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Code of Conduct for Board Members and Senior
Management Personnel of the Company |
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INTRODUCTION |
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This Code of Conduct has been formulated with a view to ensure that
the directors and the senior management personnel of the Company
practice and adhere to the highest standards of official conduct in
terms of integrity, good principles, compliance with applicable
rules and regulation both internal and external, moral standards,
business and professional ethics and social values. |
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The Code intends
to lay down a system by which the directors and senior executives of
the Company observe a conduct that is exemplary and inspiring for
all the staff and employees at various levels of the organization.
This Code of Conduct has been approved by the Board of Directors at
its meeting held on October 18,
2011. Observance of the Code
shall also serve as compliance of relevant clause of the Corporate
Governance under Clause 49 of the Listing Agreement. |
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It is expected
that this Code of Conduct be observed by each and every employee in
due course of time. |
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The Company always strives to
upholds its values being quality of products and services,
transparency of conduct, honesty, compliance with law of the land
and social responsibilities and this code of conduct has been drawn
with a view to inculcate these values in each of its employees. |
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OBJECTIVE |
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The objectives of the Code are |
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* To conduct the business of
the Company with integrity, fairness and in a transparent manner;
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* To inculcate social and
moral values and principles in each employee of the Company, |
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* To respect the law of land
and to observe utmost compliance of the statutory requirements.
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APPLICABILITY |
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The Code is to be compulsorily
followed by all the directors of the Company, Senior Executives up
to the level of Vice President, Finance head of each division (if
any), Accounts head of each division, Department heads,
Occupiers at plants and also the Company Secretary (hereinafter
collectively referred to as the Senior Management Personnel). It is
expected that the Code be observed by each employee (with
necessary modifications as may apply) of the Company in due
course of time. |
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The Code is effective from October
18, 2011. |
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CODE OF CONDUCT |
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1. |
FIDUCIARY DUTY |
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The senior management personnel would observe
their fiduciary responsibility with respect to Company’s assets and
interests and shall in no way let their personal interests influence
execution of their responsibilities towards the Company. |
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2. |
CONFLICT OF INTEREST |
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The senior management personnel shall not let
their personal interest interfere with the interests of the Company.
They shall also not appropriate opportunities available to them
during the course of their work for personal gains at the cost of
Company’s benefits. |
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3. |
PROTECTION OF ASSETS |
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The senior management personnel shall endeavor to
protect the Company’s assets, both tangible and intangible and shall
ensure that they are put to proper and efficient use to derive
maximum gain to the Company. |
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4. |
KEEPING OF SECRETS AND CONFIDENTIAL INFORMATION |
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The senior
management personnel shall keep the trade secrets and confidential
information related to the Company acquired during the course of
their employment and shall not divulge them to any one for personal
gains or otherwise except at times when required by the Company for
specific reasons/purposes. |
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5. |
COMPLIANCE OF LAW |
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The senior management personnel shall exhibit
utmost respect to the law of the land and shall always make
compliance of statutory requirements in their personal capacity as
well as for the Company to the extent responsibility is delegated to
them. However in case they come to know about a potential default or
violation of law, it shall be brought to the notice of the concerned
officers, even if the same is not in their purview. |
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6. |
TIMELY INFORMATION TO THE COMPANY |
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The senior management personnel, especially the
directors shall give timely and correct information to the Company
as required under Corporate laws and otherwise and shall try to
conduct their transactions outside their relationship with the
Company with maximum transparency as possible. |
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7. |
UPHOLDING MORAL AND ETHICAL VALUES |
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The senior
management personnel shall conduct their transactions with honesty,
integrity and transparency. Through such conduct they shall try to
project an excellent picture of the Company to the outside world. |
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8. |
DEALING WITH OUTSIDE AGENCIES |
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While dealing with: |
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Shareholders |
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Try to resolve their problems with maximum
efficiency and shall give full and correct information about the
Company to the extent required according to law and according to
good corporate governance policies |
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Customers
and Business Associates |
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Be transparent and keep company’s business
objectives on top and refrain from being allured by material gains. |
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Government
Agencies |
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Ensure compliance of law and make proper and
timely reporting. Desist from influencing government officials
through unethical means. |
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9. |
RESPECT FOR CO-WORKERS |
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The senior management personnel shall treat each
of his/her colleagues, senior and subordinate with respect and
consideration for their thoughts and views and shall work in harmony
with them. Women employees shall be given distinguished treatment as
practiced in our society. |
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10. |
CONCURRENT EMPLOYMENT |
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The senior management personnel except ordinary
directors shall not take up any part time employment with any other
organisation/person even if it is outside office hours. The ordinary
directors should desist from joining Companies as directors or as
employees which can be considered to be our Company’s competitors. |
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11. |
REFRAIN FROM INSIDER TRADING |
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The senior management personnel shall refrain
from insider trading and shall follow the model code of conduct for
Insider Trading dated October 18, 2011 in its entirety. |
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12. |
ATTENDANCE AT BOARD MEETINGS |
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All the directors shall try to attend all the
meetings of the Board of Directors, Committees or shareholders
unless there are exceptional circumstances against the same. In the
case of abstinence, leave of absence should be sought well in
advance.(This code is advisable in nature and not mandatory.) |
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13. |
SOCIAL RESPONSIBILITIES |
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The senior management personnel shall encourage
and shall contribute by thoughts, efforts and material in Company’s
taking up any social causes which are philanthropic in nature. (This
code is advisable in nature and not mandatory.) |
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PENALTY FOR BREACH |
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It is advised that the Code of Conduct be
followed by all concerned in its true letter and spirit. This Code
may not be treated as a mere set of rules and regulations required
for working in the Company. It is intended at overall enhancement of
quality in execution of the job responsibilities. Observance of the
Code is as much in the interest of the individual concerned as it is
in the interest of the Company. |
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Breach of the Code by directors may be considered
by the Board of Directors and that by the other senior management
personnel be considered by the Managing Director. The penalty may be
decided as deemed suitable considering the nature of specific breach
which could include remuneration cut, suspension or termination of
employment or removal from office. |
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INTERPRETATION
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Any question related to the interpretation or
applicability of this Code may be addressed to the Company
Secretary. |
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