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General Standards of conduct
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The Company expects all Directors and members of the Core Management to exercise good judgement, to ensure the interests, safety and welfare of customers, employees, and other stakeholders and to maintain a cooperative, efficient, positive, harmonious and productive work environment and business organization. The Directors and members of the Core Management while discharging duties of their office must act honestly and with due diligence. They are expected to act with that amount of utmost care and prudence, which an ordinary person is expected to take in his / her own business. These standards need to be applied while working in the premises of the Company, at offsite locations where the business is being conducted whether in India or abroad, at Company-sponsored business and social events, or at any other place where they act as representatives of the Company.
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Conflict of Interest
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A "conflict of interest " occurs when personal interest of any member of the Board of Directors and of the Core Management interferes or appears to interfere in any way with the interests of the Company. Every member of The Board of Directors and Core Management has a responsibility to the Company, its stakeholders and to each other. Although this duty does not prevent them from engaging in personal transactions and investments, it does demand that they avoid situations where a conflict of interest might occur or appear to occur. They are expected to perform their duties in a way that they do not conflict with the Company\'s interest such as-
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Employment / Outside Employment - The members of the Core Management are expected to devote their total attention to the business interests of the Company. They are prohibited from engaging in any activity that interferes with their performance or responsibilities to the Company or otherwise is in conflict with or prejudicial to the Company.
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Business Interests - If any member of the Board of Directors and Core Management considers investing in securities issued by the Company\'s customer, supplier or competitor, they should ensure that these investments do not compromise their responsibilities to the Company. Many factors including the size and nature of the investment; their ability to influence the Company\'s decisions; their access to confidential information of the Company, or of the other entity, and the nature of the relationship between the Company and the customer, supplier or competitor should be considered in determining whether a conflict exists. Additionally, they should disclose to the Company any interest that they have which may conflict with the business of the Company.
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Related Parties - As a general rule, the Directors and members of the Core Management should avoid conducting Company\'s business with a relative or any other person or any firm, Company, Association in which the relative or other person is associated in any significant role. Relatives shall include:
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- Mother (including step mother)
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- Daughter (including step-daughter)
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- Son\'s Daughter\'s husband
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- Daughter\'s Daughter\'s husband
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- Brother (including step-brother)
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- Sister (including step-sister)
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If such a related party transaction is unavoidable, they must fully disclose the nature of the related party transaction to the appropriate authority. Any dealings with a related party must be conducted in such a way that no preferential treatment is given to that party.
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In the case of any other transaction or situation giving rise to conflicts of interest, the appropriate authority should after due deliberations decide on its impact.
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Applicable Laws
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The Directors of the Company and Core Management must comply with applicable laws, regulations, rules and regulatory orders. They should report any inadvertent non-compliance, if detected subsequently, to the concerned authorities.
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Disclosure standards
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The Company shall make full, fair, accurate, timely and meaningful disclosures in the periodic reports required to be filed with Government and Regulatory agencies. The members of Core Management of the Company shall initiate all actions deemed necessary for proper dissemination of relevant information to The Board of Directors, Auditors and other Statutory Agencies, as may be required by applicable laws, rules and regulations.
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Use of Company\'s Assets and Resources
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Each member of the Board of Directors and the Core Management has a duty to the Company to advance its legitimate interests while dealing with the Company\'s assets and resources. Members of The Board of Directors and Core Management are prohibited from:
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Using corporate property, information or position for personal gain;
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Soliciting, demanding, accepting or agreeing to accept anything of value from any person while dealing with the Company\'s assets and resources;
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Acting on behalf of the Company in any transaction in which they or any of their relative(s) have a significant direct or indirect interest.
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Confidentiality and Fair Dealings
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1).
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Company\'s Confidential Information
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The Company\'s confidential information is a valuable asset. It includes all trade related information, trade secrets, confidential and privileged information, customer information, employee related information, strategies, administration, research in connection with the Company and commercial, legal, scientific, technical data that are either provided to or made available to each member of the Board of Directors and the Core Management by the Company either in paper form or electronic media to facilitate their work or that they are able to know or obtain access by virtue of their position with the Company. All confidential information must be used for Company\'s business purposes only.
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This responsibility includes the safeguarding, securing and proper disposal of confidential information in accordance with the Company\'s policy on maintaining and managing records. This obligation extends to confidential information of third parties, which the Company has rightfully received under non-disclosure agreements.
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To further the Company\'s business, confidential information may have to be disclosed to potential business partners. Such disclosure should be made after considering its potential benefits and risks. Care should be taken to divulge the most sensitive information, only after the said potential business partner has signed a confidentiality agreement with the Company.
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Any publication or publicly made statement that might be perceived or construed as attributable to the Company, made outside the scope of any appropriate authority in the Company, should include a disclaimer that the publication or statement represents the views of the specific author and not the Company.
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2).
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Other Confidential Information -
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The Company has many kinds of business relationships with many companies and individuals. Sometimes, they will volunteer confidential information about their products or business plans to induce the Company to enter into a business relationship. At other times, the Company may request that a third party provide confidential information to permit the Company to evaluate a potential business relationship with that party. Therefore, special care must be taken by the Board of Directors and members of the Core Management to handle the confidential information should be handled in accordance with the agreements with such third parties.
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The Company requires that every Director and the member of Core Management, General Managers should be fully compliant with the laws, statutes, rules and regulations that have the objective of preventing unlawful gains of any nature whatsoever.
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Directors and the members of Core Management shall not accept any offer, payment promise to pay, or authorization to pay any money, gift, or anything of value from customers, suppliers, shareholders / stakeholders, etc. that is perceived as intended, directly or indirectly, to influence any business decision, any act or failure to act, any commission of fraud, or opportunity for the commission of any fraud.
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Good Corporate governance practices
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Each member of The Board of Directors and Core Management of the Company should adhere to the following so as to ensure compliance with good corporate Governance practices.
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(a) Dos
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Attend Board meetings regularly and participate in the deliberations and discussions effectively.
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Study the Board papers thoroughly and enquire about follow-up reports on definite time schedule.
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Involve actively in the matter of formulation of general policies
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Be familiar with the broad objectives of the Company and the policies laid down by the Government and the various laws and legislations.
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Ensure confidentiality of the Company\'s agenda papers, notes and Minutes.
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(b) Don\'ts
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Do not interfere in the day to day functioning of the Company
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Do not reveal any information relating to any constituent of the Company to anyone.
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Do not display the logo / distinctive design of the Company on their personal visiting cards / letter heads, excluding whole time Directors-Chairman &Managing Director and Executive Director.
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(a)
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All Board Members and the General Managers shall affirm compliance with the Code on an Annual basis as required in SEBI\'s amended guidelines.
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(b)
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The Annual Report of the Company shall contain a declaration to this effect signed by the MD.
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(c)
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The Company Secretary shall monitor compliance of the above provisions as and when there is change in the Board of Directors/Core Management Team.
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Waivers
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Any waiver of any provision of this Code of Conduct for a member of the Company\'s Board of Directors or a member of the Core Management must be approved in writing by the Board of Directors of the Company.
The matters covered in this Code of Conduct are of the utmost importance to the Company, its stakeholders and its business partners, and are essential to the Company\'s ability to conduct its business in accordance with its value system.
I have received and read the Company\'s Code of Conduct and agree to comply with the same.
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