Code of
Conduct for Board Members and Senior Management Personnel of the
Company
Introduction
This code of conduct has been formulated with a view to ensure that
the directors and the senior management personnel of the Company
practice and adhere to the highest standards of official conduct in
terms of integrity, good principles, compliance with applicable
rules and regulation both internal and external, moral standards,
business and professional ethics and social values.
The code intends to lay down a system by which the directors and
senior executives of the Company observe a conduct that is exemplary
and inspiring for all the staff and employees at various levels of
the organization. This code of conduct has been approved by the
Board of Directors at its meeting held on December 13, 2005.
Observance of the code shall also serve as compliance of relevant
clause of the Corporate Governance under clause 49 of the Listing
Agreement.
It is expected that this code of conduct be observed by each and
every employee in due course of time.
The Company always strives to upholds its values being quality of
products and services, transparency of conduct, honesty, compliance
with law of the land and social responsibilities and this code of
conduct has been drawn with a view to inculcate these values in each
of its employees.
Objective
The objectives of the Code are :
- To conduct the business of the Company with integrity,
fairness and in a transparent
manner ;
- To inculcate social and moral values and principles in each
employee of the
Company ;
- To respect the law of land and to observe utmost compliance of
the statutory
requirements.
Applicability
The Code is to be compulsorily followed by all the directors of the
Company, Senior Executives upto the level of Vice President, finance
head of each division (if any), accounts head of each division,
department heads, ‘occupiers’ at plants and also the Company
Secretary (hereinafter collectively referred to as the senior
management personnel). It is expected that the Code be observed by
each employee (with necessary modifications as may apply) of the
Company in due course of time.
The Code is effective from December 13, 2005.
The Code of Conduct
- Fiduciary Duty – The Senior Management Personnel would observe
their fiduciary responsibility with respect to Company’s assets
and interests and shall in no way let their personal interests
influence execution of their responsibilities towards the Company.
- Conflict of Interest – the Senior Management personnel shall
not let their personal interest interfere with the interests of
the Company. They shall also not appropriate opportunities
available to them during the course of their work for personal
gains at the cost of Company’s benefits.
- Protection of Assets – the Senior Management personnel shall
endeavor to protect the Company’s assets, both tangible and
intangible and shall ensure that they are put to proper and
efficient use to derive maximum gain to the Company.
- Keeping of secrets and confidential information - the Senior
Management personnel shall keep the trade secrets and confidential
information related to the Company acquired during the course of
their employment and shall not divulge them to any one for
personal gains or otherwise except at times when required by the
Company for specific reasons/purposes.
- Compliance of Law – The Senior Management personnel shall
exhibit utmost respect to the law of the land and shall always
make compliance of statutory requirements in their personal
capacity as well as for the Company to the extent responsibility
is delegated to them. However in case they come to know about a
potential default or violation of law, it shall be brought to the
notice of the concerned officers, even if the same is not in their
purview.
- Timely information to the Company – The Senior Management
personnel, especially the directors shall give timely and correct
information to the Company as required under Corporate laws and
otherwise and shall try to conduct their transactions outside
their relationship with the Company with maximum transparency as
possible.
- Upholding moral and ethical values – The senior management
personnel shall conduct their transactions with honesty, integrity
and transparency. Through such conduct they shall try to project
an excellent picture of the Company to the outside world.
- Dealing with outside agencies – While dealing with :
shareholders - try to resolve their problems with maximum
efficiency and shall give full and correct information about the
Company to the extent required according to law and according to
good corporate governance policies
customers and business associates – be transparent and keep
company’s business objectives on top and refrain from being
allured by material gains.
Government agencies – ensure compliance of law and make proper and
timely reporting. Desist from influencing government officials
through unethical means.
- Respect for co-workers – The Senior Management personnel shall
treat each of his/her collegue, senior and subordinate with
respect and consideration for their thoughts and views and shall
work in harmony with them. Women employees shall be given
distinguished treatment as practiced in our society.
- Concurrent Employment – The Senior management personnel except
ordinary directors shall not take up any part time employment with
any other organisation/person even if it is outside office hours.
The ordinary directors should desist from joining Companies as
directors or as employees which can be considered to be our
Company’s competitors.
- Refrain from Insider Trading – The Senior management personnel
shall refrain from insider trading and shall follow the model code
of conduct for Insider Trading dated December 13, 2005 in its
entirety.
- Attendance at Board Meetings – All the directors shall try to
attend all the meetings of the Board of Directors, Committees or
shareholders unless there are exceptional circumstances against
the same. In the case of abstinence, leave of absence should be
sought well in advance. – This code is advisable in nature and not
mandatory.
- Social responsibilities – The senior management personnel
shall encourage and shall contribute by thoughts, efforts and
material in Company’s taking up any social causes which are
philanthropic in nature - This code is advisable in nature and not
mandatory.
Penalty for breach
It is advised that the Code of Conduct be followed by all concerned
in its true letter and spirit. This Code may not be treated as a
mere set of rules and regulations required for working in the
Company. It is intended at overall enhancement of quality in
execution of the job responsibilities. Observance of the Code is as
much in the interest of the individual concerned as it is in the
interest of the Company.
Breach of the Code by directors may be considered by the Board of
Directors and that by the other senior management personnel be
considered by the Managing Director. The penalty may be decided as
deemed suitable considering the nature of specific breach which
could include remuneration cut, suspension or termination of
employment or removal from office.
Interpretation
Any question related to the interpretation or applicability of this
Code may be addressed to the Company Secretary. |