CODE OF CONDUCT
Healthy growth of an organization depends upon strict adherence to well defined ethical
principles which guide inter se relationship among its personnel as well as their conduct
covering entire gamut of their activities. Professional skill and specialization coupled with
loyalty and honesty create an ethical culture which is the institutional strength of a
progressive industrial enterprise. Reputation of a business organization depends upon its
dealings which should bear an unmistakable stamp of these qualities.
The revised clauses 49 of the Listing Agreement as directed by SEBI vide circular
no.SEBI/CFD/DIL/CG/1/2004/12/10 dated October 29, 2004 provides that:
(i) The Board shall lay down a code of conduct for all Board members and senior
management of the company.
(ii) All Board members and senior management personnel shall affirm compliance with the
code on an annual basis.
The Board of Directors of the Company has therefore considered and laid down formally the ''Code of Conduct
and Ethics" for the Board members and senior management of the Company (hereinafter referred to as "Code").
The Purpose of this code is to:-
Deter wrongdoing and promote ethical conduct of the Board members and the senior management of the Company.
Guide and help in recognizing and dealing with the ethical issues.
Mechanism to report unethical conduct.
To help foster a culture of honesty and accountability.
Uphold the standards in day to day activities.
Compliance of all applicable laws, rules and regulations and other policies and procedures adopted by the Company.
Maintain the confidentiality of all material non-public information about the Company ,its business and affairs and make no use of it other than for Company's interest.
2. Persons to whom the Code is applicable
This code is applicable to the following persons (hereinafter referred to as ' officers' of the Company) :
3. Compliance with all the existing laws and existing Company policies
All the officers, Employees and Directors of the Company shall ensure due compliance with all the existing local, state, national and international laws and also comply with all the exiting procedures, rules and regulation of the Company. Should they come across or witness any non compliance by any subject, they are expected to notify the same to the Company Secretary at the earliest. Any lapse in this regard may invoke action.
4. Conflict of Interest
The growth and development of the Company shall always be uppermost in the minds of all employees, officers and Directors. They are expected to avoid all situations that might lead to a real or apparent material conflict between the selfinterest and the official duties and responsibilities and act in the best interest of the Company. A Conflict of Interest occurs when a person's interest interferes in any way or even appears to interfere with the interest of the Company. But if a situation of this nature ever arises, the interest of the Company shall always reign supreme. There can be pulls and pressures from our competitors , customers , suppliers etc. But if anything goes against the interest of the Company, it should be strongly resisted. It is not possible to define each and every situation where 'Conflict of Interest' appears to interfere with that of the Company interest , as the same may differ from situation to situation, person to person and time to time. Some of the example where Conflict of interest appears are - Sale or Purchase of Goods either through himself, his/her relatives or through third party where he/she has any interest ; working in any capacity for a competitor , customer etc ; Competing with the Company for the purchase or sale of property, products, services or other interests.
The Employees, officers and Directors shall avoid each and every situation , where there appears to be conflict of their individual interest with that of the Company and in case there is likely to be a conflict of interest, all senior executives, officers and directors must disclose to the Company Secretary any material transaction or relationship that reasonably could be expected to give to such a conflict and the Company Secretary shall inform the Board of any such disclosure. Conflict of Interest involving Company Secretary shall be disclosed directly to the Board of Directors.
5. Fair treatment of all employee
The Company is committed to provide cordial work environment where all the employees are treated fairly and they shall not be discriminated on any grounds such as race, caste, creed, colour, national origin or ancestry, physical or mental disability, medical condition, martial status, age, sex or any other basis protected by any applicable law, rules or regulations.
6. Protection of Confidential information and Company's Property
All the Employees, Officers and Directors of the Company shall protect the confidential information and also ensure that such confidential information is safeguarded at all levels of the organization. The Company's confidential information includes product processes, sources, codes, electronic resources (including hardware, software and the data thereon) , product plans and road maps, names and list of the customers, dealers, employees and financial information like quarterly/yearly results not declared , cost sheet etc. All the confidential information obtained must be used only for the Company's business purposes only. However this obligation also extends to the confidential information obtained by the Company from third parties under the non-disclosure agreements.
All the officers of the Company shall protect the Company's property and shall use the same for the company's business purposes only. Any suspected loss, misuse or theft should be reported to the manager/supervisor or the Company Secretary.
7. Protection of interests of our stakeholders
The Officers shall protect the interest of all Stakeholders of the Company and shall be accountable to them. The stakeholders will broadly include Shareholders, Financial institutions, Banks, Customers and Employees.
8. Honest and ethical conduct
The Employees, Officer and Directors of the Company shall act in accordance with the highest standards of personal and professional integrity, honesty and ethical conduct, while working on the Company's premises, at off sit locations, where the Company's business is being conducted , at Company sponsored business and social events or at any other place where officers are representing the Company. Honest conduct is to be construed as that conduct that is free from any fraud or deception or misrepresentation and ethical conduct to be that conduct conforming to the accepted professional standards of conduct and there should not be apparent conflicts of interest between personal and professional relationship.
9. Protection of Environment, Health and Safety
All the Employees, Officers and Directors of the Company shall take necessary action to protect the environment and also ensure the health and safety of themselves , employees, workers and society at large. They must comply with all environmental, health and safety laws, rules and regulations.
10. Insider Trading
All the Officers, Employees and Directors of the Company shall in no way deal directly or indirectly with the securities of the Company on the basis of any price sensitive information. Price Sensitive Information means any information which relates directly or indirectly to a Company and which , if published , is likely to materially affect the price of securities of the company and shall include periodical financial results of the Company, intended declaration of dividend (both interim and final), issue of securities, buy back of securities , any major expansion plans or execution of new projects, amalgamation , mergers or takeovers, disposal or whole or substantial part of undertaking or any significant changes in policies, plans or operations of the Company.
All the officer, Employees and Directors of the company shall also comply with the company's Code of Conduct for Prevention of Insider Trading.
11. Fair Dealing
The Employees, Officers and Directors of the Company should not take any unfair advantage of anyone through manipulation, concealment, abuse of power and privileged information, misrepresentation of material facts or any other intentional unfair dealing practice.
No gifts or entertainment should ever be offered, given, provided or accepted by any officer, if it :
is inconsistent with customary practices, whether business , trade or otherwise.
is Excessive in value.
can be construed as a bribe or payoff and
Violate any laws or regulations.
13. Non - Compliance
In case of any non-compliance of any of the provisions of this code of conduct, the same shall be reported to the Board of Directors through Managing Director of the Company. Further, the Audit Committee shall undertake an investigation under the matter for such non compliance.
All employees , officers and directors are expected to comply with all of the provisions of this code. Any violations will be dealt with immediately, including subjecting persons to corrective and / or disciplinary action such as dismissal or removal from office.
The Company Secretary will be primarily responsible for the enforcement of this code, subject to the supervision of the Board of Directors or in the case of Accounting, internal accounting control, compliance with the accounting standards or other auditing matters, the Chief Financial Officer shall be primarily responsible. The Company will devote the necessary resources to enable the Company Secretary to establish such procedures as may be reasonably necessary.
14. Any amendments or modification to the Code of Conduct
This code of conduct is subject to modification. The Board of Directors has the requisite powers and the authority to update and amend the Code of Conduct from time to time.