B N Rathi Securities Ltd.

B N Rathi Securities Ltd. Money management....At its Best.
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Investor Relation

vigil mechanism

VIGIL MECHANISM / WHISTLE BLOWER POLICY

PREAMBLE

Section 177 of the Companies Act, 2013 requires every listed company and such class or classes of companies, as may be prescribed to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed. Such a vigil mechanism shall provide for adequate safeguards against victimization of persons who use such mechanism and also make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

B.N. Rathi Securities Limited (“BNRSL”), being a Listed Company proposes to establish a Whistle Blower Policy/ Vigil Mechanism and to formulate a policy for the same.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. A Vigil (Whistle Blower) mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Chairman/ CEO/ Chairman of the Audit Committee in exceptional cases.

This neither releases employees from their duty of confidentiality in the course of their work nor can it be used as a route for raising malicious or unfounded allegations against people in authority and / or colleagues in general.

This Policy covers malpractices and events which have taken place / suspected to have taken place, misuse or abuse of authority, fraud or suspected fraud, violation of company rules, manipulations, negligence causing danger to public health and safety, misappropriation of monies, and other matters or activity on account of which the interest of the Company is affected and formally reported by whistle blowers concerning its employees.

Alleged wrongful conduct shall mean violation of law, Infringement of Company’s rules, misappropriation of monies, actual or suspected fraud, substantial and specific danger to public health and safety or abuse of authority”.

Audit Committee means a Committee constituted by the Board of Directors of the Company in accordance with Companies Act, 2013.

Board means the Board of Directors of the Company.

Company means B.N. Rathi Securities Limited and all its offices.

Code means Code of Conduct for Directors and Senior Management Executives adopted by B.N. Rathi Securities Limited.

Employee means all the present employees and whole time Directors of the Company (Whether working in India or abroad).

Protected Disclosure means a concern raised by an employee or group of employees 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.

Subject means a person or group of persons against or in relation to whom a Protected Disclosure is made or evidence gathered during the course of an investigation.

Vigilance and Ethics Officer means an officer appointed to receive protected disclosures from whistle blowers, maintaining records thereof, placing the same before the Audit Committee for its disposal and informing the Whistle Blower the result thereof.

Whistle Blower is an employee or group of employees who make a Protected Disclosure under this Policy and also referred in this policy as complainant.

All Employees of the Company are eligible to make Protected Disclosures under the Policy in relation to matters concerning the Company.

All Protected Disclosures should be reported in writing by the complainant as soon as possible after the Whistle Blower becomes aware of the same so as to ensure a clear understanding of the issues raised and should either be typed or written in a legible handwriting in English.

The Protected Disclosure should be submitted in a closed and secured envelope and should be super scribed as “Protected disclosure under the Whistle Blower policy”. Alternatively, the same can also be sent through email with the subject “Protected disclosure under the Whistle Blower policy”. If the complaint is not super scribed and closed as mentioned above, it will not be possible for the Audit Committee to protect the complainant and the protected disclosure will be dealt with as if a normal disclosure. In order to protect identity of the complainant, the Vigilance and Ethics Officer will not issue any acknowledgement to the complainants and they are advised neither to write their name / address on the envelope nor enter into any further correspondence with the Vigilance and Ethics Officer. The Vigilance and Ethics Officer shall assure that in case any further clarification is required he will get in touch with the complainant.

Anonymous / Pseudonymous disclosure shall not be entertained by the Vigilance and Ethics Officer.

The Protected Disclosure should be forwarded under a covering letter signed by the complainant. The Vigilance and Ethics Officer / Chairman of the Audit Committee/ MD/ Chairman as the case may be, shall detach the covering letter bearing the identity of the Whistle Blower and process only the Protected Disclosure.

All Protected Disclosures should be addressed to the Vigilance and Ethics Officer of the Company or to the Chairman of the Audit Committee/ MD/ Chairman in exceptional cases. The contact details of the Vigilance and Ethics Officer is as under:-

Shri Chetan Rathi Whole Time Director & CFO B.N. Rathi Securities Ltd. 6-3-652, “Kautilya”, 4th Floor, Amrutha Estates, Somajiguda, Hyderabad – 500 082

Email:chetan@bnrsecurities.com

Protected Disclosure against the Vigilance and Ethics Officer should be addressed to the Chairman of the Company and the Protected Disclosure against the Chairman/ MD of the Company should be addressed to the Chairman of the Audit Committee. The contact details of the Chairman, MD and the Chairman of the Audit Committee are as under:

Shri Chetan Rathi Whole Time Director & CFO B.N. Rathi Securities Ltd. 6-3-652, “Kautilya”, 4th Floor, Amrutha Estates, Somajiguda, Hyderabad – 500 082

Email:chetan@bnrsecurities.com

On receipt of the protected disclosure, the Vigilance and Ethics Officer / Chairman/ MD / Chairman of the Audit Committee, as the case may be, shall make a record of the Protected Disclosure and also ascertain from the complainant whether he was the person who made the protected disclosure or not. He shall also carry out initial investigation either himself or by involving any other Officer of the Company or an outside agency before referring the matter to the Audit Committee of the Company for further appropriate investigation and needful action.

The record will include:

  • Brief facts
  • Whether the same Protected Disclosure was raised previously by anyone, and if so, the outcome thereof;
  • Whether the same Protected Disclosure was raised previously on the same subject
  • Details of actions taken by Vigilance and Ethics Officer / Chairman/ CEO for processing the complaint
  • Findings of the Audit Committee
  • The recommendations of the Audit Committee/ other action(s).

The Audit Committee, if deems fit, may call for further information or particulars from the complainant.

All protected disclosures under this policy will be recorded and thoroughly investigated. The Audit Committee may investigate and may at its discretion consider involving any other Officer of the Company and/ or an outside agency for the purpose of investigation.

The decision to conduct an investigation is by itself not an accusation and is to be treated as a neutral fact finding process.

Subject(s) will normally be informed in writing of the allegations at the outset of a formal investigation and have opportunities for providing their inputs during the investigation.

Subject(s) shall have a duty to co-operate with the Audit Committee or any of the Officers appointed by it in this regard.

Subject(s) have a right to consult with a person or persons of their choice, other than the Vigilance and Ethics Officer / Investigators and/or members of the Audit Committee and/or the Whistle Blower.

Subject(s) have a responsibility not to interfere with the investigation. Evidence shall not be withheld, destroyed or tampered with and witness shall not be influenced, coached, threatened or intimidated by the subject(s).

Unless there are compelling reasons not to do so, subject(s) will be given the opportunity to respond to material findings contained in the investigation report. No allegation of wrong doing against a subject(s) shall be considered as maintainable unless there is good evidence in support of the allegation.

Subject(s) have a right to be informed of the outcome of the investigations. If allegations are not sustained, the Subject should be consulted as to whether public disclosure of the investigation results would be in the best interest of the Subject and the Company.

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.

If an investigation leads the Vigilance and Ethics Officer / Chairman of the Audit Committee to conclude that an improper or unethical act has been committed, the Vigilance and Ethics Officer / Chairman of the Audit Committee shall recommend to the management of the Company to take such disciplinary or corrective action as he may deem fit. It is clarified that 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.

The Vigilance and Ethics Officer shall submit a report to the Chairman of the Audit Committee on a regular basis about all Protected Disclosures referred to him/her since the last report together with the results of investigations, if any.

In case the Subject is the Chairman/MD of the Company, the Chairman of the Audit Committee after examining the Protected Disclosure shall forward the protected disclosure to other members of the Audit Committee if deemed fit. The Audit Committee shall appropriately and expeditiously investigate the Protected Disclosure.

If the report of investigation is not to the satisfaction of the complainant, the complainant has the right to report the event to the appropriate legal or investigating agency.

A complainant who makes false allegations of unethical & improper practices or about alleged wrongful conduct of the subject to the Vigilance and Ethics 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 and Ethics 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.
  • Not keep the papers unattended anywhere at any time
  • Keep the electronic mails / files under password.

No unfair treatment will be meted out to a Whistle Blower by virtue of his/ her having reported a Protected Disclosure under this policy. The company, as a policy, condemns any kind of discrimination, harassment, victimization or any other unfair employment practice being adopted against Whistle Blowers. Complete protection will, therefore, be given to Whistle Blowers against 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. The company will take steps to minimize difficulties, which the Whistle Blower may experience as a result of making the Protected Disclosure. Thus if the Whistle Blower is required to give evidence in criminal or disciplinary proceedings, the Company will arrange for the Whistle Blower to receive advice about the procedure, etc.

A Whistle Blower may report any violation of the above clause to the Chairman of the Audit Committee, who shall investigate into the same and recommend suitable action to the management.

The identity of the Whistle Blower shall be kept confidential to the extent possible and permitted under law. The identity of the complainant will not be revealed unless he himself has made either his details public or disclosed his identity to any other office or authority. In the event of the identity of the complainant being disclosed, the Audit Committee is authorized to initiate appropriate action as per extant regulations against the person or agency making such disclosure. The identity of the Whistle Blower, if known, shall remain confidential to those persons directly involved in applying this policy, unless the issue requires investigation by law enforcement agencies, in which case members of the organization are subject to subpoena.

Any other Employee assisting in the said investigation shall also be protected to the same extent as the Whistle Blower.

Provided however that the complainant before making a complaint has reasonable belief that an issue exists and he has acted in good faith. Any complaint not made in good faith as assessed as such by the Audit Committee shall be viewed seriously and the complainant shall be subject to disciplinary action as per the Rules / certified standing orders of the Company. This policy does not protect an employee from an adverse action taken independent of his disclosure of unethical and improper practice etc. unrelated to a disclosure made pursuant to this policy.

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.

A whistle Blower policy cannot be effective unless it is properly communicated to employees. Employees shall be informed through by publishing in 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 7 (seven) years or such other period as specified by any other law in force, whichever is more.

The Managing Director shall be responsible for the administration, interpretation, application and review of this policy. The Managing Director also shall be empowered to bring about necessary changes to this Policy, if required at any stage with the concurrence of the Audit Committee.

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 Employees and Directors unless the same is notified to them in writing.

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SEBI Reg Nos : NSE/BSE INZ000160834 ,CDSL IN-DP-CDSL-414-2007    Investor Protection and Arbitration Exchange Circulars and Rules - NSE BSE

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Inactive Clients' Policy

Inactive Client account: Client account will be considered as inactive if the client does not trade for period of one year. Calculation will be done at the beginning of every month and those clients who have not traded even a single time will be considered as inactive, the shares/credit ledger balance if any will be transferred to the client within one week of the identifying the client as inactive. The client has to make written request for reactivation of their account

Disclaimer

B. N. Rathi Securities Limited (hereinafter referred to as the "Website" www.bnrsecurities.com) and owns, has the license to use or otherwise has the right to use, free of any pending or threatened liens, all content, graphics, HTML and asp or other scripts displayed and used on the Website. The Use Of The Website By The Customer Shall Mean That He/She Agrees With The Following Terms Of Use.

  • )B. N. Rathi Securities Limited has launched and established an online trading service on the Website (hereinafter referred to as the "Service"). B. N. Rathi Securities Limited has exclusive and sole discretion to select the Customers who would be entitled to use, access and benefit out of the Service. B. N. Rathi Securities Limited also reserves the absolute right and discretion to decide on the criteria for selecting the Customers to participate in the Service offered hereunder.
  • )The offering of the Service is subject to the requisite permissions, approvals, licenses and any other clearance from the appropriate regulatory authority viz., Securities and Exchange Board of India, National Stock Exchange of India Limited, The Bombay Stock Exchange Ltd, Mumbai and any other relevant authority that may be the regulatory authority of the Service.
  • )The Service offered by B. N. Rathi Securities Limited envisages a Customer opening a Trading account.
  • )This Service on the Website does not constitute an offer to sell or a solicitation to any person in any jurisdiction where it is unlawful to make such an offer or solicitation. This Service is not intended to be any form of an investment advertisement, investment advice or investment information and has not been registered under any securities law of any foreign jurisdiction and is only for the information of any person in any jurisdiction where it may be lawful to provide such information, otherwise the same shall not be considered an information. The distribution of this Service or content in other jurisdictions may be restricted by law and the persons who access the Service should inform themselves about, and observe any such restrictions. By accessing and surfing this Website, the Customer agrees to be bound by the foregoing limitations.
  • )No information, market analysis, research report, etc. on the Website is to be construed as a representation with respect to shares, securities or other investment regarding the legality of an investment therein under the respective applicable investment or similar laws or regulations of any person or entity accessing the Website.
  • )This Service is provided on an "As Is" basis. B. N. Rathi Securities Limited and its Affiliates disclaim any warranty of any kind, imputed by the laws of any jurisdiction, whether express or implied, as to any matter whatsoever relating to the Service, including without limitation the implied warranties of merchantability, fitness for a particular purpose, and non infringement. B. N. Rathi Securities Limited and the Service and the Offer are subject to the jurisdiction only of the courts at Hyderabad.
  • )Use of the Service by any persons, is at Customer's own risk. The data and information provided on the Website is not advice, professional or otherwise, and should not be relied upon as such. Neither the information, nor any opinion contained in this Website constitutes a solicitation or offer by B. N. Rathi Securities Limited to buy or sell any securities, futures, options or other financial instruments or provide any investment advice or service. B. N. Rathi Securities Limited or their employees have or may have an outstanding buy or sell position or holding in the securities, options on securities or other related investments of issuers and companies mentioned herein. The investments discussed or recommended in the market analysis, research reports, etc. may not be suitable for all investors. Investors must make their own investment decisions based on their specific investment objectives and financial position and using such independent advisors as they believe necessary. Information herein is believed to be reliable but B. N. Rathi Securities Limited does not warrant its completeness or accuracy. The content of the articles and the interpretation of data are solely the personal views of the contributors and do not in any way reflect the views of B. N. Rathi Securities Limited. Users are advised to peruse the articles and other data in the Website only as information and to rely on their own judgment when making investment decisions.
  • )Neither B. N. Rathi Securities Limited nor its Affiliates shall be precluded from making any contract or entering into any arrangement or transaction with the companies mentioned herein or with itself in the ordinary course of business or from undertaking any banking, financial or agency services for the companies or for itself or from underwriting or guaranteeing the subscription of or placing or subscribing for or otherwise acquiring, holding or dealing with any of the stocks or shares or debentures or debenture stocks or any other securities whatsoever of the companies or in which the companies may be interested, either with or without a commission, or other remuneration or otherwise, at any time entering into any contract of loan or deposit or any other contract or arrangement or transaction with the companies or being concerned or interested in any such contract or arrangement or transaction which any other company or person would be entitled to enter into with the companies and they shall not be in anyway liable to account either to the companies or any person visiting or accessing the Website including a Customer of the Service for any profits made by them thereby or in connection therewith a and the B. N. Rathi Securities Limited or its owner or Affiliate shall also be allowed to retain for their or his own benefit any customary share of brokerage, fee, commission, interest, discount or other compensation or remuneration allowed to them.
  • )B. N. Rathi Securities Limited along with its directors, employees, associates or other representatives and its Affiliates along with its directors, employees, associates or other representatives shall not be liable for damages or injury arising out of or in connection with the use of the Website or its non-use including non-availability, compensatory, direct, indirect or consequential damages, loss of data, income or profit, loss of or damage to property (including without limitation loss of profits, loss or corruption of data, loss of goodwill, work stoppage, computer failure or malfunction, or interruption of business; under any contract, negligence, strict liability or other theory arising out of or relating in any way to the Website, site-related services, or any products or services and claims of third parties damages or injury caused by any performance, failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communications line failure, theft or destruction or unauthorized access to, alteration of, or use of information, whether resulting, in whole or in part, from or relating to any of the services offered or displayed by B. N. Rathi Securities Limited on the Website.
  • )B. N. Rathi Securities Limited makes no guarantees or representations as to, and shall have no liability for, any electronic content delivered by any third party, including, without limitation, the accuracy, subject matter, quality or timeliness of any electronic content on the Website. B. N. Rathi Securities Limited shall not be responsible for the contents of any linked site or any link contained in a linked site, or any changes or updates to such sites. The links being provided to the Customer are only for convenience, and the inclusion of any link does not imply endorsement by B. N. Rathi Securities Limited of the site, or its content or the sponsoring organization. By providing access to other websites, B. N. Rathi Securities Limited is not recommending the purchase or sale of the securities issued by it nor is it an endorsement of services provided by its sponsoring organization.
  • )The maximum liability of B. N. Rathi Securities Limited and its Affiliates to the Customer shall be subject to the amount of fees paid by the Customer for the services that he/she may have availed of through the Website or in pursuance of the Offer or the Service.
  • )B. N. Rathi Securities Limited shall not be liable for any misrepresentation, falsification, and deception or for any lack of availability of services through the Website, even if the same are advertised for on the Website.
  • )No judgment or warranty or representation is made with respect to the accuracy, timeliness, or suitability of the content of other services or sites to which these screens link, and B. N. Rathi Securities Limited shall not be responsible therefore.
  • )B. N. Rathi Securities Limited shall not be liable if the Customer downloads any information or software from this Website. Further, B. N. Rathi Securities Limited or its Affiliates shall not be liable if the Customer makes a copy, modifies, uploads, downloads, transmits, (re) publishes it or removes or obscures any intellectual property, including trademarks, copyright or other notices or legends contained in any such information or otherwise distributes any service or content from this Website. B. N. Rathi Securities Limited shall not bear the responsibility if the Customer modifies or uses the content or services he/she gets from this Website for any purpose other than those permitted, and in doing so violates the intellectual property including trademarks, copyright and other proprietary rights of B. N. Rathi Securities Limited.
  • )The Website contains features of the services that are currently being offered by the B. N. Rathi Securities Limited and those intended to be offered in the future. B. N. Rathi Securities Limited along with its Affiliates intends to launch the services confirming with the features listed on the Website in to, however due to business need and regulatory requirement the final launch may contain variations. Notwithstanding anything contained in the Website regarding the services, B. N. Rathi Securities Limited may decide to postpone the offering of the services or may even decide to withdraw the offering or even a currently offered service altogether.
  • )This disclaimer shall be applicable to any person visiting/accessing the Website and/or a Customer entering into an agreement related to availing of the Service offered by B. N. Rathi Securities Limited and its Affiliates.
  • )The display, description or references to any products, services, publications or links on the Website shall not constitute an endorsement by B. N. Rathi Securities Limited of such products, services, publications or links.
  • )The Stock Exchange, Mumbai is not in any manner answerable, responsible or liable to any person or persons for any acts of omission or commission, errors, mistakes and/or violation, actual or perceived, by us or our partners, agents, associates etc., of any of the Rules, Regulations, Bye-laws of the Stock Exchange, Mumbai, SEBI Act or any other laws in force from time to time.
  • )The Stock Exchange, Mumbai is not answerable, responsible or liable for any information on this Website or for any services rendered by our employees, our servants, and us.
  • )If you do not agree to any of the terms mentioned in this agreement, you should exit the site.
privacy policy

B. N. Rathi Securities Limited is sensitive to privacy issues on the Internet. We believe it is important you know how we treat the information about you; we receive from you, on the Internet.

In general, you can visit B. N. Rathi Securities Limited on the World Wide Web without telling us who you are or revealing any information about yourself. Our Web servers collect the domain names, not the e-mail addresses, of visitors. This information is aggregated to measure the number of visits, average time spent on the site, pages viewed, etc. B. N. Rathi Securities Limited uses this information to measure the use of our site and to improve the content of our site. Your accessing our site signifies your unconditional consent to allow the collection of your domain names.

There are times, however, when we may need information from you, such as your name and address. When information is needed, we will try (but are not obligated) to let you know at the time of collection, how we will use the personal information. Usually, the personal information we collect is used only by us to respond to your inquiry, process an order or allow you to access specific account information. Occasionally, we may make the e-mail addresses, of those who provide information, available to other reputable organizations whose products or services we think you may find interesting. In these cases, you will be offered an opportunity to limit access to your information. In case we do not receive any response from you to limit the access of your information, it shall be deemed that you consent to such distribution of your information as mentioned above.

If you register with one of B. N. Rathi Securities Limited business units on-line, they may use this information to provide you with custom information about B. N. Rathi Securities Limited offering in support of your business needs. A technology called cookies may be used to provide you with tailored information. A cookie is a tiny element of data that a web site can send to your browser, which may then be stored on your hard drive so we can recognize you when you return. You may set your browser to notify you when you receive a cookie. Registering with any B. N. RATHI Securities Limited business unit online signifies your unconditional consent to receive such cookies.

At times we conduct on-line surveys to better understand the needs and profile of our visitors. When we conduct a survey, we will try (but are not obligated) to let you know how we will use the information at the time we collect information from you on the Internet.

You recognize and understand that there is no compulsion on you to provide us with your personal information and any and all personal information provided by you to us is with your full consent, own volition and desire to provide such personal information. You also understand that we are under no obligation to verify the source from which the personal information about you is provided to us, and they are deemed to be provided by you, unless you demonstrate to us within a period of fifteen days from the date of providing of such information to us, to our satisfaction, that the information was provided to us is without your free consent.

B. N. Rathi Securities Limited's Web site may contain links to other sites. While we try to link only to sites that share our high standards and respect for privacy, we are not responsible for the content or the privacy practices employed by other sites

TERMS & CONDITION

We invite you to fully experience, enjoy and participate in the many unique services and features offered on www.bnrsecurities.com However, the use of the website is offered to you on your acceptance of the Terms of Use, our Privacy Policy and other notices posted on this website. Your use of this website or of any content presented in any and all areas of the website indicates your acknowledgment and agreement to these Terms of Use, our Privacy Policy and other notices posted on this website.

www.bnrsecurities.com also reserve the right at its sole discretion, to modify, add or remove any terms or conditions of these Terms of Use without notice or liability to you. Any changes to these Terms of Use shall be effective immediately, following the posting of such changes on this website. Your continued use of

www.bnrsecurities.com means that you accept any new or modified terms and conditions that are maintained. We would thus encourage you to re-visit the 'Terms of Use' link at our site from time to time to stay abreast of any changes that are introduced.

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