Clause 49 of the Listing Agreement entered into with the Stock Exchanges, requires that as part of Corporate Governance, the listed entities shall lay down a code of conduct for Directors on the Board and the Senior Management of the Company.
Accordingly, the Board has laid down this code for its Directors on the Board and the Senior Management.
The Code of Conduct is applicable to the members of Board of Directors and Members of the Senior Management Team of the Company, in the position of General Managers and above.
The Company Secretary shall be the Compliance Officer for the purpose of this Code.
III. Objectives and Purpose
The prime objective of the Code of Conduct is to create an environment where all the Directors and members of Senior Management Team of the Company maintain and comply with the ethical standards that are laid down. This Code of Conduct will act as a guide in the performance of duties and responsibilities and ensure compliance with the Company’s commitment to:
Establish standards of ethical conduct for Directors and Senior Management Executives based on acceptable beliefs and values one upholds.
Uphold the spirit of corporate social responsibility and accountability in line with the legislation, regulations and guidelines governing the Company.
Full, fair, accurate, sensible, timely and meaningful disclosures in the periodic reports required to be filed by the Company with government and regulatory agencies and equitable treatment and accountability to all stakeholders including customers, shareholders, employees and society at large.
Compliance with applicable laws, rules and regulations.
IV. General Principles and Standards of Conduct
1. Applicable Laws
All Board of Directors and Members of the Senior Management Team are expected to understand, and comply with all of the laws, rules, regulations, policies and procedures that apply to them in their position with the Company and they should report compliance and any inadvertent non-compliance, if detected subsequently, to the Board and the concerned authorities.
2. Disclosure Standards
The Company shall make full, fair, accurate, timely and meaningful disclosures in the periodic reports required to be filed with Government and Regulatory agencies. The Directors and the Senior Management of the Company shall initiate all actions deemed necessary for proper dissemination of relevant information to the Board of Directors, Auditors and other Statutory Agencies, as may be required by applicable laws, rules and regulations.
3. Related Party transactions
All the Directors and Members of Senior Management Team Should disclose all contractual interests, whether directly or indirectly, in any manner, which gives the Directors or his relative or firm, associate, any pecuniary benefit, regardless of the value involved with the Company;
Any dealings with a related party must be conducted in such a way that no preferential treatment is given to that party.
Relatives shall include: Spouse, Father, Mother (including step-mother), Son (including step-son), Son’s wife, Daughter (including step-daughter), Father’s father, Father’s mother, Mother’s mother, Mother’s father, Son’s son, Son’s son’s wife, Son’s daughter, Son’s daughter husband, Daughter’s husband, Daughter’s son, Daughter’s son’s wife, Daughter’s daughter, Daughter’s daughter’s husband, Brother (including step-brother), Brother’s wife, Sister (including step-sister), Sister’s husband
In case of any other transaction or situation giving rise to conflicts of interests, details of the same shall be promptly informed to the Board and the Board should, after due deliberations, decide on its impact.
4. Insider Trading
The Directors and Senior Management Team shall ensure compliance with SEBI (Prohibition of Insider Trading) Regulations, 1992 as also other regulations as may be applicable from time to time.
5. Use Of Company’s Assets and Resources:
Each member of the Board of Directors and the Senior Management has a duty to the Company to intimate in advance its interests while dealing with the Company’s assets and resources. Members of the Board of Directors and the Senior Management are prohibited from:
• Using corporate property, information or position for personal gain.
• Soliciting, demanding, accepting, or agreeing to accept anything of value from any person while dealing with the Company’s assets and resources.
• Acting on behalf of the Company in any transaction in which they or any of their relative(s) have a significant direct or indirect interest.
6. Company's Confidential Information
The Company’s confidential information is a valuable asset. It includes all the trade related information, trade secrets, confidential and privileged information, customer information, employee related information, strategies, research in connection with the Company and commercial, legal, scientific, technical data that are either provided to or made available to each member of the Board of Directors or the Senior Management by the Company either in paper or in electronic form to facilitate their work or that they are able to know or obtain access by virtue of their position with the Company. All confidential information must be used for Company’s business purpose only.
Any waiver of any provision of this code of conduct for a member of the Company's Board of Directors and the Senior Management must be approved in writing by the Board of Directors of the Company.
The matters covered in this Code of Conduct are of utmost importance to the Company, its stakeholders and its business partners, and are essential to the Company's ability to conduct its business in accordance with its value system.
VI. Review, Amendment and Modification
The code of conduct may be reviewed, amended, modified or waived by the Company’s Board of Directors as and when required or deemed necessary.
VII. Outsider’s Recourse
No outsiders will have any right or recourse to any action or claim of whatsoever nature against any of the Directors or Employees for the non compliance of this code of conduct.
VIII. Compliance of Code of Conduct
Each Director and Members of Senior Management Team shall affirm the compliance with the code on annual basis within Seven (7) days from the end of each financial year as per specimen given in Annexure 1.