As per the last audited financial statements the borrowings of MNL Ltd. from Banks is ₹90 crores. Advise the company on the provisions of the Companies Act, 2013 and the rules made thereunder regarding the vigil mechanis

Section 177 (9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of the Board and its Powers) Rules, 2014 provides that every listed company and the following class or classes of companies shall establish a vigil mechanism for directors and employees to report their genuine concern or grievances: the companies which accept deposits from the public; the companies which have borrowed money from the banks and public financial institutions in excess of ₹50 crores. Further, the companies which are required to constitute an audit committee shall oversee the vigil mechanism through the audit committee and if any of the members of the committee have a conflict of interest in a given case, they should rescue themselves and others on the audit committee would deal with the matter on hand. In case of other companies, 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. The vigil mechanism shall provide for adequate safeguards against victimisation of the directors and the employees 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 the audit committee as the case may be, in exceptional cases. As the borrowings of MNL Ltd. are of ₹90 crores, more than the limit prescribed in Rule 7 of the Rules as above, the company shall establish a vigil mechanism for directors and employees to report their genuine concern or grievances and comply with the provisions in regard thereto stated as above.