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Code of Conduct
1. Preamble
This code will apply to:
All the Directors and Senior Management i.e.
personnel of the company who are members of
its core management team excluding Board of
Directors. This would comprise all members
of the management one level below the Executive
Directors, including all functional heads.
All Directors and Senior management must act
within the bounds of authority conferred upon
them with a duty to make and enact informed
decisions and policies in the best interests
of the company and its shareholders/stakeholders.
In order to maintain the high standards, the
following rules/ code of conduct should be
observed in all the activities of the board
and senior management.
The Company Secretary will act as the facilitator,
who will be available to all the directors
and senior management personnel to answer
questions and to help them comply with the
code.
2. Honesty and Integrity
They shall conduct their activity on behalf
of the company and on their personal behalf
with honesty, integrity and fairness.
They will act in good faith, responsibly with
due care, competence and deligence without
allowing their independent judgement to be
subordinated.
They will act in the best interests of the
company and fulfill the fiduciary obligation.
3. Conflict of Interest
They shall not engage in any business, relationship
or activity, which may have or which is likely
to potentially develop a conflict of interest
with the company or the group.
Conflicts can arise in many situations, it
is not possible to cover every possible conflict
situation and at times, it will not be easy
to distinguish between proper and improper
activity.
Some of the common circumstances that may
lead to actual or potential conflict of the
interest are:
Any activity/employment that interferes with
the performance or responsibility to the company
or is otherwise in conflict with or prejudicial
to the company.
Investments by them/their family members i.e.
parents, spouse and sons/daughters, in unlisted
entities of competitors, customers, suppliers
and any other investments that compromise
their responsibility to the company.
They should avoid conducting company business
with a relative or with an entity in which
the relative/ related party is associated
in any significant role. If such related party
transaction is unavoidable, it must be disclosed
in advance to the Finance Head who will determine
its materiality.
Transactions that are found material by the
Finance Head would be referred to the Audit
Committee and can be undertaken only with
the prior approval of the Audit Committee.
4. Compliance
Efforts have to be taken to ensure compliance
with all applicable laws, rules and regulations
as may be applicable to the company in spirit.
Any possible violation of law, rules, regulations
or the code of conduct has to be reported
to the company secretary who will be applicable
to assist in interpreting the appropriateness
of any event or action or proposed event or
action in this context.
5. Other Directorships
They should avoid serving on Boards or in
Senior Management positions or in a controlling
position of a direct competitor or other business
entities having a material relationship with
the company, which is likely to lead to potential
conflict of interest.
In case, such situation arises, they shall
make full disclosure to the Board and get
its concurrence before accepting such office.
6. Confidentiality of Information
Any information concerning the company’s
business, its customers, suppliers and other
stakeholders which is not in the public domain
and which they possess or have access to,
must be kept in strict confidence unless disclosure
is authorized or becomes a legal requirement.
7. Insider Trading
They should not derive any benefit or assist
others in deriving any benefits by giving
investment advice based on their access to
and possession of information about the company,
not in the public domain and therefore constituting
insider information.
They shall comply with the insider trading
guidelines as issued by SEBI.
8. Gifts and Donations
They should not receive or offer either directly
or indirectly any gifts, donations, remuneration,
hospitality, illegal payment and comparable
benefits which are intended or perceived to
be intended to obtain business or uncompetitive
favors or decisions for the conduct of the
business.
Nominal gifts of commemorative nature for
special events / occasions, may be offered
/ accepted and reported to the Board (in case
of the Director) or the CEO/ CFO (in case
of Senior Management personnel).
9. Protection of Assets
They must protect the company’s assets
and should not use the company’s assets
or manpower or company-related information
for their personal purposes unless approved
by the Board (in the case of Director) or
the CEO/CFO (in the case of Senior Management
Personnel).
10. Periodic Review
In the last month of every financial year
or whenever this code is revised, every Director
/ Senior Management personnel must acknowledge
understanding of the code and execute an undertaking
to continue complying with it.
New Director shall execute such undertaking
at the time of their induction.
Any deviation/waiver from this code can only
be affected on the sole and absolute discretionary
authority of the Board or any person / committee
designated by the Board for this purpose. |
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