OF CONDUCT FOR BOARD MEMBERS AND SENIOR MANAGEMENT TEAM
The object of
laying down this Code of Conduct (hereinafter referred to as "Code")
for Board Members and Senior Management Team of the Company is to
set standards of business conduct and also to comply with the
applicable rules of the stock exchanges, where securities of the
Company are listed.
Board Members 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.
All Board Members
and Senior Management shall affirm compliance with the Code on an
annual basis as at the end of each financial year .
This Code shall come into effect
from 1st January, 2006. All Board Members and Senior Management
shall adhere to all applicable laws, rules and regulations, both in letter and
spirit . they must be aware of the regulatory framework in their domain. The
Company appoints a Compliance Officer for the purposes of the Code, who will be
available to all Board Members and Senior Management to answer questions and to
help them comply with the Code.
The Code is applicable to the following persons :
All the members of the Board of
Directors of the Company, and
All the members of the Senior
Management Team of the Company.
Senior Management Team shall mean and include:
All department/ functional heads of different functions of the Company ,
Presidents / Chief Executive Officer/ Chief Financial Officer
3. PROTECTION OF ASSETS AND
All Board Members and Senior
Management of the Company must protect Company's assets, labour and information and may not use these for personal use,
unless approved by the Board. They shall not make improper use of information
nor take improper advantage of their position as a Director or Senior
4.HONESTY & INTEGRITY
Board Members and
shall conduct their activities with honesty, integrity and fairness, their
conduct shall be free from fraud and/or deception and they shall act in good
faith, with due care, competence and diligence, by following the accepted
professional standard of conduct. They shall ensure that they use of the
Company's assets, properties and services for official purpose only or as per
the terms of their appointment. They
use due care and diligence in performing their duties of office and in
exercising their powers attached to that office.
5.CONFLICT OF INTEREST
All Board Members and Senior
Management of the Company shall not engage in any material business relationship or activity, which conflict with their
duties towards the Company. All Board Members and Senior Management of the
Company shall declare information about their relatives (Spouse, children and
parents) employed in the Company. They
shall recognize that their primary responsibility is to Company's Shareholders
as a whole .
consideration of employment with the Company, Senior Management are
expected to devote their full attention to the business interests of
the Company. They are prohibited from engaging in any activity that
interferes with their performance or responsibilities to the
Company, or otherwise in conflict with or prejudicial to the
Company. For eg. simultaneous engagement/ employment or directorship
with competitors of the Company, or from taking part in any activity
that enhances or supports a competitor's position.
Each Officer shall inform the
Board of any change in events/circumstances/ conditions that may
interfere with their ability to perform their duties. Additionally,
Officers must disclose to the Company's Board of Directors, any
interest that they have that may conflict with the business of the
is also incumbent upon every Officer to make a full disclosure of
any interest which the Officer or Officer's immediate family, which
would include parents, spouse and children, may have in a company or
firm which is a supplier, customer, distributor of or has other
business dealings with his or her company.
Officer who is required to make a disclosure as mentioned above
shall do so, in writing, to his or her immediate superior, who shall
forward the information along with comments to the person designated
for this purpose by the Managing Director (MD) , who in turn will
place it before the MD and/or the board of directors/executive
committee appointed by the Board and, upon a decision being taken in
the matter, the Officer concerned will be required to take necessary
action as advised to resolve/avoid the conflict.
If an Officer fails to make a
disclosure as required herein, and the management of its own accord
becomes aware of an instance of conflict of interest that ought to
have been disclosed by the Officer, the management shall take a
serious view of the matter and consider suitable disciplinary action
against such Officer.
All Board Members & Senior
management shall not derive any benefit either themselves or assist others to
derive benefits from the access to and possession of any unpublished price
sensitive information about the Company. They shall comply with all the
guidelines issued by and shall make necessary disclosures to the SEBI in
respect of Insider Training.
All Board Members and other Senior Management shall not
accept, offer, receive, promise to pay any gifts, donations, remuneration,
hospitality, illegal payments, any benefits from customers, vendors,
consultants, etc. of the Company, which are intended, directly or indirectly,
to influence any of business decision, of the Company, or for commitment of any
fraud, or to practice any deception. Nominal gifts of Commemorative nature, for
special events may be accepted but shall be reported to the Board. All Board
Members and other Senior Management shall ensure that in their dealing with
suppliers, vendors and customers, the Company's interests are never
All the communication, to be made by the
Board Members and/or by other Senior Management of the Company, on
behalf of the Company, with outsiders, including the media , print
or electronic ,shall be made only by the person so authorized for
the purpose. Board Members and Senior Management shall take care
that all the confidential information of the Company doesn't pass to
outsiders which may cause detriment to the interest of the
9.WAIVER AND AMENDMENTS OF THE CODE
Company shall review and update the policies for the due compliance
of the Code and to that extent this Code is subject to modification.
Any amendment or waiver of any provisions of this Code must be
approved by the Company's Board of Directors and promptly disclosed
on the Company's website .
Any violation of this code shall
be reported to the Chairman of the Board of Directors, and it shall be
appropriately looked into and shall be dealt accordingly.