015, regarding the vigil mechanism/whistleblower policy, addressing the following points : (a) Which companies are

(a) Establishment of vigil mechanism: Section 177(9) of the Companies Act 2013 read with Rule 7(1) of the Companies (Meetings of Board and its Powers) Rules, 2014 provides for establishment of Vigil Mechanism for their directors and employees to report their genuine concerns or grievances as under: Every listed company: the companies which accept deposits from the public; the companies which have borrowed money from banks and public financial institutions in excess of fifty crore rupees. Regulation 4(2)(d)(iv) of SEBI (LODR) Regulations, 2015 provides that the listed company shall devise an effective vigil mechanism/whistle blower policy enabling stakeholders, including individual employees and their representative bodies, to freely communicate their concerns about illegal or unethical practices. (b) Safeguards: Section 177(9) of the Companies Act, 2013 read with Rule 7(4) of the Companies (Meetings of Board and its Powers) Rules, 2014- The vigil mechanism set up as above, shall provide for adequate safeguards against victimisation of employees and Directors who use such mechanism and make provision for direct access to the Chairperson of the Audit Committee or the Director nominated to play the role of Audit Committee in appropriate or exceptional cases. 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. Further, Regulation 22 of the SEBI (LODR) Regulations, 2015 provides that the listed company shall formulate a vigil mechanism/ whistle blower policy for directors and employees to report genuine concerns and such mechanism shall provide for adequate safeguards against victimization of director(s) or employee(s) or any other person who avail the mechanism and also provide for direct access to the chairperson of the audit committee in appropriate or exceptional cases. It may therefore be noted that while section 177(9) of the Companies Act, 2013 mandates to establish a vigil mechanism for directors and employees to report genuine concerns, in case of a listed company, such mechanism is available to all stakeholders. (c) To oversee the vigil mechanism: Rule 7(2) and (3) of the Companies (Meetings of Board and its Powers) Rules, 2014-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 conflicted of interest in a given case, they should recuse themselves and the others on the Committee would deal with the matter on hand. In case of other companies (not required to constitute Audit Committee), 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. Regulation 18(3) of SEBI (LODR) Regulations, 2015 prescribes the role of committee as specified in PART C of Schedule II to review the functioning of whistle blower mechanism. (d) Disclosure requirement: As per proviso to section 177(10) of the Companies Act, 2013-The details of establishment of the Vigil Mechanism is required to be disclosed by the company on its website, if any, and in the Board's report.