Whistleblower Investigation Support

Whistleblower investigation support is structured around the vigil mechanism mandated by Section 177(9)-(10) of the Companies Act, 2013, and, for listed entities, Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Section 177(9) requires every listed company, every company that accepts deposits from the public, and every company that has borrowed money from banks and public financial institutions in excess of ₹50 crore (per Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014) to establish a vigil mechanism for directors and employees to report genuine concerns, including instances of unethical behaviour, actual or suspected fraud, or violation of the company's code of conduct. Section 177(10) requires that mechanism to provide adequate safeguards against victimisation of anyone who uses it, and to give the complainant direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. Where a company is required to constitute an Audit Committee, the vigil mechanism is operated through that committee; other companies must have the Board nominate a director to perform this role. Details of the mechanism must be disclosed on the company's website (where one exists) and in the Board's Report.

For listed entities, Regulation 22 of SEBI LODR imposes a parallel, largely overlapping obligation to formulate a vigil mechanism/whistle blower policy with the same core protections — victimisation safeguards and direct escalation access to the Audit Committee chairperson — and is reinforced by Regulation 4(2)(d)(iv), which requires an effective mechanism enabling stakeholders, including employees and their representative bodies, to communicate concerns about illegal or unethical practices freely.

Our whistleblower investigation support is designed to help companies falling within these mandatory thresholds run complaint intake, investigation, and reporting in a manner consistent with the safeguards these provisions require, and to document the process defensibly for the Board's Report and any regulatory scrutiny.

Whistleblower investigation services cover the confidential examination of the complaints of the fraud, the misconduct and the wrongdoing within an organisation — the intake and the assessment of the complaint, the investigation plan and the evidence gathering, the interviews and the document review, the findings and the report, and the recommendations to the board and the audit committee. The investigation is conducted under the company's vigil mechanism and the applicable law, and its quality decides the organisation's response to the wrongdoing.

The whistleblower complaint is the organisation's early warning of the misconduct, and the investigation is the disciplined examination that converts it into the findings — the evidence collected and preserved, the interviews conducted, the transactions traced, and the report that states what happened and what should be done. The investigation runs under the vigil mechanism and the audit committee's oversight, and its findings drive the corrective and the disciplinary actions.

The cost of a mishandled investigation is the unresolved wrongdoing: the fraud that continued because the complaint was dismissed, the evidence lost and the action impossible, the whistleblower unprotected, and the board's and the regulators' questions unanswered.

This service is for organisations investigating whistleblower complaints. We manage the investigation end to end — the intake and the assessment, the plan and the evidence, the interviews and the documents, the findings and the report, and the recommendations — with the confidentiality and the documentation the process requires, so the organisation's response to the complaint is disciplined and its wrongdoing is addressed.