Company Policy

WHISTLE BLOWER/ VIGIL MECHANISM POLICY

1.PREAMBLE AND OBJECTIVE

Isuzu Motors India Private Limited (“the Company”) implements the Whistle Blower/ Vigil Mechanism Policy (“the Policy”) for those who wants to report their genuine concerns within the organization in the interest of all its stakeholders and for fair business continuity as per the provisions of the Companies Act, 2013.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of its business operations. To maintain these standards, the Company encourages its Employees/Directors who have concerns about suspected misconduct to come forward and express these concerns without fear of any nature whatsoever, or fear of any unfair treatment. Under the Policy, any actual or potential violation of the policies or code of conduct of the Company, howsoever insignificant or perceived as such, would be a matter of serious concern for the Company. The Policy shall provide a channel to employees and Directors to report to the Management concerns about unethical behavior, actual or suspected fraud or violation of the policy(ies) of the Company. Further the Policy shall provide for adequate safeguards against victimization of persons who use such mechanism and also make provision for direct access to the any one authorized Director of the Company.

Under the aforesaid circumstances and the events/ scope enlisted in Para No. 3, the Company hereby establish a Whistle Blower/ Vigil Mechanism for the Director(s) and/or Employee(s) of the Company to approach the Deputy Managing Director of the Company.

2.APPLICABILITY

The Policy is approved by the Board vide its resolution dated 18th March, 2021 and shall be effective from 18th March, 2021.

3.SCOPE OF THE POLICY

All Employee(s) and/ or Director(s) of the Company who are associated with the Company can raise concerns regarding malpractices and events which may negatively impact the Company such as:

  • Inaccuracy in maintaining the Company’s books of account and financial records.
  • Financial misappropriation and fraud.
  • Any monetary or non-monetary fraud.
  • Misuse of company assets & resources.
  • Inappropriate sharing of the Company’s sensitive information.
  • Any employee’s misconduct, fraudulence, cheating, Corruption, bribery or any other action that may damage/ harm the Company.
  • Insider trading.
  • Unfair trade practices & anti-competitive behavior or any activity or Company’s business which violates law or code of conduct of the Company or business without proper government permission or violation of intellectual property rights/ consumer laws/ environment laws.
  • Discrimination in any form (such as gender, cast, creed etc.), human rights infringement or harassment (psychological, power etc.) in any manner.
  • Violation of statutory laws
  • Violation of internal policies including Code of Conduct of the Company.
  • Any other matters or activities on account of which the interest of the Company is affected.

4.KEY DEFINITIONS

  • The Company means “Isuzu Motors India Private Limited.”
  • “Vigilance Committee” means a committee constituted by the Deputy Managing Director in consultation with Managing Director of the Company in pursuance to this Policy.
  • “Board” means the Board of Directors of the Company as appointed from time to time.
  • Policy or This Policy means, “Whistle Blower/ Vigil Mechanism Policy.”
  • “Employee” means all the present employees and directors of the Company (whether working in India or abroad).
  • “Whistle Blower” is an employee or group of employees who makes a Protected Disclosure under the Policy.
  • “Protected Disclosure” means a concern raised by an employee or group of employees of the Company or Directors of the Company, through a written communication and made in good faith which discloses or demonstrates information about an unethical or improper activity under the title “SCOPE OF THE POLICY” with respect to the Company. It should be factual and not speculative or in the nature of an interpretation/ conclusion and should contain as much specific information as possible to allow for proper assessment of the nature and extent of the concern.

5.ELIGIBILITY

All Employees and/ or the Directors of the Company are eligible to make Protected Disclosures under the Policy in relation to matters relating to wrongful conduct.

6.GUIDELINES

  • .Protection under Policy: The whistle blower/ vigil mechanism shall provide for adequate safeguards against victimization of the Employees or such whistle-blower who avail of the whistle blower/ vigil mechanism and report their genuine concerns or grievances.
  • Disclosure & Maintenance of Confidentiality: Employees shall report their concerns through e-mail and shall addressed to Deputy Managing Director. The confidentiality shall be maintained to the greatest extent possible.
  • Frivolous complaints: In case of frivolous/ mala-fide complaints being filed by any Employee; the Deputy Managing Director may take suitable action against the concerned Employee including reprimand.

7.GRIEVANCE REDRESSAL PROCEDURE

  • Any Employee can raise their genuine concerns or grievances, in writing, to the Deputy Managing Director. The Contact details for addressing and sending the Complaints is as follows: Through Email-id to DMD: Whistle.blower@isuzu-india.com Or, Through Written Letter: can be sent directly to DMD by post/courier or by dropping the letter in ‘Compliance Box’ kept at different places in HO/ Plant/ Regional Offices. The Corresponding Address: Dy. Managing Director, Isuzu Motors India Private Limited, 9th Floor, Prestige Centre Court – Office Block, Vijaya Forum Mall, No. 183 NSK Salai, Vadapalani, Chennai Tamil Nadu – 600 026.
  • On receipt of such grievance or concern, the Deputy Managing Director in consultation with Managing Director of the Company, shall form a Vigilance Committee. The Vigilance Committee shall have maximum number of 7 members.
  • The Vigilance Committee shall appropriately investigate all grievances received.
  • The Deputy Managing Director or the Vigilance Committee, as the case may be, shall have right to call for any information/ document and examination of any employee of the Company or other person(s), as they may deem appropriate for the purpose of conducting investigation under this policy.
  • The findings of the investigation, in form of report, with recommendations shall be prepared after completion of investigation.
  • The Vigilance Committee shall submit the said Report to the Deputy Managing Director and; the Deputy Managing Director shall take the decision after the Meeting with Vigilance Committee, if required.
  • The decision or direction of the Deputy Managing Director in this regard shall be final and binding.

8.ANONYMOUS COMPLAINTS

Any Director and/ or Employee of the Company may raise their concerns/ complaints anonymously in good faith which discloses or demonstrates information about an unethical or improper activity under the title “SCOPE OF THE POLICY” with respect to the Company. The Deputy Managing Director/ Vigilance Committee, as the case may be, may accept such anonymous concern/ compliant for enquiry subject that the said concern/ compliant should (i) be factual and not speculative or in the nature of an interpretation/ conclusion; and (ii) contain as much specific information as possible to allow for proper assessment of the nature and extent of the concern. Mode of raising Anonymous Complaint: Through E-mail (by using some random email-id) to DMD – Whistle.blower@isuzu-india.com Or, Through Written Letter: can be sent directly to DMD by post/courier or by dropping the letter in ‘Compliance Box’ kept at different places in HO/ Plant/ Regional Offices. The Corresponding Address: Dy. Managing Director, Isuzu Motors India Private Limited, 9th Floor, Prestige Centre Court – Office Block, Vijaya Forum Mall, No. 183 NSK Salai, Vadapalani, Chennai Tamil Nadu – 600 026. Note: After receipt of anonymous complaint DMD will take suitable actions as per the procedure mentioned in Para 7 of this Policy.

9.CONFIDENTIALITY

The Company and individuals involved in the review or investigation shall maintain complete confidentiality, about/ in respect of (i) the subject matter; (ii) the aggrieved person/ complainant/ the person who made the Protected Disclosure to Deputy Managing Director; and (iii) the person against whom the complaint was made. Disciplinary action may be initiated against anyone found not complying with the obligation of confidentiality.

10.PROTECTION

Under this Policy, complete protection shall be given to aggrieved person/ complainant/ the person who made the Protected Disclosure to Deputy Managing Director against any kind of discrimination, harassment, victimization or any other unfair employment practice or any unfair practice like retaliation, threat or intimidation of termination/ suspension of service, disciplinary action, transfer demotion, refusal of promotion or the like including any direct or indirect use of authority to obstruct the Whistle Blower’s right to continue to perform his duties/ functions including making further Protected disclosure. If the aggrieved person receives improper treatment, such as threats or retaliation for having reported the violation, the DMD will thoroughly investigate and take the appropriate action at the earliest. Protection under this Policy does not mean protection against actions taken for frivolous reporting or actions taken by the Company/ Management in normal due course of the Company.

RIGHT TO AMENDMENT

he Company reserves its right to amend or modify this Policy in whole or in part, at any time without assigning any reason whatsoever. However, no such amendment or modification will be binding on the employees and directors unless the same is approved by the Board of Directors.

Corporate Social Responsibility Policy

Introduction

Isuzu Motors India Private Limited puts forth its corporate vision – “A leader in light commercial vehicle and diesel engines, empowering our customers as a member of “ISUZU COMMUNITY” and respecting the environment of India”. For a sustainable development together with the society, Isuzu emphasizes the importance of fulfilling the social responsibility and achieving our corporate vision while building up trustable relationships with our stakeholders, and we call this “Isuzu’s CSR activities”. The activities are intended to realize our corporate vision through achievements of each Isuzu employee understanding the “Policies of Isuzu’s CSR Activities” and applying it to its business field. Isuzu leverages its strength in obtaining the trust of society and contributing to sustainable development with society through its CSR activities as well as fulfilling its social responsibility. For Isuzu’s organization to prove its value in the community and to continuously fulfill its corporate vision it is indispensable for each director and each employee to act according to the Isuzu’s compliance standards; not only complying the laws and regulations but each should also possess a high code of ethics to win credibility from society.

Objectives of the Policy

This Corporate Social Responsibility Policy has been developed in line with the Company’s vision and the principles envisaged under Section 135 of the Companies Act, 2013 and the rules framed thereunder. The Policy shall govern the CSR activities undertaken by the Company.

Focus Areas of the Company’s CSR Activities

he CSR activities of the Company include contributions to corpus for projects or programs and support initiatives in the following focus areas as approved by Board of Directors of the IMI on the recommendation of the CSR Committee accordance with Schedule VII of the Companies Act, 2013:

  • Eradicating hunger, poverty and malnutrition, promoting health care including preventive health care and sanitation, including contribution to the Swach Bharat Kosh set –up by the Central Government for the promotion of sanitation and making available safe drinking water;
  • Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly, and the differently abled and livelihood enhancement projects;
  • Promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centres and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;
  • Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water, including contribution to the Clean Ganga Fund set-up by the Central Government for rejuvenation of river Ganga;
  • Protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art; setting up public libraries; promotion and development of traditional arts and handicrafts:
  • Measures for the benefit of armed forces veterans, war widows and their dependents;
  • Training to promote rural sports, nationally recognised sports, Paralympic sports and Olympic sports;
  • Contribution to the Prime Minister’s National Relief Fund or any other funds set up by the Central Government for socio-economic development and relief and welfare of the Schedule Castes, the Scheduled Tribes, other backward classes, minorities and women;
  • Contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government;
  • Rural development projects;
  • Any other CSR programmes as may be included by the Central Government in Schedule VII of the Companies, Act, 2013 from time to time;
  • Such other projects which, in view of the Board of Directors, are within the scope of CSR activities prescribed by the Central Government from time to time.

In accordance with the provisions of the Act, IMI shall not consider any projects or programs or activities that benefit only the employees of the Company and their families as CSR activity.

Geographical Focus

In accordance with the provisions of the Companies Act, 2013, it is provided that only activities that are undertaken in India would be considered as CSR activities and IMI shall give preference to the local area and areas around it where it operates, for spending the amount earmarked for Corporate Social Responsibility activities.

CSR Budget

The Board of Directors of IMI shall ensure that the company spends, in every financial year, at least two per cent of the average net profits of the company made during the three immediately preceding financial years, in pursuance of its Corporate Social Responsibility Policy. IMI may also build CSR capacities of its own personnel and/or those of its implementing agencies through Institutions with established track records of atleast three financial years but such expenditure shall not exceed five percent of the total CSR Spend by IMI in one financial year. In accordance with the Act, it is hereby stated that any surplus arising out of the CSR projects or programs or activities shall not form part of the business profit of the Company. The Surplus generated, if any, shall be pooled back to the CSR activities of the Company.

CSR Committee Constitution and Charter of the Committee

In line with the requirements of Section 135, the CSR Committee of Directors of IMI shall consist of three Directors. The Committee will meet atleast once a year to monitor the CSR activities during the year, to review the CSR policy and to do such other activities as may be considered necessary. A quorum of two members is required to be present at the meetings. The Directors shall elect one amongst them as Chairman of the Committee. The Company Secretary shall function as the Secretary to the Committee. The meetings of the Committee may be convened by the Company Secretary as per the instructions of the Chairman of the Committee. The meetings of the CSR Committee shall be governed by the provisions of the Companies Act, 2013 as applicable to meetings of the Committee of Directors.

Membership of the CSR Committee

The Chairman and the Membership of the Committee are as follows:

S No Names Designation
1 Mr. Tsuguo Fukumura Managing Director
2 Mr. Ken Takashima Deputy Managing Director
3 Mr. Eisuke Ota Director

Functions of the CSR Committee

The functions of the CSR Committee shall inter-alia include the following:

  • Formulation of the CSR Policy and its recommendation to the Board.
  • Undertake CSR Activities in accordance with the Company’s policy and Schedule VII of the Companies Act, 2013
  • Institution of a transparent monitoring mechanism for implementation of the CSR projects or programs or activities undertaken by the Company.
  • Recommend the amount of expenditure on CSR Activities
  • Monitor the CSR Policy from time to time and recommend changes to the Board.

Functions of the Board of Directors

The Board of Directors of the Company will be responsible for:

  • Approval of the CSR Policy of the Company
  • Disclosure the content of the Policy in the Directors’ report and to upload the CSR Policy in the Company’s website in accordance with the Companies Act, 2013
  • Ensuring that the Company undertakes the CSR Activities as per the Policy and the Act
  • Ensuring that the Company spends in every financial year, atleast 2% of the average net profits of the Company made during the three immediately preceding financial years in pursuance pf the Policy.
  • Ensuring that the Company gives preference to the local areas around its operations for spending the amount earmarked for CSR projects
  • Ensuring that it specifies the reasons in its report for not spending the allocated amount in case the Company fails to spend such amount

Monitoring of the CSR Policy

The Company will institute a well-defined monitoring and evaluation mechanism to ensure that each CSR programme has:

  • Clear objectives developed out of the societal needs that are determined through baselines studies and research
  • Clear targets, time lines and measureable parameters wherever possible
  • A progress monitoring and reporting framework that is aligned with the requirements of the section 135 of the Act and the CSR Rules

    The CSR progress monitoring authorities and the frequency of review is given below. Programme monitoring mechanism will ensure:

    • The CSR policy is implemented as per the Act and the CSR Rules.
    • The CSR policy is implemented ensuring that all projects/programmes as budgeted are duly carried out.

    Monitoring documentation and amendments of the CSR Policy, annual CSR activities, reports on execution by CSR Partners and expenditures will be undertaken on a regular basis and reported to the Board of Directors .