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Home > Corporate > Financials
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This Code of Conduct (hereinafter referred
to as the “Code” for the members of the Board
of Directors and Sr. Officers of the Company) is laid down
by the Board of Directors in line with the requirements
of the amended clause 49 of the Listing Agreement as notified
by SEBI .
The Code is aimed to set out the broad
guidelines for the ethical business conduct by the Board
Members and Senior Officials of the Company and ensure compliance
with the requirements specifically under the revised clause
49 of the Listing Agreement with an underlying objective
to discourage wrong practices and promote ethical conduct
of the business of the Company.
The Code is formulated in line with the
interest of all the stakeholders of the Company namely,
the shareholders, business partners and employees of the
Company.
The Code is applicable to the following
persons, referred to as “Officers”: |
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All the members of the Board
of Directors of Company. |
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Chief Financial Officer of the Company. |
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All functional heads and persons above
that level. |
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Ethical
standards of conduct are critical to any business and accordingly,
the Officers are expected to lay down a landmark practice
which may be guiding to their respective team members in
their conduct and behavior. Hence, all the concerned are
requested to read and understand this Code, implement the
standards sought for in their day to day operations and
ensure compliance with all the applicable laws, rules and
regulations, this Code and all applicable policies and procedures
as are adopted by the Company to govern the Conduct of its
employees in any manner or form whatsoever.
Nothing in this Code, in any Company’s
Policies and Procedures, or in other related communications
(verbal or written), creates or implies an employment contract
or term of employment.
All the officers are requested to sign
the acknowledgement part at the end of this Code and return
the same to the Secretarial Department, indicating that
they have received, read and understood and agreed to comply
with the Code. |
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The Officers are expected to act in accordance
with the highest standards of personal and professional
integrity, honesty and ethical conduct while working at
the Company’s premises, at offsite locations where
the Company’s business is conducted, at Company sponsored
business and social events or at any other place where officers
are representing the Company.
An honest conduct is considered to be a
conduct free from fraud or deception. An ethical conduct
is considered to be a conduct confirming 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.
An Officer should act with integrity, responsibly and in
good faith. Each Officer should seek to use due care in
the performance of his duties in the best interests of the
Company as a whole. He should act with competence and diligence.
He has an obligation, at all times, to comply with the spirit,
as well as the letter, of the law and of the principles
of this Code. A suggestive list of do’s and don’ts
for the Officers is given herein below though the same is
warranted to not be considered as an exhaustive one and
the interpretation of the professional and ethical conduct
would depend upon the circumstances of each case which the
Officer is expected to construe and interpret with his reasonable
understanding and intelligence.
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Officers are expected to dedicate their
best efforts to advancing the Company’s interest and
to make decisions in the best interest of the Company and
independent of outside influences. An Officer’s duty
demands that he avoids and disclose actual and apparent
conflict of interest. A conflict of interest exists where
the interests or benefits of one person or entity conflict
with the interests or benefits of the Company. Examples
include: |
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A
conflict of interest occurs when a Officer’s private
interest interferes in any way, or even appears to interfere,
with the interest of the Company as a whole. Conflicts of
interest also arise when a Officer or a member of his immediate
family receives improper personal benefits as a result of
his position as a Officer of the Company.
Officers shall avoid conflicts of interest with the Company.
Any situation that involves, or may reasonably be expected
to involve, a conflict of interest with the Company shall
be disclosed promptly to the Chairman of the Board. |
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A corporate business opportunity is an opportunity. |
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An
Officer who learns of such a corporate business opportunity
and who wishes to participate in it should disclose the
opportunity to the Board of Directors. If the Board of Directors
determines that the Company does not have an actual or expected
interest in the opportunity, then, and only then, Officer
may participate in it, provided that the Officer has not
wrongfully utilized the Company’s resources in order
to acquire the opportunity.
Officers owe a duty to the Company to advance
the Company’s interests when the opportunity to do
so arises. Officers may not : (a) take for themselves opportunities
that are discovered through the use of Company property
or information or through the Officer’s position ;
(b) use the Company’s property or information or the
Officer’s position for personal gain ; or (c) compete
with the Company, directly or indirectly, for business opportunities
that the Company is pursuing. |
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The Officers and the members of their immediate
family shall refrain themselves from accepting any offer,
payment, gift or anything of value from customers, vendors,
consultants or any other party etc. that is perceived as
intended, directly or indirectly, to influence any business
decision, any act or failure to act.
However, acceptance of inexpensive gifts, infrequent business
meals, celebratory events and entertainment, provided that
they are not excessive or create an appearance of impropriety,
do not violate this policy. Whenever any such valuable gift
is offered by any party, the same should be brought to the
notice of the CEO or the Secretarial Department of the Company.
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Officers have a responsibility to safeguard
and to use the Company’s assets and resources, as
well as assets of other organizations that have been entrusted
to the Company. Except as specifically authorized, assets
of the Company, including equipments, materials, resources
and proprietary information, must be used for Company business
purposes only. |
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Officers shall maintain the confidentiality
of information entrusted to them. The Company’s confidential
and proprietary information shall not be inappropriately
disclosed or used for the personal gain, interest or advantage
of the Officer or any one other than the Company. |
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Officers shall deal fairly and honestly with the Company’s
Customers, Suppliers, Competitors and Employees. |
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The Company is committed to provide full,
fair, accurate, timely and understandable disclosure in
reports and documents that are filed with or submitted to
the SEBI and other public communications. Accordingly, Company’s
Officers must ensure that they and other employees in the
Company comply with disclosure controls, procedures and
internal controls in financial reporting including compliance
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