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CODE OF CONDUCT FOR BOARD OF DIRECTORS AND SENIOR MANAGEMENT
Preamble:
All Directors and Senior Management must act within the bounds of the authority conferred upon them and with a duty to make and enact informed decisions and policies in the best interests of the company and its shareholders/stakeholders.
With a view to maintain the high standards that the company requires, the following rules/code of conduct should be observed in all activities of the board. The Company appoints the Chief Executive as a compliance officer for the purposes of the code, who will be available to Directors and Senior Management to answer questions and to help them comply with the code.
For the purpose of this code, the term ‘Senior Management’ shall mean personnel of the Company who are members of its management team one level below the Executive Director.
| 1. |
Honesty & Integrity |
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All directors and Senior Management shall conduct their activities, on behalf of the company and on their personal behalf, with honesty, integrity and fairness. All directors and Senior Management will act in good faith, responsibly, with due care, competence and diligence, without allowing their independent judgment to be subordinated. Directors & Senior Management will act in the best interests of the company and fulfill the fiduciary obligations. |
| 2. |
Conflict of Interest |
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Directors on the board and Senior Management of the company shall not engage in any business, relationship or activity, which may be in conflict of interest of the COMPANY or the group. |
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Conflicts can arise in many situations. It is not possible to cover every possible conflict situation and at times, it will not be easy to distinguish between proper and improper activity. Set forth, are some of the common circumstances that may lead to a conflict of interest, actual or potential - |
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a) |
Directors and Senior Management should not engage in any activity/employment that interferes with the performance or responsibility to the company or is otherwise in conflict with or prejudicial to the company. |
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b) |
Directors and Senior Management and their immediate families should not invest in a company, customer, supplier, developer or competitor and generally refrain from investments that compromise their responsibility to the company. |
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c) |
Directors and Senior Management should avoid conducting company business with a relative or with a firm / company in which a relative / related party is associated in any significant role. |
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If such related party transaction is unavoidable, it must be fully disclosed to the board or to the CFO of the company. |
| 3. |
Compliance |
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Directors and Senior Management are required to comply with all applicable laws, rules and regulations, both in letter and in spirit. In order to assist the company in promoting lawful and ethical behaviour, directors and Senior Management must report any possible violation of law, rules, regulation or the code of conduct to the company secretary. |
| 4. |
Other Directorships |
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The COMPANY feels that serving on the boards of directors of other companies may raise substantial concerns about potential conflict of interest. And therefore, all directors must report/disclose such relationships to the Board on an annual basis. It is felt that service on the board of a direct competitor is not in the interest of the company. |
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Confidentiality of Information |
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Any information concerning the company's business, its customers, suppliers etc., which is not in the public domain and to which the director and Senior Management has access or possesses such information, must be considered confidential and held in confidence, unless authorized to do so and when disclosure is required as a matter of law. No director and Senior Management shall provide any information either formally or informally, to the press or any other publicity media, unless specially authorized. |
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Insider Trading |
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Any director and Senior Management of the COMPANY shall not derive benefit or assist others to derive benefit by giving investment advice from the access to and possession of information about the company, not in public domain and therefore constitutes insider information. All directors and Senior Management will comply with insider trading guidelines as issued by SEBI as well as the Code of Insider Trading adopted by the Company which form part of this Code. |
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Gifts & Donations |
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No director and Senior Management of the company shall receive or offer, directly or indirectly, any gifts, donations, remuneration, hospitality, illegal payments and comparable benefits which are intended (or perceived to be intended) to obtain business (or uncompetitive) favours or decisions for the conduct of business. Nominal gifts of commemorative nature, for special events may be accepted and reported to the Board. |
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Protection of Assets |
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Directors and Senior Management must protect the company's assets, labour and information and may not use these for personal use, unless approved by the Board. |
| 9. |
Periodic Review |
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Once in a year or upon revision of this code, every director and Senior Management must acknowledge and execute an understanding of the code and an agreement to comply. New directors and Senior Management will sign such a deed at the time when their directorship begins / taking over the charge as Senior Management. |
| 10. |
Term of Office of Non-Executive Director |
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Person shall be eligible for the office of Non-Executive Director so long as the term of office did not exceed nine years in three terms of three year each, running continuously. |
| 11. |
Declaration of Compliance |
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Every Director and Senior Management personnel should give annual declaration for the financial year within 15 days of close of the financial year to the effect that he has complied with code of conduct including code for prevention of insider trading. |
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