1. Applicability
This 'Code of Conduct' shall be applicable to all Board Members and
also to Senior Management Staff immediately one level below the Board
Members viz. all Functional Heads viz. Business Heads, Heads of
Finance, HR, Legal, IT, etc.
2. Conduct of Business
The Board Members and the Senior Management team shall conduct the
Company's business in an efficient and transparent manner and in
meeting its obligations to shareholders and other stakeholders.
The Board Members and the Senior Management team shall not be
involved in any activity that would have any adverse effect on the
objectives of the company or against national interest. The corporate
objectives to be pursued shall be to sustain the competitive edge of
the company and not to indulge in any activity, which is detrimental
to the society at large.
3. Quality Products and Services
The Board Members and the Senior Management team shall be committed
to supply products and services of the highest quality standard backed
by effective after sales services as per the requirements of the
customers to ensure their total satisfaction. The quality standards
shall meet the national/international standards.
4. Competition
The Board as well as the Senior Management team shall ensure that
the Company's products and services are made available to the
customers freely and shall not make any misleading statement about the
competitors' products and services or indulge in any unfair trade
practices.
5. Wealth Creation
The Board Members and the Senior Management team shall be committed
to enhance the shareholders' worth/value and shall strictly comply
with all regulations and laws that govern shareholders' rights. The
Board shall duly and fairly inform the shareholders all relevant
aspects about the company's business and disclose such information as
may be required, from time to time, in accordance with the applicable
rules and regulations.
6. Declarations to the Board
A Board Member shall not take membership of more than such number
of committees or act as Chairman of more than such number of
committees across all companies as is prescribed under applicable law
or provisions of Listing Agreement with Stock Exchanges. Every Board
Member shall inform the Board of all such membership at the beginning
of each financial year and also of every change as and when they take
place.
The Board Members and the Senior Management team shall inform their
equity holding in the company and any changes that may take place and
shall not indulge in any trading of the securities of the company
which would come within the purview of the Company's Insider Trading
Regulations. In case of any agreement or contract which is or shall be
entered into by and between two corporate entities, in which a
Director is interested, the Director shall forthwith draw the
attention of the Board about the fact and shall not participate in the
deliberations nor vote on the resolution relating to the same.
7. Financial reporting and disclosures to the regulatory
authorities, government agencies, etc.
The Board of Directors shall ensure that the financial statements
and reportings, made on behalf of the Company, do not contain any
untrue statement or omit any material fact or content that might be
misleading and shall strive to present a true and fair view of the
company's affairs in compliance with the prevailing Accounting
Standards, applicable laws and regulations.
8. Conflict of Interest
The Board Members and the Senior Management team shall not engage
in any activity or enter into any pecuniary relationship, which might
result in conflict of interest, either directly or indirectly. The
Board Members and the Senior Management team shall not derive any
personal benefit by influencing any decision relating to any
transaction or involve in any dealing with the company's promoters,
its management or its subsidiaries, suppliers, shareholders and other
stakeholders which, in the judgment of the Board, may affect the
independence of judgment of the Director concerned.
9. Security Transaction & Confidential Information
The Board Members and the Senior Management team and their
families, viz: dependent spouse and dependent children, shall not
derive any benefit or assist others to derive any benefit from the
access to and possession of information about the affairs of the
company which is not in public domain and thus, constitute insider
information. Insider information shall include beneficial information
such as profits, dividends, bonus/rights issues,
investment/disinvestments decisions/plans, major contracts, buy back
scheme, introduction of new products, acquisition/disposal of
businesses/units, etc.
10. Protecting Company's Assets
The Directors and the Senior Management team shall not indulge or
encourage any activity, which would result in misuse of the Company's
assets. This would include both tangible and intangible assets such as
equipment, machinery, systems, material resources, intellectual
property rights, goodwill, trademarks, patents, etc.
11. Outside Activities
All Board Members as well as the Senior Management team shall be
free to pursue any kind of civil/political activities and can become
Members or Office Bearers of any Trade Organization so long as it does
not adversely affect or is detrimental to the business interests of
the Company.
12. Reporting
The Directors and the Senior Management team shall immediately
bring to the notice of the Board about any unethical behavior, actual
or suspected fraud or violation of company's policies.
13. Gifts & Donations
The Board Members and the Senior Management team shall neither
receive nor offer or make directly/indirectly any illegal payments,
gifts, donations or any benefits which are intended to obtain business
or unethical favors save and except nominal gifts which are customary
in nature or associated with festivals.
14. Compensation and Disclosures
The fees and compensation payable to the Board Members (both
executive and non-executive) shall be fixed in accordance with the
approvals as per the applicable provisions of law and the same will be
fully disclosed in the Annual Report to the Members.
15. Adoption and Commencement
This Code of Conduct was adopted by the Board of Directors by a
Resolution in the board meeting dated 25th November, 2005 and shall be
deemed to have come into force with effect from 1st December, 2005.
16. Compliance with Code of Conduct
This is obligatory on the part of every Officer to make the
disclosure under the Code affirming their adherence to the Code as per
the format given in 'Annexure A' of the Code. This disclosure shall be
made to the Company Secretary/ Compliance Officer within 30 days of
close of every financial year.
'Annexure A'
CODE OF CONDUCT
COMPLIANCE OF CODE OF CONDUCT *
I do hereby solemnly affirm that to the best of my knowledge and
belief, I have fully complied with the provisions of the CODE OF
CONDUCT FOR BOARD MEMEBERS AND SENIOR MANAGEMENT PERSONS during the
financial year ended
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(to be submitted
within 30 days of close of every financial year)
