The purpose of this Code is to lay down the rules/Guidelines for the Directors and Sr. Management to be followed in the course of conducting the business of the Company. The matters covered in this Code are of utmost importance to the Company, shareholders and other stakeholders.
This Code shall come into force with immediate effect. Each Director/Officer (as defined herein below) shall be duty-bound to follow the provisions of this Code in letter and spirit. Any instance of non-compliance of any of the provisions shall be a breach of ethical conduct and shall be viewed seriously by the Company.
This Code of Conduct applies to all the members of the Board of Directors of the Company; (hereinafter referred to as the "Directors") and the business heads of the businesses of the Company(hereinafter referred to as "Officers")
All the Directors/Officers are expected to act in accordance with the highest standards of personal and professional integrity, honesty and ethical conduct, while working at the Company's premises, at offsite locations, at Company's sponsored business and social events, and/or at any other place where the Directors/Officers represent the Company.
We consider honest conduct to be conduct that is free from fraud and/or deception.
We consider ethical conduct to be conduct conforming to the accepted professional standards of conduct. Ethical conduct includes ethical handling of actual or apparent conflicts of interest as specified in III below between personal and professional relationships.
The Directors and Officers shall adhere to the Principles and Values adopted by Company. Few of them are enumerated below:
The Directors/Officers of the Company shall avoid actual and apparent conflicts of interest with the Company and in case there is conflict, it shall be promptly disclosed. A conflict of interest exists where the interests or benefits of one person or entity conflicts with the interests or benefits of the Company. For e.g.:
The Company's assets should be used only for the legitimate business purposes of the Company. The Directors/Officers of the Company are prohibited from using Company's assets, confidential or proprietary information or position for personal gain.
Directors/Officers must comply with all applicable governmental laws, rules and regulations. Directors/Officers 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 and/or Legal Department.
Violations of applicable governmental laws, rules and regulations may subject Directors/Officers to individual criminal and/or civil liability. Such individual violations may also subject the Company to civil and/or criminal liability and/ or the loss of business.
The Directors and Officers shall not offer or give any funds or property of the Company as donation to any government agencies or their representatives, directly or through intermediaries, in order to obtain any favourable performance of official duties.
The Directors and Officers shall comply with the provisions of Code for Prevention of Insider Trading framed by the Company.
Directors/ Officers and their immediate family members shall not derive any benefit or assist others to derive any benefit from the access to and possession of information about the Company or the group, which is not in the public domain and thus constitutes insider information.
A Director/ Officer shall not use or proliferate information which is not available to the investing public and which therefore constitutes insider information for making or giving advice on investment decisions on the securities of the Company on which such insider information has been obtained.
Such insider information may include the following:
Directors/Officers are required to maintain the confidentiality of all confidential information that they receive or become privy to in connection with the Company's business, except when disclosure is authorized or legally mandated. Confidential information includes all non-public information that might prejudice the ability of the Company to pursue certain objectives, be of use to competitors or harm the Company, its suppliers or its advertisers, if disclosed e.g. information about Patents, R & D, Processes, Commercial dealings etc.
Confidential information also includes any information relating to the Company's business and affairs that results in or would reasonably be expected to result in a significant change in the market value of the Company's securities or any information a reasonable investor would consider important in making an investment decision. Directors/Officers must not use confidential information for their own advantage or profit directly or indirectly.
Penalty for breach of this Code by Officers shall be determined by the Chairman. In case of breach of this code by the Directors, the same shall be examined by the Board.
Penalty for violation may include disciplinary action, removal from office and dismissal as well as other remedies, including recommendations for any of the above penalty, to the extent permitted by law and as considered appropriate under the circumstances.
The Company shall ensure confidentiality and protection to any person who has, in good faith, reported a violation or a suspected violation of law, of this code or other Company policies, or against any person who is assisting in any investigation or process with respect to such a violation.
Directors/Officers must co-operate in any internal or external investigations of possible violations. Reprisal, threat, retribution or retaliation against any person who has, in good faith, reported a violation or a suspected violation of law, this Code or other Company policies, or against any person who is assisting in any investigation or process with respect to such a violation, to be avoided.
Directors and Officers shall be accountable for fully complying with this code and shall give a disclosure to the Board on the annual basis to the effect that they have complied with the provisions of the Code. Any violation of the Code shall be reported/ Noticed shall be placed before the Board.
Company Secretary shall be the Compliance Officer for the purpose of this code.
The Code is subject to modification and review at regular intervals by the Board of Directors and any amendment or waiver of any provision of this Code has to be approved by the Board of Directors.
This Code of conduct is a statement of certain fundamental principles, ethics, values, policies and procedures that govern the Directors and Officers of the Company in the conduct of the Company's business. It is not intended to and does not create any rights in any employee, customer, client, supplier, competitor, shareholder or any other person or entity.