Preamble :-
All Directors and Senior Management (officers) must act within the authority conferred upon them with a duty to make and enact informed decisions and policies in the best interest 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 Directors/officers. The Company appoints the Company Secretary/ Managing Director as a Compliance Officer for the purpose of the code, who will be available to directors and senior management to answer questions and to help them to comply with the code.
1. Honesty & Integrity :-
All directors and officers of the Company shall conduct their activities, on behalf of the company and on their personal behalf, with honesty, integrity and fairness. All directors will act in good faith, responsibly, with due care, competence and diligence, without allowing their independent judgment to be subordinated. Directors will act in the best interests of the Company and fulfill the fiduciary obligations.
2. Conflict of Interest :-
Directors and officers of the Company shall not engage in any business relationship or activity, which may be in conflict of interest of the Company.
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 :-
- Directors and officers 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.
- Directors/officers 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.
- Directors and officers 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.
If such related party transaction in unavoidable, it must be
fully disclosed to the board or to the CFO/Chairman of
the Company.
3. Compliance :-
Directors and officers 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 must report any possible violation of law, rules, regulation or the code of conduct to the Company Secretary/ Chairman.
4. Other Directorships :-
The Company feels that serving on the board of directors of other companies may raise substantial concerns about potential conflict of interest. And therefore, all directors must report / disclose such relationships of the Board on an annual basis. It is felt that service on the board of a direct competitor is not in the internet of the company.
5. Confidentiality of Information :-
Any information concerning the Company’s business, its customers, suppliers etc., which is not in the public domain and to which the director/officer 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/officer shall provide any information either formally or informally, to the press or any other publicity media, unless specially authorized.
6. Prevention of Insider Trading :-
No director and officers of the Company shall not derive 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/officers will comply with insider trading guidelines as issued by SEBI.
7. Gift & Donations :-
No directors and officers of the Company shall receive or offer, directly or indirectly, any gifts, donations, hospitality, illegal payments and comparable benefits which are intended (or perceived to be intended) to obtain business favours or decisions for the conduct of business. Normal gifts of commemorative nature, for special events may be accepted/offered and reported to the Board/Chairman.
8. Protection of Assets :-
Directors and Officers 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 :-
Once every year or upon revision of this code, every director and officer must acknowledge and execute and understanding of the code and an agreement to comply. New directors and officers will sign such a deed at the time when their directorship begins. |
