(Pursuant to Section 177 of the Companies Act, 2013 and Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014)


D.No-8-2-293/82/A, Plot No.1214, Road No.60, Jubilee Hills, Hyderabad – 500033,

Ph: +91-40-23357761, 23606245, Fax: +91-40-23606246, Email Id:


  • Aparna Enterprises Limited believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior.
  • Section 177 of the Companies Act, 2013 and Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 provides for establishment of a mechanism called ‘Vigil Mechanism’ for Directors and Employees to report the genuine concerns or grievances such as instances of unethical behavior, actual or suspected, fraud or violation of the code of Directors and Employees.
  • The Act further requires every listed company and companies which accepts deposits from the public and the Companies which have borrowed money from banks and public financial institutions in excess of fifty crores rupees, to establish such Vigil Mechanism.
  • Accordingly, this Vigil Mechanism Policy (“the Policy”) has been formulated with a view to provide a mechanism for the Directors and Employees of the Company to report their genuine concerns or grievances in such manner as provided in the Policy and to approach the nominated Director in exceptional cases.


The Definitions of some of the key terms used in the Policy are given below:

a. “Act” means the Companies Act, 2013 including any amendments thereto or re-enactment thereof.

b. “Company” means Aparna Enterprises Limited and its entire offices Pan India.

c. “Code” means Code of Conduct for Director and senior management adopted by Aparna Enterprises Limited.

d. “Employee” means every employee of the Company (whether national or foreigner), including the Directors of the Company.

e. “Protected Disclosure” means any written communication made in good faith that

discloses or demonstrates information that may evidence unethical or improper activity. This includes any suspected violation of any law that applies to the Company and any suspected violation of the Code.

f. “Subject” means a person against or in relation to whom a Protected Disclosure has been made or evidence gathered during the course of an investigation.

g. “Vigilance Officer” means an officer appointed to receive protected disclosures from whistle blowers, maintaining records thereof, take appropriate steps for its disposal and informing the Whistle Blower the results thereof.

h. “Whistle Blower” includes a Director, Employee or group of employees making a Protected Disclosure under this Policy. (Hereinafter also referred as “Complainant”).


The Policy has been established with a mandate to cover professional misconduct and/or events which have taken place or are anticipated to take place which include but are not limited to the following:

i. Misuse or abuse of authority;

ii. Fraud or suspected fraud;

iii. Violation of the Company rules or laws and regulations;

iv. Negligence causing substantial danger to public health and safety;

v. Misappropriation and/or wastage of monies/company funds/assets;

vi. Manipulation of company data/records;

vii. Misuse/stealing of confidential information of the Company;

viii. Breach of code of conduct of the Company, if any; or

ix. Other matters or activity on account of which the interest of the Company is


It is pertinent to mention that Protected Disclosures concerning personal grievances, such as professional development issues or Employee Compensation, are not in the scope for purposes of this Policy.


All Employees of the Company are eligible to make Protected Disclosures under the Policy.

The Protected Disclosures may be in relation to matters concerning the Company.


All Protected Disclosures should be:

i) Preferably reported in writing by the Complainant and should either be typed or


ii) Reported as soon as possible, not later than 30 days after the Complainant becomes aware of the same;

iii) Submitted in a closed and secured envelope and should be super scribed as “Protected Disclosure under the Vigil Mechanism Policy”. The same may also be sent through email with the subject “Protected Disclosure under the Vigil Mechanism Policy”.

  • If the complaint is not super scribed and closed as mentioned above, it may not be possible for the Audit Committee to protect the Complainant and the protected disclosure will be dealt with as if a normal disclosure.
  • No acknowledgement shall be issued to the Complainant in order to protect the identity of the Complainant.
  • The Protected Disclosure should be forwarded under a covering letter signed by the Complainant. The Competent Authority shall detach the covering letter bearing the identity of the Complainant and process only the Protected Disclosure.
  • All Protected Disclosures should be addressed to the Vigilance Officer of the Company.

The contact details of the Chairman of Audit Committee & Vigilance Officer is as under:

Ms. S. Aparna Reddy


Plot No.1049, H No. 8-2-293/82/A

Road No.52, Jubilee Hills, Hyderabad – 500033



  • All Protected Disclosures under this policy will be recorded and thoroughly investigated. The Vigilance Officer will carry out an investigation either himself or by involving any other Officer of the Company/ Committee constituted for the same before referring the matter to the Audit Committee of the Company.
  • The Audit Committee, if deems fit, may call for further information or particulars from the complainant and at its discretion, consider involving any other/additional Officer of the Company and/or Committee for the purpose of investigation.
  • The investigation shall be completed normally within 90 days of the receipt of the protected disclosure and is extendable by such period as the Audit Committee deems fit.
  • Any member of the Audit Committee or other officer having any conflict of interest with the matter shall disclose his/her concern /interest forthwith and shall not deal with the matter.


  • If an investigation leads to a conclusion that an improper or unethical act has been committed, the Chairman of the Audit Committee shall recommend to the Board of Directors of the Company to take such disciplinary or corrective action as it may deem fit.
  • Any disciplinary or corrective action initiated against the Subject as a result of the findings of an investigation pursuant to this Policy shall adhere to the applicable personnel or staff conduct and disciplinary procedures.
  • A complainant who makes false allegations of unethical & improper practices or about alleged wrongful conduct of the Subject to the Vigilance Officer or the Audit Committee shall be subject to appropriate disciplinary action in accordance with the rules, procedures and policies of the Company.


The complainant, Vigilance Officer, Members of Audit Committee, the Subject and everybody involved in the process shall, maintain confidentiality of all matters under this Policy, discuss only to the extent or with those persons as required under this policy for completing the process of investigations and keep the papers in safe custody.


  • No unfair treatment will be meted out to a Whistle Blower by virtue of his/ her having reported a Protected Disclosure under this policy. Adequate safeguards against victimization of complainants shall be provided. The Company will take steps to minimize difficulties, which the Whistle Blower may experience as a result of making the Protected Disclosure.
  • The identity of the Whistle Blower shall be kept confidential to the extent possible and permitted under law. Any other employee assisting in the said investigation shall also be protected to the same extent as the Whistle Blower.


  • While it will be ensured that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment as herein set out, any abuse of this protection will warrant disciplinary action.
  • Protection under this Policy would not mean protection from disciplinary action arising out of false or bogus allegations made by a Whistle Blower knowing it to be false or bogus or with a mala fide intention.
  • Whistle Blowers, who make any Protected Disclosures, which have been subsequently found to be mala fide, frivolous or malicious, shall be liable to be prosecuted.


The Whistle Blower shall have right to access Chairman of the Audit Committee directly in exceptional cases and the Chairman of the Audit Committee is authorized to prescribe suitable directions in this regard.


Directors and Employees shall be informed of the Policy by publishing on the notice board and the website of the Company.


All Protected disclosures in writing or documented along with the results of Investigation relating thereto, shall be retained by the Company for a period of 5 (five) years or such other period as specified by any other law in force, whichever is more.


The 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 Directors and employees unless the same is not communicated in the manner described as above.