NSDL Payments Bank is committed to the highest standards of ethics & integrity. The Bank encourages an open culture in all its dealings between staff, managers, customers and all people with whom it comes into contact. The Board of Directors (Board) and the Senior Management of the Bank are committed to maintenance of higher standards of honesty and integrity, and to promoting and maintaining a corporate culture that adheres to these values. In this context the bank envisages a channel to its employees for informing fearlessly any event which goes against the Banks values and ethical standards to a designated authority in the Bank. This Whistle Blower Policy has been preparaed by the Bank to this end.
Purpose and Objectives
2.1. Pursuant to section 177(9) of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 every company accepting deposits from the public shall establish a vigil mechanism for directors and employees to report genuine concerns in prescribed manner. This Policy is intended to help directors and employees of the Bank who have major concerns over any wrongdoing within the Bank to report unlawful conduct, misconduct, malpractices, violation of any legal or regulatory provisions, financial mismanagement, accounting irregularities, etc. broadly following activities shall be covered for reporting :
- Criminal offence (e.g. fraud, corruption or theft) committed/ likely to be committed.
- Failure to comply with legal / regulatory obligations.
- KYC / AML related issues.
- Breach of client promise by the Bank Officials or vendor staff.
- Miscarriage of justice occurred / likely to occur.
- Bank funds used in an unauthorized manner.
- Actions which endanger the health or safety of employees or the public.
- Any other form of improper action or conduct.
- Information relating to any of the above deliberately concealed or attempts being made to conceal the same.
- Report fraudulent activity in an account.
The policy is primarily for concerns where the interests of external agencies, customers, or other entities dealing with the Bank, other employees or of the organisation itself are at risk. Where an employee is aggrieved about her/ his personal position, s/he can inform the vigiliance officer along with all the supporting evidences for further investigation process.
Vendor staff with complaints against specific Bank officials can approach escalation levels as per releveant agreements. Escalation authorities of the Bank would have the option of using whistleblower channel in such cases.
3.1 Definitions :
“Whistle Blower” means a Director, an employee of the Bank and includes a Vendor/contractor/supplier who are dealing with the Bank, making a Protected Disclosure under this Policy.
“Audit Committee” means the Audit Committee constituted by the Board of Directors of the Bank in accordance with the provisions of Reserve Bank of India’s guidelines and Companies Act, 2013.
“Bank/NSDLPB” means NSDL Payments Bank Limited.
“Employee” means every employee of the Bank.
“Third party” means all contractors, vendors and other related intermediary (engaged to conduct business on behalf of the Bank)
“Protected Disclosure” means a concern raised by a written communication made in good faith that discloses or demonstrates information that may evidence unethical or improper activity with respect to the Bank (as described more particularly in Clause 5). Protected Disclosures should be factual and not speculative or in the nature of a conclusion, and should contain as much specific information as possible to allow for a proper assessment on the nature and extent of the concern and the urgency of an investigation.
“Disciplinary Action” means any action that can be taken on the completion of / during the investigation, including but not limited to, a warning, recovery of financial losses incurred by the Bank, suspension from official duties or any such action as deemed fit, considering the gravity of the matter.
“Misconduct” means a wrongful, improper, or unlawful conduct motivated by premeditated or intentional purpose or by obstinate indifference to the consequences of one's acts.
“Malpractice” refers to negligence, Breach of contract, Abuse of authority, Manipulation of company data/records, Any unlawful act whether Criminal/ Civil, Deliberate violation of law/regulation, Wastage/misappropriation of company funds/assets, Breach of Company Policy or failure to implement or comply with any approved Company Policy.
“Criminal Offence” means an action which is considered wrong and can be punishable by law.
“Miscarriage of justice” means Failure of justice in returning a fair verdict based on the evidence presented.
“Good Faith” Effort made, information given, or transaction done, honestly and without a deliberate intention to defraud the other party.
3.2 Whistle Blower’s Role :
The Whistle Blower's role is that of a reporting party with reliable information. Whistle Blowers should not act on their own in conducting any investigative activities / participate in any investigation nor do they have a right to determine corrective / remedial action, other than as requested by the Designated Authority or the Audit Committee of the Board.
Disclosures made under this Policy will be appropriately dealt with by the Bank, and these will be reported to the Audit Committee of the Board that will be the monitoring and appellate authority for the purpose of this Policy.
If any of the members of the Audit Committee of the Board shall 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.
Whistle Blower employees reporting fraudulent activity have to give reasons in support of their views.
3.3.1 Whistle Blower’s Protection
If one raises a concern under this Policy, s/he will not be at risk of suffering any form of victimisation, reprisal or retaliation. Retaliation includes discrimination, reprisal, harassment or vengeance in any manner. A Bank‟s employee will not be at the risk of losing her/ his job or suffer loss in any other manner like transfer, demotion, refusal of promotion, or 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, as a result of reporting under this Policy. The protection is available provided that:
- i. The communication/ disclosure is made in good faith;
- ii. S/he reasonably believes that information, and any allegations contained in it, are substantially true; and
- iii. S/he is not acting for personal gain.
As a matter of general deterrence, the Bank shall publicly inform Bank employees of the penalty imposed and discipline of any person for misconduct arising from retaliation.
No action will be taken against anyone who makes an allegation in good faith with evidence of strong grounds of suspicious, even if the allegation is not subsequently confirmed by the investigation.
Help will be provided to an informant in order to minimize any difficulties, which s/he may experience. This may include advice on giving evidence if needed. Meetings may, if necessary be arranged off-site with her/ him, and with s/he being represented, if s/he so wishes.
Whistle blower employees reporting fraudulent activity in an account shall get all protection under the Whistle Blower Policy so that fear of victimization does not act as a deterrent.
3.4 Procedure for Reporting
The Vigilance Officer (Internal auditor) of the Bank is the Designated Authority to receive all reports / complaints made under this Policy. A communication reporting of any such event / information of concern may be addressed to the Vigilance Officer, whose contact particulars are as follows:
NSDL Payments Bank,
4th Floor, A wing, Trade World,
Kamala Mills compound,
Senapati Bapat Marg, Lower Parel,
Email ID : Vigilance@nsdlbank.co.in
- Vigilance Officer,
In all case of reporting, anonymity of the whistleblower shall be maintained.
One should furnish a brief Note covering the pertinent details about the matter that one wishes to report. This Note, may, cover the following illustrative aspects for sake of clarity:
- What wrongdoing is being reported?
- When it occurred?
- Specific location where the wrongdoing occurred
- How the individual or firm committed the alleged wrongdoing?
- Why the informant believes the activity to be improper?
- What documentation exists to corroborate the allegations?
- Other witnesses (if any) to the alleged wrongdoing.
The Whistleblower can remain anonymous, at his/her discretion.
Copies of documents that may help in establishing the veracity of the Report may preferably be attached to the Note.
If one has any personal interest in the matter, it must be disclosed at the outset in the forwarding letter / email message.
The aforesaid note could also contain some contact details (within the discretion of anonymity) which could help the Designated Officer in further investigations. However the same would remain at the discretion of the Whistleblower.
Disclosure and Review
The details of establishment of this Policy shall be disclosed by the Bank on its website, if any, and in the Board’s report.
Policy will be reviewed on annual basis and will be put up to the Board.