Explain the provisions governing vigil mechanism under the Companies Act, 2013. Is it applicable to all companies?

Section 177(9) of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 has made it mandatory to establish vigil mechanism in all listed companies and companies that accept deposits from public and companies which borrow money from bank and public institutions in excess of ₹50 Crores. This is to enable a company to evolve a process to ensure ethical corporate behaviour, while rewarding employees for their integrity and for providing valuable information to the management on deviant practices. It gives protection to the persons who has observed something wrong happening in the company and wants to draw attention of the management to such wrong. Sub-section (10) of section 177 further provides that the vigil mechanism shall provide for adequate safeguards against victimisation of persons who use such mechanism and make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. In case company does not have an Audit committee, a director has to be designated to play a role of audit committee. The details of establishment of such mechanism shall be disclosed by the company on its website, if any, and in the Board's report. Repeated frivolous should be dealt with appropriately.