Code of conduct for Directors and Senior Management Executives pursuant to Clause 49I(D) of the Listing Agreement.
The Objectives
1)To establish standards of ethical conduct for Directors and Senior Management Executives based on acceptable belief and values one upholds.
2)To uphold the sprit of social responsibility and accountability in line with the legislations, regulations and guidelines governing the Company.
3)The principles on which this Code relies are those that concern transparency,integrity, accountability and corporate social responsibilities. In the performance of his duties a director is expected to observe the standards laid down in the Code.
1. Corporate Governance
The Company Directors –
1.Should have a clear understanding of the business, plants, key people,management structure and capabilities and capacity of the Company.
2.Should devote time and effort to attend meetings and to know what is required of the Board and each of its Directors and to discharge those functions.
3.Should ensure at all times that the Company is properly managed and effectively controlled.
4.Should stay abreast of the affairs of the Company and be kept informed of the Company’s Compliance with relevant legislations and contractual requirements.
5.Should insist on being kept informed on all matters of importance to the Company (such as appointments of key personnel, labour related major events, accidents, orders of big size, legal notices and actions, major law suits against the Company etc.) in order to be effective in corporate management.
6.Should limit his Directorship of Companies to a number in which he can best devote his time and effectiveness, each Director is an own judge of his abilities and how best to manage his time effectively in the Company in which he holds Directorship.
7.Should have access to the advice and services of the Company Secretary,who is responsible to the Board to ensure proper procedures, rules and regulations are complied with.
8.Should have a clear understanding of the distribution of powers relating to the management of the Company’s affairs among the shareholders,Board and Executive Directors.
9.Should at all times exercise his powers for the purposes they were conferred, for the benefit and prosperity of the Company.
10.Should disclose immediately all contractual interests, whether directly or indirectly, in any manner, which gives the Director or his relative or firm,associates, any pecuniary benefit, regardless of the value involved with the Company.
11.Should neither divert to his own advantage any business opportunity that the Company is pursuing, nor may he use confidential information obtained by reason of his office for his own advantage or that of others.
Directors shall not make use of specific information relating to the Company for personal interest (insider trading).
12.Should at all times act with utmost good faith towards the Company in any transaction and act honestly and responsibly in the exercise of his powers in discharging his duties.
13.Should be willing to exercise independent judgment and, if necessary, openly oppose if the vital interest of the Company is at stake.
2. Relationship with Shareholders, Employees, Creditors and Customers
The Company Directors –
a)Should be conscious of the interest of shareholders, employees, creditors and customers of the Company and should endeavor to promote and safeguard their interest and ensure that the Company has a system for redressal of their grievances.
b)Should at all times promote professionalism and raise competency of management and employees.
c)Should ensure adequacy safety measures and provide proper protection to workersand employees at work places.
3. Social Responsibilities and the Environment
The Company Directors –
a)Should ensure that necessary steps are taken by the Company to have a system for reporting compliance / non-compliance with all laws, rules, regulations, applicable to the Company.
b)Should adopt an objective and positive attitude and give the utmost cooperation for the common good when dealing with government authorities or regulatory bodies.
c)Should ensure effective use of natural resources, and to improve quality of life by promoting corporate social responsibilities.
d)Should ensure that the Company does not do anything by which any harm is done to the environment and that the Company complies with all laws, rules and regulations seeking to control and reduce pollution of all types and protect the environment.
e)Should ensure that the activities and the operations of the Company do not harm the interests and well being of the Society at large.
4. Exercise of powers and functions
The Directors-
4.1 Should-
1. act with propriety in dealing with the Company ;
2. act in good faith and in the best interest of the Company;
3. Exercise the degree of care, diligence and skill which a “reasonably prudent person would exercise in comparable circumstances”;
4.transfer or hold as trustee until transferred all cash or assets acquired on behalf of the Company
5. attend meetings of the Board of Directors of the Company with reasonable regularity;
6. keep proper accounting records and make such records available for inspection.
7.Disclose to the Board and inform to the Secretary of the Company promptly any dealings in the shares of the Company ( Directly or indirectly)
8.Abide by the Code of Insider Dealing.
4.2 Should not-
1)exceed their jurisdiction;
2)unless authorized by the Company , make use of any confidential information acquired by way of their position as Directors of the Company , or compete with the Company;
3)use the assets of the Company for any illegal purpose;
4)indulge in Insider Trading at all times;
5)disclose in any manner any information which is likely to have any impact on the price of the Company’s share (undisclosed price sensitive information).