11 July 2024
The requirement for a Vigil Mechanism or Whistleblower Policy under the Companies Act, 2013 is triggered when a company's borrowing, turnover, or net worth crosses certain thresholds. Specifically, for the purpose of the Vigil Mechanism, the threshold is when the borrowing of the company exceeds Rs. 50 crore at any time during the financial year.
Here’s the detailed explanation:
1. **Threshold for Vigil Mechanism:** - According to Section 177 of the Companies Act, 2013 and Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, a Vigil Mechanism is mandatory for certain companies. - The requirement is triggered when the company's borrowing exceeds Rs. 50 crore at any time during the financial year.
2. **Date of Applicability:** - The requirement for implementing a Vigil Mechanism becomes applicable as soon as the borrowing of the company crosses the Rs. 50 crore threshold. - It is not linked to the financial year-end (March 31). Instead, it applies from the date when the borrowing amount exceeds Rs. 50 crore.
3. **Implementation Timeline:** - Once the borrowing threshold is crossed, the company is required to establish a Vigil Mechanism as per the provisions of the Companies Act and Rules. - The company must ensure that the Vigil Mechanism is implemented effectively to provide a platform for stakeholders to raise concerns about unethical behavior, fraud, or any other misconduct within the organization.
Therefore, the Vigil Mechanism requirement under Section 177 of the Companies Act, 2013 becomes applicable immediately upon the company's borrowing exceeding Rs. 50 crore, irrespective of the financial year-end date. It is crucial for companies to monitor their borrowing levels and comply promptly once they exceed the specified threshold.
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