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1. Introduction:
The revised clauses 49 of the Listing Agreement as directed by
SEBI vide Circular No.SEBI-CFD-DIL-CG-1-2004-12-10 dated October
29, 2004 provides that:
(i) The Board shall lay down a code of conduct for all Board members
and senior management of the Company.
(ii) The code of conduct shall be posted on the website of the
Company.
(iii) All Board members and senior management personnel shall
affirm compliance with the code on an annual basis.
The Board of Directors
of the Company has therefore considered and laid down formally
the “Code of Conduct and Ethics” for the Board members
and senior management of the Company (hereinafter referred to
as “Code”). The purpose of this Code is to:-
• Deter wrongdoing and promote ethical conduct of the Board
members and the senior management of the Company.
• Guide and help in recognizing and dealing with the ethical
issues.
• Mechanism to report unethical conduct.
• To help foster a culture of honesty and accountability.
• Uphold the standards in day to day activities.
• Compliance of all applicable laws, rules and regulations
and other policies and procedures adopted by the Company.
• Maintain the confidentiality of all material non-public
information about the Company, its business and affairs and make
no use of it other than for Company’s interest.
It shall come into
force w.e.f. 01st November, 2005.
2. Persons
to whom the Code is applicable:
This code is applicable to the following persons (hereinafter
referred to as ‘officers’ of the Company):
a. All the Board Members.
b. The entire Core group Members of the Company and other heads
of the department.
3. Compliance
with all the existing laws and existing Company policies:
All the officers of the Company shall ensure due compliance with
all the existing local, state, national and international laws
and also comply with all the existing procedures, rules and regulation
of the Company. Should they come across or witness any non compliance
by any subject, they are expected to notify the same to the Managing
Director and the Board at the earliest.
The Company Secretary
of the Company shall be the Compliance officer for the purpose
of this code.
4. Conflicts
of Interest:
The officers are expected to avoid all situations that might lead
to a real or apparent material conflict between the self-interest
and the official duties and responsibilities.
In case there is likely to be a conflict of interest, he/she should
make full disclosure of all facts and circumstances, thereof,
to the Compliance Officer who shall put up the matter to the Board
of Directors for their approval .
5. Fair treatment of all employees:
The Company is committed to provide cordial work environment where
all the employees are treated fairly and they shall not be discriminated
on any grounds such as race, caste, creed, colour, national origin
or ancestry, physical or mental disability, medical condition,
marital status, age, sex, or any other basis.
6. Protection
of Confidential information and Company’s Property:
All the officers of the Company shall protect the confidential
information and also ensure that such confidential information
is safeguarded at all levels of the organization. The Company’s
confidential information includes product processes, sources,
codes, product plans & road maps, names and list of the customers,
dealers, employees and financial information like quarterly/yearly
results not declared, cost sheet, etc. All the confidential information
obtained must be used only for the Company’s business purposes
only. However this obligation also extends to the confidential
information obtained by the Company from third parties under the
non-disclosure agreements.
All the officers
of the Company shall protect the Company’s property and
shall use the same for the Company’s business purposes only.
7. Protection
of interests of our stakeholders:
The officers shall protect the interest of all Stakeholders of
the Company and shall be accountable to them. The stakeholders
will broadly include Shareholders, Financial Institutions, Banks,
Customers and Employees.
8. Honest
and ethical conduct
The officers of the Company shall act in accordance with the highest
standards of personal and professional integrity, honesty and
ethical conduct, while working on the Company’s premises,
at off site locations, where to 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.
Honest conduct is to be construed as that conduct that is free
from any fraud or deception or misrepresentation and Ethical conduct
to be that conduct conforming to the accepted professional standards
of conduct, and there should not be apparent conflicts of interest
between personal and professional relationships.
9. Protection
of Environment, Health and Safety:
All the officers of the Company shall take necessary action to
protect the environment and also ensure the health and safety
of themselves, employees, workers and society at large. They must
comply with all environmental, health and safety laws, rules and
regulations.
10. Insider
Trading:
All the officers of the Company shall in no way deal directly
or indirectly with the securities of the Company on the basis
of any price sensitive information. Price sensitive information
means any information which relates directly or indirectly to
a Company and which, if published, is likely to materially affect
the price of securities of the Company and shall include periodical
financial results of the Company, intended declaration of Dividend
(both interim and final), issue of securities, buy-back of securities,
any major expansion plans or execution of new projects, amalgamation,
mergers or takeovers, disposal of whole or substantial part of
undertaking or any significant changes in policies, plans or operations
of the Company.
All the officers
of the Company shall also comply with the Company’s Code
of Conduct for Prevention of Insider Trading.
11. Fair
Dealing:
The officer should not take any unfair advantage of anyone through
manipulation, concealment, abuse of power & privileged information,
misrepresentation of material facts or any other intentional unfair
dealing practice.
12. Gifts:
No gift or entertainment should ever be offered, given, provided
or accepted by any officer :
a. is inconsistent with customary practices, whether business,
trade or otherwise.
b. excessive in value.
c. which can be construed as a bribe or payoff and,
d. violate any laws or regulations.
13. Non
– Compliance:
In case of any non-compliance of any of the provisions of this
Code of Conduct the same shall be reported to the Chairman of
the Board of Directors and the Managing Director of the Company.
Further the Board or such other committee as constituted by the
Board of Directors shall undertake an investigation under the
matter for such non-compliance.
14. Any
amendments or modification to the Code of Conduct:
This Code of Conduct is subject to modification. The Board of
Directors has the requisite powers and the authority to update
and amend the Code of Conduct from time to time.
Acknowledgement
of Receipt of Code of business conduct and Ethics:
Each of the officers of the Company shall sign the code and return
the same to the Company, in the following format:
“I have received
and read the MODEL CODE OF CONDUCT AND ETHICS FOR ALL BOARD MEMBERS
AND SENIOR MANAGEMENT. I understand the standards and policies
contained in the Code and further I agree to comply with the Code.
If I have questions
concerning the meaning or application of the Code, any Company
policies, or the legal and regulatory requirements I shall seek
the clarification from the Compliance Officer of the Code of Conduct.” |
