OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT
This Code of Conduct is applicable to all Executive Directors
of the Company (including MD) and also its Senior Management
personnel and all functional heads who are expected to comply
with the letter and spirit of this Code in addition to the existing
applicable laws & regulations & relevant policies, rules
and procedures of the Company.
The principal duty of the Board of Directors, along with management,
is to ensure that the Company is well managed and subserves
the basic interests of its shareholders.
II. GUIDELINES FOR CONDUCT
Each director and Management personnel seek to use due care
in the performance of his/her duties, be loyal to the Company,
act in good faith and in a manner such Director and Management
personnel reasonably believes to be not opposed to the best
interests of the Company. A Director and Management personnel
should seek to also:-
• Make reasonable efforts to attend Board and committee
• dedicate time and attention to the Company;
• comply with all applicable laws, regulations, confidentiality
obligations and corporate policies of the Company; and
III. BUSINESS OPPORTUNITIES
In carrying out their duties and responsibilities, Directors
and Management personnels should avoid:
• appropriating corporate business opportunities for themselves
that are discovered through the use of Company property or information
or their position as Directors and Specified employees;
• using Company property or information, or their position
as Director and Specified employees, for personal gain; and
• competing with the Company.
A Director / Management personnel, who wishes to avail of a
corporate business opportunity, should disclose such opportunity
to the Company’s Board of Directors. If the Board of Directors
determines that the Company does not have an actual or expected
interest in such opportunity, then, and only then, may the Director
and Management personnel avail of it, provided that the Director
and Management personnel has not wrongfully utilized the Company's
resources in order to acquire such opportunity.
IV. CONFLICTS OF INTEREST
Directors must avoid and promptly disclose to the Comply potential
conflicts of interest regarding any matters concerning the Company.
A conflict of interest exists where the interests or benefits
of Directors conflict with the interests or benefits of the
V. COMPANY PROPERTY
Directors and Management personnels should endeavor to ensure
that management is causing the Company’s assets, proprietary
information and resources to be used by the Company and its
employees only for legitimate business purposes of the Company.
VI. CONFIDENTIAL INFORMATION
Director and Management personnels should maintain the confidentiality
of information entrusted to or gained by them in the course
of carrying out their duties and responsibilities, except where
disclosure is approved by the Company or legally mandated or
if such information is in the public domain. Such confidential
and proprietary information shall never be disclosed or used
for the personal gain or advantage of any Director and Management
VII. FAIR DEALING
Director and Management personnels should endeavor to deal fairly,
and should promote fair dealing by the Company, its employees
and agents, with customers, suppliers and employees.
VIII. COMPLIANCE WITH LAWS AND REGULATIONS
Directors and Management personnels should comply, and endeavor
to ensure that the management is causing the Company to comply,
with applicable laws, rules and regulations. In addition, if
any Director and Management personnel becomes aware of any information
that he or she believes constitutes evidence of a material violation
of any securities or other laws, rules or regulations applicable
to the Company or the operation of its business, by the Company,
any employee or another Director and Management personnel, then
such Director and Management personnel should bring such information
to the attention of the Board.
IX. INSIDER TRADING
Directors and Management Personnel should observe all applicable laws ad regulations including the Company policies and Code as applicable to them with respect to the purchase and sale of the company’s securities. In addition, they should obstain from dealing in Company’s shares, whether directly or indirectly, at least 15 days before the Board Meeting Date approving Company’s Quarterly Results.
Any waiver of the amendments to the Company policies or Codes may be made only by the Company’s Board of Directors and will be disclosed promptly as required by applicable laws and regulations including the rules of any exchange on which the company’s securities are listed or traded.
Suspected violations of this Code may be reported to the Board
through Chairman of the Board or the Chairman of the Audit Committee.
All reported violations should be appropriately investigated.
Any waiver of this Director and Management personnels’
Code must be approved by the Board of Directors and publicly
disclosed if required by any applicable law or regulation.
The Director and Management personnel should respect each and
every employee of the Company, treat each of them in a fair
and equitable manner; respect their privacy and not to share/disclose
their personal information without their prior consent; maintain
non-discriminatory approach and refrain from harassing employees,
making sexual advancements, coercion, threat by virtue of his/her
position with the Company.
The Director and Management personnel should ensure to provide
products and services, which meet the desired quality and safety
standards and redress the Customer’s grievance genuinely
The Director and Specified employee should ensure to protect
interest of the shareholders by ensuring maintenance of accurate
and complete records by avoiding false misleading or artificial
entries in the Books of accounts.
Company Secretary shall be the Compliance Officer for the purpose
of this code. Directors are required to report observed violations
of the Code and illegal or unethical behaviour to the Compliance
Officer. All reports will be treated in a confidential manner
and it is Company’ policy to not allow retaliation for
reports made in good faith of misconduct by others. In accordance
with an established, documented & approved process the Company
will undertake review & where appropriate, investigations
of alleged violations or misconduct. Directors are expected
to cooperate in initial investigations of misconduct and violations
of this Code.