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Code of conduct is defined for developing and nurturing ethical corporate culture or environment. The adoption of this code of conduct stems from the fiduciary responsibility which the board members and management have towards the stakeholders in the Company. All Board members and officers means all members of management one level below the executive directors, including functional heads shall affirm compliance with these code of conduct. 1) Sincere, honest and ethical conduct - The Directors and officers shall act in accordance with the highest standards of personal and professional honesty, integrity and business ethic in their conduct. They all act in good faith, responsibly, with due care and diligence. Their conduct shall conform to the best-accepted professional standards of conduct. 2) Conflicts of Interest- Directors and officers of the Company avoid, and bring to the notice of the Company any situation which gives rise to conflict of interest. If there is a likelihood of a conflict of interest, the concerned person should make full disclosure of all facts and circumstances thereof to the seniors, board of directors and a prior written approval should be obtained from the appropriate authority before pursuing such interest. 3) Corporate Opportunities – Directors and officers owe a duty to the Company to promote its legitimate interest by drawing attention to opportunities open to the company. They shall not take advantage of opportunities for personal gain that are discovered using company’s means and resources. They shall not compete directly or indirectly with the business of the Company. 4) Maintain confidentiality - The directors and officers shall maintain secrecy of confidential information of the Company including but not limited to trade secrets, customer lists, supplier lists and prices, pricing schedules, methods, manufacturing processes, marketing plans, financial/ legal information or that of any customer, supplier or business associate of the Company to which Company has a duty to maintain confidentiality, except when disclosure is authorized or legally mandated. The Confidential information includes all non-public information that might be of use to competitors or harmful to the Company or its associates. This confidential information shell not be used for his / her own advantage or profit. In case of termination of service of any director and officer with the company they shall maintain secrecy of confidential information of the Company and shall not disclose any confidential information to third parties including their past and present employer for a period of two years following the termination of its relationship with the Company. Further Officers and Directors (In whole time employment) who leaves the company for any reasons whatsoever or who removes/discharge from the services of the company shall not join in any capacity in the organization of competitor for the period of one year.
5) Ensure fair dealing- Each director and officer shall deal fairly with customers, suppliers, competitors, and employees of group companies. They should not take unfair advantage of anyone through manipulation, concealment, abuse of confidential, proprietary or trade secret information, misrepresentation of material facts, or any other unfair dealing-practices. They owe duty for protection and proper use of company's assets.
6) Compliance with laws, rules, and regulations - All directors and officers must comply with all applicable government laws, rules and regulations. If any director, officer who knows of or suspects of a violation of applicable laws, rules or regulations or this Code of conduct, he/she must immediately report the same to the Board of Directors or any designated person/committee thereof. Such person should as far as possible provide the details of suspected violations with all known particulars relating to the issue.
7) Co-operation and co-ordination at work - The Directors, officers shall co-operate and co-ordinate with one another and subordinates so that the Company conducts its business most effectively and efficiently.
8) Appreciation, justice and fair play in relation with colleagues - The Directors, officers and employees shall be appreciative of contribution of their colleague in the organization; shall be just and fair while dealing with their colleagues. 9) Financial Reporting and Records - The Directors and officers must ensure that they prepared and maintain accounts of the Company’s business affairs fairly and accurately in accordance with the accounting and financial reporting standards which represent the generally accepted guidelines, principles, standards, laws and regulations of the country in which the company conduct its business affairs. All required information shall be accessible to company auditors and other authorized parties and government agencies. There shall be no willful omissions of any Company transaction from the books and records, no advance income recognition and no hidden bank account and funds. 10) Sharing knowledge, wisdom, experience - The Directors, officers shall aim at maximum sharing of knowledge, wisdom, experience for common good and promoting interest of the Company. 11) Shareholders - The Company is committed to enhance shareholder value and shall comply with all regulations and laws that govern shareholders' rights. The Board of Directors' of the Company shall duly and fairly inform its shareholders about all relevant aspects of the organization business and disclose such information in accordance with the respective regulations and agreements. 12) Bring warning signals to the notice of the concerned people - Any changes in Govt. policies, market conditions, competition, etc. which are expected, likely affect interest of the Company adversely, should be brought to the notice of the Company. 13) The Directors, officers shall refrain from manipulating share price; taking undue advantage of inside information for personal gain. 14) Reviewing and Updation in the code of conduct - The Code shall be reviewed from time to time for updation thereof. Any variation in the Code or any waivers from the provisions of the Code shall be approved by the Board and shall be disclosed on the Company's website. Violations of this Code of Ethics will result in disciplinary action, which may even include termination of services of the director/officer and/or institution of proceedings in the court of law against defaulter director/officer. The Company's Board or any Committee/person designated by the Board for this purpose shall determine appropriate action in response to violations of this Code of Ethics. |
