Audit Committee resolution format for reviewing the vigil mechanism under Section 177(9) and (10) and Rule 7, with complaints, safeguards and policy changes.
“RESOLVED THAT pursuant to Section 177(9) and (10) and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Audit Committee, having reviewed the report of the [Vigilance Officer / Ombudsperson] on the functioning of the vigil mechanism of the Company for the period from [●] to [●], covering the concerns received, investigated, closed and pending and the action taken on them, hereby takes the same on record.
RESOLVED FURTHER THAT the Committee records that the vigil mechanism provides adequate safeguards against victimisation of persons who use it and that no person has been denied direct access to the Chairperson of the Committee, and the Committee hereby recommends to the Board the amendments to the Vigil Mechanism / Whistle-blower Policy set out in the draft placed before the Committee.
RESOLVED FURTHER THAT the [Vigilance Officer / Ombudsperson] be and is hereby directed to complete the pending investigations within [●] days and report their outcome to the Committee, and the Company Secretary of the Company be and is hereby authorised to place the recommendation before the Board and to do all such acts, deeds and things as may be necessary for giving effect to this resolution.”