|
CODE OF
CONDUCT & ETHICS FOR BOARD MEMBERS & PRINCIPAL
EXECUTIVES
INTRODUCTION
The code of Ethics for
Principal Executive and Board members helps to maintain the standards of
business conduct for the company and ensure compliance with legal requirements.
This code of conduct is in alignment with Company’s vision and values to
achieve the mission & objectives and aims at enhancing ethical and
transparent process in managing the affairs of the company.
This code is applicable
to following persons :- (Referred to as officers)
§
Our principal
executive officer, all professionals serving in the roles of finance, tax,
accounting, purchase, treasury, internal audit and investor relations.
Further, this includes all committee members, all members of the senior
management i.e. departmental heads; the members of audit Committee
§
Board of Directors of
the company.
(Officers should sign the
acknowledgement form enclosed at the end of this code and return it to the
Company Secretary indicating that they have received, read and understood and
agree to comply with the code)
HONEST AND ETHICAL CONDUCT
We expect all the officers to act
in accordance with the highest standards of personal and professional
integrity, honesty and ethical conduct, while working on the company’s
premises, at offsite locations where the Company’s business is being
conducted, at Company sponsored business and social events, or at any other
place where officers are representing the company.
We expect honest and ethical
conduct that is free from fraud or deception and conforming to the accepted
professional standards of conduct. Ethical conduct includes the ethical
handling of actual or apparent conflicts of interest between personal and
professional relationships.
CONFLICTS OF INTEREST
Officers must avoid any conflicts
or appearance of any conflicts of interest between them and the company.
Conflicts of Interest can, but are not limited to, occur when:
§
Officer’s personal
interest is adverse to-or may appear to be adverse to the interest of the
company as a whole
§
An Officer or a person
closely related to director and officer receives improper personal benefits
as results of his or her position as an officer of the company.
An officer must keep himself or
herself away from any decision of Boards involving another firm or company
with which officer is affiliated.
Other examples of conflicts that
officers must also avoid, may include:
a. Relationship of company with third
parties: Officers
should not receive any personal benefit from a person or firm which is
seeking to do business or to retain business with the company, unless such a
relationship is fully disclosed by the interested director and approved by
the vote of the directors disinterested in the transaction.
b. Gifts: Officers should not offer, give or
receive gifts to/from any person or entities that deal with the company, in
those cases where any such gift is being made in order to influence an
Officer’s actions for the company, or where acceptance of the gifts could
create any appearance of a conflict of interest.
c. Personal use of Company assets: Officers should not use company
assets, staff or information for personal use unless approved by the
disinterested directors, or part of a compensation or expenses reimbursement
program available to all Officers.
CORPORATE OPPORTUNITIES
Officers owe a duty to the company
to accomplish its legitimate goals whenever the opportunity arises.
Officers also must not:
a. Take for themselves or their own
companies or other companies with which they have a fiduciary relationship
any opportunities that are discovered through the use of company property,
Company information or position as an officer unless such opportunities are
fully disclosed by the interested officers and approved by the vote of the
disinterested officers.
b. Use the Company’s property or
information or the officer’s position in the Company for personal gain: or
c. Compete with the company for
business opportunities. However, if the Company’s disinterested officers
determine in advance that the company will not pursue an opportunity that
relates to the company’s business, the officer may then do so.
CONFIDENTIALITY
Officers also must maintain the
confidentiality of information entrusted to them by the Company and any other
non-public information relating to the company and it’s
client that comes to them, from whatever source, in their capacity as an
officer, except when disclosure is authorized or legally mandated.
COMPLIANCE WITH LAWS, RULES AND REGULATIONS
Officers also must comply with all
Central, State and Local laws, rules and regulations relating to business of
the company.
FAIR DEALING
Officers also must deal fairly with
the company’s customers, suppliers, competitors and employees.
ENCOURAGING THE REPORTING OF ANY ILLEGAL OR
UNETHICAL BEHAVIOUR
Officers should also promote
ethical behaviour and take steps to ensure that the
company:
a. Encourages employees to report
violations of laws, rules, regulations or the Company’s code of Ethics and
Business Conduct to appropriate personnel.
b. Informs employees that the Company
will not allow retaliation for reports made in good faith.
PROTECTION AND PROPER USE OF
COMPANY’S ASSETS
All Officers must protect the
Company’s assets and ensure their efficient use. All Company assets should be
used only for legitimate business purposes.
ENFORCEMENT
The officers will review and
investigate any allegation related to breach of company’s policy by any
officer, with or without the participation of any officer who may be the
subject of such report. Any Officer who is subject to such an allegation must
respond to such allegation to the Board. If the Board determines that any
such act represents a violation under the company’s code of Ethics, then
appropriate action as determined by the majority of the disinterested
officers will be taken.
WAIVERS
Any waiver from of Company’s code
of ethics and Conduct may be made only by the Board of Directors and must be
disclosed to the Company’s Shareholders.
AMENDMENT OF THE CODE
The provisions of the code can be amended/modified by the board of directors of the company
from time to time and all such amendments/modifications shall take effect
from the date stated therein.
PLACEMENT OF CODE ON WEB SITE
Pursuant to clause 49 of the
Listing Agreement, this code and any amendment thereto shall be hosted on the
website of the Company.
ANNUAL COMPLINACE REPORTING
a. In term of Clause 49 of the Listing
Agreement, all Board Members shall affirm compliance of this code within 30
days of close of each financial year. A draft of such affirmation is enclosed
at the end of this code.
b. The Annual report of the company
shall contain a declaration to this effect signed by the Chairman. The Annual
Compliance Report shall be forwarded to the Company Secretary. If any
Director/Senior management Personnel leaves the company any time during the
financial year, he shall send a communication to Company Secretary affirming
compliance of the Code till the date of his association with the company.
CONSEQUENCES OF NON-COMPLIANCE OF
THIS CODE
In case of breach of this code, the
same shall be considered by the Board of Directors for initiating appropriate
action, as deemed necessary.
ANNEXURE-I
ACKNOWLEDGEMENT OF RECEIPT OF CODE
OF CONDUCT & ETHICS
I have
received and READ the Company’s code of conduct and ethics for Principal
executives and Board of directors. I understand the standards and policies
contained in the code and I agree to comply with the Company’s code of
conduct and ethics
……………………………………………….
SIGNATURE
……………………………………………….
NAME
……………………………………………….
DESIGNATION
DATE:
PLACE:
ANNEXURE-II
CERTIFICATE
I……………………………………………. do hereby
solemnly affirm that to the best of my knowledge and belief, I have fully
complied with the provisions of the code of conduct & ethics of the
company during the financial year ending 31st March 200_
I______________________________
further inform that I am holding ____________________ equity shares of Rs. 10/- each (____% of the paid up capital) in the
company in my name. I will keep the company informed whenever there is change
in my holding.
I further give that I am not
disqualified to be appointed as director of the company in terms of Section
274(1) including section 274(1) (g) of the Companies Act, 1956.
I hereby further give notice
pursuant to section 299 of the Companies Act, 1956 that I am interested
directly/ through my relative(s) in the following companies:
Name of the companies Nature of Interest
Signature ……………………………………………….
Name ……………………………………………….
Designation ……………………………………………….
Date ……………………………………………….
Place ……………………………………………….
|
