Code of Conduct
Code of Conduct for Board Members and Senior Management
(Vide Clause 49 of the Listing Agreement)
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, Communications 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.
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.
6a. 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.
6b. Duties of Independent Directors shall be to:
- Undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the company;
- 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;
- Strive to attend all meetings of the Board of Directors and of the Board committees of which he is a member;
- Participate constructively and actively in the committees of the Board in which they are chairpersons or members;
- Strive to attend the general meetings of the company;
- Where they have concerns about the running of the company or a proposed action, 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 the Board meeting;
- Keep themselves well informed about the company and the external environment in which it operates;
- Not to unfairly obstruct the functioning of an otherwise proper Board or committee of the Board;
- 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;
- Ascertain 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;
- Report concerns about unethical behaviour, actual or suspected fraud or violation of the company's code of conduct or ethics policy;
- Acting within his authority, assist in protecting the legitimate interests of the company, shareholders and its employees;
- Not 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.
7. 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 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/disinvestment 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 Organisation so long as it does not adversely affect or is detrimental to the business interests of the Company.
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 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 favours 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 dated 28th February, 2005 passed by circulation and shall be deemed to have come into force with effect from 1st April, 2005.
This policy was amended vide Board resolution dated 27 September 2014 and the amended policy shall come into force with effect from 01 October 2014.