You are a company secretary of a listed company. The company has borrowings from the Banks/FIs worth ₹ 75 crores, which is in the form of Term Loan and Working Capital Finance. You noticed that the company is not having

Sec 177 (9) of the Companies Act, 2013 provides that every listed company or such class or classes of companies, as may be prescribed, shall establish a vigil mechanism for directors and employees to report genuine concerns in such manner as may be prescribed. Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 provides that 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: 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 22 of SEBI (LODR) Regulations, 2015 provides that every listed entity shall establish a vigil mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the listed entity code of conduct or ethics policy. Since the company is a listed company, it should establish vigil mechanism as per both Section 177(9) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 with following provisions- The 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. 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. 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. The details of establishment of such mechanism shall be disclosed by the listed entity on its website and in the Board's report.