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.
The Policy is approved by the Board vide its resolution dated 18th March, 2021 and shall be effective from 18th March, 2021.
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:
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.
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.
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.
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.
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.
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.
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.
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:
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.
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.
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.
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.
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 |
The functions of the CSR Committee shall inter-alia include the following:
The Board of Directors of the Company will be responsible for:
The Company will institute a well-defined monitoring and evaluation mechanism to ensure that each CSR programme has:
The CSR progress monitoring authorities and the frequency of review is given below. Programme monitoring mechanism will ensure:
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 .
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