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.

 

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 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.

 

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 requirement of the customers to ensure their total satisfaction. The quality standard shall meet the competitors’ standards.

 

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.

 

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 law 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 rule and regulations.

 

Declarations to the Board

The Board Members shall not take membership of more than such no. of committee or act as Chairman of more than such no. of committee across all Companies as is prescribe 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 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 change 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 the 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.

 

Financial reporting and disclosures to the regulatory authorities, government agencies etc.

The Board of Directors shall ensure that the financial statements and reporting, 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 prevailing Accounting Standards, applicable laws and regulations.

 

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 judgement of the Board may effect the independence of judgement of the Director concerned.

 

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 form 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 business / units etc.

 

Protecting Company’s Assets

The Board Members and the senior Management 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 patent etc.

 

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 Member or Office bearer of Trade Organization so long as it does not adversely affect or is detrimental to the business interest of the Company

 

Reporting

The Directors and the senior Management team shall immediately bring to the notice of the Board about any unethical behaviour, actual or suspected fraud or violation of the Company’s policies.

 

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 favours save and except nominal gifts which are customary in nature or associated with the festivals.

 

Compensation and Disclosures

The fees and compensation payable to the Board Members (both executive and non-executive) shall be fixed in accordance with approvals as per the applicable provisions of law and the same will be fully disclosed in the Annual Report to the Members.

 

Adoption and Commencement

This Code of Conduct is adopted by the Board of Directors by a resolution Dated January 31, 2006 passed at their meeting held at Corporate Office of the Company.”