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Code of Conduct for Directors and Senior Management

Preamble

All Directors, Senior Management must act within the bounds of the authority conferred upon them and with a duty to make and enact informed decision 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 for the purposes of the code.

  • Applicability

    The code is applicable to all the ‘Members of Board of Directors’ of the Company and its ‘Senior Management Personnel’ herein after both the terms referred to as the  ‘Officers’.

    (‘Senior Management Personnel’ shall mean personnel of the Company who are  members of its core management team excluding Board of Directors. This includes all members of management one level below the Board of Directorsand functional heads.)

  • Honesty and Integrity

    It is expected from all the officers to regulate their conduct with high standards of utmost honesty and integrity. The Company has belief that honesty and integrity with internal conduct would be weighed by their external behaviour, while entering into transactions with outside parties, working on company’s premises and outside locations.

  • Conflict of Interest

    Conflict of interest occurs when there is interference of personal interest with the interest of the organization. Thereby, officers of the company shall not engage in any business, relationship, activity which involves or appears to involve such conflict.

    Officers as well their families should not invest in a company, customer, supplier, developer, competitor and should refrain from investment that compromise their responsibility towards the Company.

    Related party transaction should in all possibilities be avoided (relative means as define under Companies Act).  Even if it is necessary to enter in such transaction, it must be fully disclosed to the Board or to the CEO of the Company.

  • Compliance

    Officers are requested to comply with all applicable laws, rules & regulations, both in letter and in spirit.

    The members of the core management of the Company shall initiate all actions deemed necessary for proper dissemination of relevant information to the Board of Directors, Auditors, other Statutory Auditors as required by all applicable laws, rules and regulations.

  • Confidentiality of Information

    Any information concerning the Company’s business, its customers, suppliers etc. which is not in public domain to which a director has access or possess such information, must be considered confidential held in confidence, unless authorized to do so and when disclosure is required as a matter of law.  No director shall provide any information either formally or informally to the press or any other publicity media, unless specially authorized.

  • Gifts & Donations

    No officer of the Company shall receive/offer, directly or indirectly, any gifts, donations, remuneration hospitality, illegal payments and comparable benefits which are intended or perceived to be intended to obtain business (or uncompetitive) favours or decisions for conduct of business.Nominal gifts of commemorative nature for special events may be accepted.

  • Protection of Assets

    Officers must protect the Company’s Assets and should endeavour not to exploit them for their own personal gains.

    Alongside, officers may also not exploit for their own personal gains any opportunities discovered through use of corporate property, information or position, unless the opportunity is disclosed fully in writing to the Company’s Board of Directors.

  • Duties of Independent Directors

    In addition to the duties envisaged for directors under Section 166 of the Companies Act, 2013, the Independent Directors of the company shall have the following duties :

    (1) to undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the company;

    (2) to seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice and opinion of outside experts at the expense of the company;

    (3) to strive to attend all meetings of the Board of Directors and of the Board committees of which he is a member;

    (4) to participate constructively and actively in the committees of the Board in which they are chairpersons or members;

    (5) to strive to attend the general meetings of the company;

    (6) where they have concerns about the running of the company or a proposedaction, to ensure that these are addressed by the Board and, to the extent that they are not resolved, insist that their concerns are recorded in the minutes of theBoard meeting;

    (7) to keep themselves well informed about the company and the external environment in which it operates;

    (8) not to unfairly obstruct the functioning of an otherwise proper Board or committee of the Board;

    (9) to pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure themselves that the same are in the interest of the company;

    (10) to as certain and ensure that the company has an adequate and functional vigil mechanism and to ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use;

    (11) to report concerns about unethical behaviour, actual or suspected fraud or violation of the company’s code of conduct or ethics policy;

    (12) acting within his authority, to assist in protecting the legitimate interests of the company, shareholders and its employees;

    (13) not to disclose confidential information, including commercial secrets, technologies, advertising and sales promotion plans, unpublished price sensitive information, unless such disclosure is expressly approved by the Board or required by law.

  • Violation of the Code

    Part of an Officer’s job, and of his or her ethical responsibility is to help enforce this Code. Officers should be alert to possible violations and report this to the HR department or the finance department.  Officers must cooperate in any internal or external investigations of possible violations.  Reprisal, threat, retribution or retaliation against any person who has, in good faith, reported a violation or a suspected violation of law, this Code or other Company policies, or against any person who is assisting in any investigation or process with respect to such a violation, is prohibited.

    Actual violations of laws, this Code, or other Company policies or procedures, should be promptly reported to the HR Department or the finance department.

    The Company will take appropriate action against any Officer whose actions are found to violate the Code or any other policy of the Company.  Disciplinary actions may include immediate termination of employment at the Company’s sole discretion.  Where the Company has suffered a loss, it may pursue its remedies against the individuals or entities responsible.  Where laws have been violated, the Company will cooperate fully with the appropriate authorities.

  • Waiver & Amendments of the Code

    We are committed to continuously reviewing and updating our policies and procedures.  Therefore, this code is subject to modification.  Any amendment or waiver of any provision of this Code must be approved in writing by the Company’s board of directors and promptly disclosed on the Company’s website and in applicable regulatory fillings pursuant to applicable laws and regulations, together with details about the nature of the amendment or waiver.

  • Acknowledgement of receipt of Code

    The members of the Board of Directors of the Company and the Senior Management Personnel to whom this Code is applicable shall give the following acknowledgement :

    “I have received and read the Company’s Code of Conduct for Board Members and Senior Management Personnel” (the “Code”).  I understand the standards and policies contained in the Code and understand that there may be additional policies or laws specific to my job. I agree to comply with the Code.

    If I have questions concerning the meaning or application of the Code, any company policies, or the legal and regulatory requirements applicable to my job, I know I can consult the HR department or the finance department, and that my question or reports to these sources will be maintained in confidence.