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Resignation & Appointment of Directors
Code of Conduct
Code of Conduct
This Code of Conduct and Ethics is made pursuant to Clause 49 (Corporate Governance) of the Listing Agreement with Stock Exchanges and shall hereinafter be known as "the Code". The code will become effective from the date it is approved and adopted by the Board of Directors of the company.
The objective of the code is to promote and uphold the high standards of ethics observed by the company in conducting its business. The code lays down a broad policy for one's conduct in dealing with the company operations.
The Company believes in conducting its business with responsibility, transparancy, empowerment, honesty and environmental consciousness. The company seeks to be a leader in its chosen area of operation and to operate and achieve excellence in everything it does.
Applicability of The Code
The code applies to all the members of the Board of Directors and to senior management personnel of the company. Senior management personnel shall mean personnel of the company who are members of its management team excluding Board of Directors and shall comprise of all the members of management one level below the executive director, including all functional heads.
Any question or interpretation under this Code of Business Conduct and Ethics will be considered and dealt with by the Board or any committee or any person authorized by the Board in this behalf. The Board in justifiable cases for reasons to be recorded in writing may waive any condition of the code for compliance such, that it is not prejudicial to the interest of the Company.
The reasons for such waiver will be available at the Registered Office of the Company for information. Each and every director and senior Management personnel is expected to comply with the letter and spirit of this Code.
I. HONEST AND ETHICAL CONDUCT
The Directors and senior management personnel are expected to act in accordance with the highest standards of personal and professional integrity, honesty and ethical conduct while working for the company. We consider honest conduct to be conduct that is free from any fraud or deception. The ethical conduct is the conduct conforming to the accepted professional standards of conduct between personal and professional relationships.
II. CONFLICT OF INTEREST
Director has a duty to disclose his direct or indirect interest in relation to any contract or arrangement or proposed contract or arrangement entered into or to be entered into by the Company. For this purpose he is required to make a general disclosure of interest every year giving a list of companies and firms in which he shall be deemed to be interested indicating his nature of interest, with changes, if any, notified to the Board from time to time. In addition, except with the prior consent of the Board, a Director or a firm in which such Director is a partner, or a private company in which such Director is a member or Director, shall not enter into any contract with the Company having monetary implications.
Directors shall inform the Board of Directors of the Company before accepting any position of influence or of pecuniary interest including directorship in any other organisation whose business is in direct competition with that of the Company
Senior Management Personnel having financial, personal or family interest in a vendor, customer or competitor shall make such interest known to their immediate superiors and shall abstain from the decision-making process related to such vendor, customer or competitor. For this purpose 'family' will mean spouse, children, brothers, sisters and parents.
III. GIFTS AND DONATIONS
Though business gifts and donations are customary in many parts of the world they need to be viewed with caution. No Director or senior management personnel shall receive or offer, directly or indirectly , any gifts, donation or benefits which are intended or perceived to be intended to obtain unethical favour.. Gifts given to suppliers or customers or received from suppliers or customers should be appropriate to circumstances and should not be of a kind that can create an appearance of impropriety. Nominal gifts of commemorative nature for special events may be accepted
IV. NOT TO MAKE SECRET PROFIT
Directors are prohibited from:
a) Exploiting for their personal gain opportunities that are discovered through the use of Company property, Company information or position as a director, unless the opportunity is disclosed fully in writing to the Company’s Board of Directors and the Board declines to pursue such opportunity.
b) Using the Company's property or information for personal gain.
Senior Management personnel shall not make any secret profit out of their position. If they receive information on a potential business opportunity in their official capacity they shall not use that opportunity for their own purpose.
Directors and Senior Management personnel must maintain the confidentiality of information relating to the Company which comes to their knowledge in the course of the discharge of their functions and any other confidential information about the Company that comes to them, from whatever source except when such disclosure is authorized or legally mandated. For purposes of this Code, “confidential information” includes all unpublished information relating to the Company.
VI. COMPLIANCE WITH LAWS, RULES AND REGULATIONS, FAIR DEALING
Directors and Senior Management personnel must comply and oversee compliance by employees, officers and other staff, with laws, rules,and regulations applicable to the Company / its personnel, including insider trading regulations. Directors must deal fairly, and must ensure fair dealing by employees, officers, with the Company’s customers, suppliers, competitors and employees.
No payment or transaction should be made, undertaken, by a Director or authorized or instructed to be made or undertaken by any other person or the Company if the consequence of that transaction or payment would be the violation of any law in force. Directors will always act to the best of their knowledge, belief and effort in the best interests of the Company and all its stakeholders, including employees, shareholders and others.
VII. ENCOURAGING THE REPORTING OF ANY ILLEGAL OR UNETHICAL BEHAVIOR.
Directors should promote ethical behavior and take steps to ensure that the company:
Encourages employees to talk to supervisors, managers and other appropriate personnel when in doubt about the best course of action in a particular situation.
Encourages employees to report violations of laws, rules, regulations, or the Company's Code of Conduct to the appropriate personnel.
Informs employees that the Company will not allow retaliation for reports made in good faith.
VIII. COMPLIANCE STANDARDS
The matters covered in the code are of utmost importance to the company and are essential to the company’s ability to conduct its business in accordance with the stated values. The Directors and senior management personnel are expected to adhere to the code in carrying out their duties for the company. Appropriate actions will be taken by the Board of Directors in case of Directors and by the Chairperson in case of senior management personnel for breach of the code. Actions may include serious disciplinary action, removal from office as well as other remedies to the extent permitted by law and as considered appropriate in the circumstances.
IX. SAFETY,HEALTY AND ENVIRONMENT
The company's vision envisages no compromise in its commitment to safety, health and responsible care for its environment. Health and safety of the people in and around its area of operations are of paramount importance to the company.
The company is committed to environment protection, pollution control and maintenance of ecological balance. The company shall maintain high standards of pollution control, environment protection and safety.
X. IMPLEMENTATION/ MODIFICATION
The decision of the Board of Directors with regard to all matters relating to the code will be final and binding on all concerned. The Board of Directors of the company shall have power to modify or replace the code in part or in full, as they may deem fit from time to time in their absolute discretion.
Code of Conducts
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