PreambleThis code will apply to:All the Directors; and Senior Management viz. personnel of the company who are members of its core management team excluding Board of Directors. This would comprise all members of the management one level below the Executive Directors, including all functional heads.
All Directors and Senior Management must act within the bounds of authority conferred upon them with a duty to make and enact informed decisions and policies in the best interests of the company and its shareholders/stakeholders.
In order to maintain the high standards, the following rules/code of conduct should be observed in all the activities of the Board and the Senior Management.
This Code of Conduct shall be called: "The Code of Conduct for Board of Directors and Senior Management Personnel".
Honesty and IntegrityThey shall conduct their activities, on behalf of the company and on their personal behalf, with honesty, integrity and fairness.
They will act in good faith, responsible, with due care, competence and diligence, without allowing their independent judgment to be subordinated.
They will act in the best interests of the company and fulfill the fiduciary obligations.
Conflict of InterestThey shall not engage in any business, relationship or activity, which may have or which is likely to potentially develop a conflict of interest with the company or the group.
Conflicts can arise in many situations, it is not possible to cover every possible conflict situation and at times, it will not be easy to distinguish between proper and improper activity.
Some of the common circumstances that may lead to actual or potential conflict of interest are:
Any activity/employment that interferes with the performance or responsibility to the company or is otherwise in conflict with or prejudicial to the company.
Compliance
Efforts have to be taken to ensure compliance with all applicable laws, rules and regulations, both in letters and spirit.
Any possible violation of law, rules regulation or the code of conduct has to be reported to the company secretary, who will be available to assist in interpreting the appropriateness of any events or action or proposed event or action in this context.
Other directorships etc.
They should avoid serving on Boards or in Senior Management positions or in a controlling position of a direct competitor or other business entities having a material relationship with the company which is likely to lead to potential conflict of interest.
In case such a situation arises, they shall make full disclosure to the Board and get its concurrence before accepting such office.
Confidentiality of informationAny information concerning the company’s business, its customers, suppliers and other stakeholders which is not in the public domain and which they possess or have access to must be kept in strict confidence unless disclosure is authorized or become a legal requirement.
They shall not provide any information, either formally or informally, to the press or any publicity media, unless specifically authorized.
In case they are unsure about the implications of any such disclosure, they can seek the assistance of the Company Secretary in interpreting the requirements.
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