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| Code of Business Conduct & Ethics |
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Introduction
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This Code of Business Conduct and Ethics ('Code') helps ensure compliance with legal requirements and our standards of business conduct. Board Members and Senior Management are expected to read and understand this Code of Business Conduct & Ethics and uphold these standards in day-to-day activities, comply with all applicable policies & procedures. It would be the responsibility of the Board and the Senior Management of the company to oversee compliance with the Code Because the principles described in this Code of Business Conduct and Ethics are general in nature, you should also review all applicable Company policies and procedures for more specific instruction. You can also contact the Human Resources Department or Legal Department if you have any questions. We are committed to continuously reviewing and updating our policies and procedures. Therefore, this Code of Business Conduct and Ethics is subject to modification. The Company may update the code from time to time. |
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Definitions and Interpretations
The term "Board Members or Board" shall mean Directors on the Board of Directors of the Company.
The term "Senior Management" shall mean all functional heads of the company, corporate Management committee and the company secretary / compliance officer.
The term "Officers" shall mean employees of the company and shall include board members and senior management of the company.
The term "Relative" shall have the same meaning as defined in Section 6 of the Companies Act, 1956. (Refer Schedule IA) Nothing in this Code, in any Company policies and procedures, or in other related communications (verbal or written), creates or implies an employment contract or term of employment. |
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Conduct of Employees
We expect all Officers of the company to act in accordance with the highest standards of personal and professional integrity, honesty and ethical conduct, while working on the Company's premises or at any other place where Officers are representing the Company. We consider honest conduct to be conduct that is free from fraud or deception. We consider ethical conduct to be conduct conforming to the accepted professional standards of conduct. Ethical conduct includes the ethical handling of actual or apparent conflicts of interest between personal and professional relationships. |
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Conflict of Interest
An Officer's duty to the Company demands that he or she avoids and discloses actual and apparent conflicts of interest. A conflict of interest exists where the interests or benefits of one person or entity conflict with the interests or benefits of the Company. Examples include: a. Employment:
In consideration of employment with the Company, Officers are expected to devote their full attention to the business interests of the Company. Officers are prohibited from engaging in any activity that interferes with their performance or responsibilities to the Company, or is otherwise in conflict with or prejudicial to the Company. Our policies prohibit Officers from accepting simultaneous employment with suppliers, customers or competitors of the Company, or from taking part in any activity that enhances or supports a competitor's position. Additionally, Officers must disclose to the Company's audit committee, any interest that they have that may conflict with the business of the Company. |
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Declarations to the Board
a)Director's Membership
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.
b)Business Interests
If an Officer is considering investing in any customer, supplier or competitor of the Company, he or she must first take care to ensure that these investments do not compromise on their responsibilities to the Company. Our policy requires that Officers first obtain approval from the Company's audit committee before making such an investment. Many factors should be considered in determining whether a conflict exists, including the size and nature of the investment; the Officer's ability to influence the Company's decisions; his or her access to confidential information of the Company or of the other company; and the nature of the relationship between the Company and the other company.
c)Related parties
As a general rule, Officers should avoid conducting Company business with a relative, or with a business in which a relative is associated in any significant role. The Company discourages the employment of relatives of Officers in positions or assignments within the same department. Further, the Company prohibits the employment of such individuals in position that have a financial dependence or influence (e.g., an auditing or control relationship, or a supervisor / subordinate relationship).
d)Payments or gifts from others
Under no circumstances any Officers accept any offer, payment, promise to pay, or authorization to pay any money, gift, or anything of value from customers, vendors, consultants, etc., that is perceived as intended, directly or indirectly, to influence any business decision, any act or failure to act, any commitment of fraud, or opportunity for the commitment of any fraud,
e)Corporate Opportunities
Officers may not exploit for their own personal gain, opportunities that are discovered through the use of corporate property, information or position, unless the opportunity is disclosed fully in writing to the Company's board of directors and the board declines to pursue such opportunity.
f)Other situations
Because other conflicts of interest may arise, it would be impractical to attempt to list all possible situations. If a proposed transaction or situation raises any questions or doubts, Officers must consult the Company's audit committee.
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Protecting Company's Interest
The officers of the company 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. |
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Compliance with Statutes, Laws and Regulations
All Officers must comply with all applicable Statutes, laws, rules and regulations. They must acquire appropriate knowledge of the legal requirements relating to their duties sufficient to enable them to recognize potential dangers and to know when to seek advice from the finance department. Violations of applicable Statutes, laws, rules and regulations may subject Officers to individual criminal or civil liability, as well as to disciplinary action by the Company. Such individual violations may also subject the Company to civil or criminal liability or the loss of business. |
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Violations of the Code
Part of an Officer's job and of his or her ethical responsibility, is to help this code. Officers should be alert to possible violations and report this to 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. |
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Waivers and 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. |
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Adoption and Commencement
This Code of Conduct was adopted by the Board of Directors by a Resolution dated 29th October, 2005 passed at their meeting and shall be deemed to have come into force with effect from 01st January, 2006 |
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