The Board of Directors / senior management personnel (the “Board”) of the Company
has adopted the following Code of Business Conduct and Ethics (the “Code”) for Directors
/ senior management personnel of the Company. This Code is intended to focus the
Board and each directors / senior management personnel on areas of ethical risk;
provide guidance to directors / senior management personnel to help them recognize
and deal with ethical issues; provide mechanisms to report unethical conduct; and
help foster a culture of honesty and accountability.
Interpretation of Code
Any question or interpretation under this Code of Ethics and Business Conduct will
be handled by the Board or any person /committee authorized by the Board of the
Company. The Board of Directors / senior management personnel or any designated
person/committee has the authority to waive compliance with this Code of business
conduct for any director, officer or employee of the Company. The person-seeking
waiver of this Code shall make full disclosure of the particular circumstances to
the Board or the designated person/ committee.
Each directors / senior management personnel must comply with the letter and spirit
of this Code
Conflict of Interest
Directors / senior management personnel must avoid any conflicts of interest between
the director / senior management personnel and the Company. Any situation that involves,
or may reasonably be expected to involve, a conflict of interest with the Company,
should be disclosed promptly to the Board. A “conflict of interest” can occur when:
- director's / senior management personnel’s personal interest is adverse to or may
appear to be adverse to the interests of the Company as a whole.
- director, or his / her relative, as defined by the Companies Act, 1956, receives
improper personal benefits as a result of his/her position as a director of the
Some of the more common conflicts, which directors / senior management personnel
should avoid, are listed below:
- Relationship of Company with third parties: Directors / senior management
personnel may not receive a personal benefit from a person or firm, which is seeking
to do business or to retain business with the Company. A director shall keep away
him/herself from any Company Board decision involving another firm or company with
which the director is affiliated.
- Compensation from non-Company sources: Directors / senior management personnel
may not accept compensation (in any form) for services performed for the Company
from any source other than the Company.
- Gifts: Directors / senior management personnel may not offer, give or receive
gifts from persons or entities that deal with the company in those cases where any
such gift is being made in order to influence the directors' actions as members
of the Board, or where acceptance of the gifts could create the appearance of a
conflict of interest.
Directors / senior management personnel are prohibited from:
- Taking for themselves or their companies opportunities that are discovered through
the use of Company property, Company information or position as a director;
- Using the Company's property or information for personal gain; or
- Competing with the Company for business opportunities. However, if the Company's
disinterested directors / senior management personnel determine that the Company
will not pursue an opportunity that relates to the Company's business, a director
/ senior management personnel may then do so.
Directors / senior management personnel must maintain the confidentiality of information
entrusted to them by the Company and any other confidential information about the
Company that comes to them, from whatever source, in their capacity as a director
/ senior management personnel, except when disclosure is authorized or legally mandated.
For purposes of this Code, “confidential information” includes all non-public information
relating to the Company.
The Board shall be committed to and support a functioning democratic constitution
and system with a transparent and fair electoral system in India. The Board shall
not support, directly or indirectly, any specific political party or candidate for
political office. The Company shall not offer or give any company funds or property
as donations, directly or indirectly, to any specific political party, candidate
or campaign if it is violating any law.
Compliancewith Laws, Rules and Regulations; Fair Dealing
Directors / senior management personnel must comply, and oversee compliance by employees,
officers and other directors, with laws, rules and regulations applicable to the
Company, including insider trading laws. Directors / senior management personnel
must deal fairly, and must oversee fair dealing by employees and officers, with
the Company's customers, suppliers, competitors and employees.
Financial Reporting & Records
he Directors / senior management personnel must ensure that:
The Company and its Officers shall prepare and maintain accounts of the Company’s
business affairs fairly and accurately in accordance with the accounting and financial
reporting standards which represent the generally accepted guidelines, principles,
standards, laws and regulations of the country in which the Company conducts its
Internal accounting and audit procedures shall fairly and accurately reflect all
of the Company's business transactions and disposition of assets. All required information
shall be accessible to Company Auditors and other authorized parties and government
agencies. There shall be no willful omissions of any Company transactions from the
books and records, no advance income recognition, and no hidden bank account and
Any willful material misrepresentation of and/or misinformation on the financial
accounts and reports shall be regarded as a violation of this code, apart from inviting
appropriate civil or criminal action under the relevant law.
Integrity of Data Furnished
Every Board Member / Senior Management personnel shall ensure, at all times, the
integrity of data or information furnished by him to the Board.
Encouraging the Reporting of any Illegal or Unethical Behavior
Directors / senior management personnel should promote ethical behavior and take
steps to ensure that the Company:-
- Encourages employees to talk to supervisors, managers and other appropriate personnel
when in doubt about the best course of action in a particular situation;
- Encourages employees to report violations of laws, rules, regulations or the Company's
Code of Conduct to appropriate personnel;
- Informs employees that the Company will not allow retaliation for reports made in
Directors / senior management personnel should communicate any suspected violations
of this Code promptly to the Board. Violations will be investigated by the board
or by persons designated by the board, and appropriate action will be taken in the
event of any violations of the Code.
Waiver of Code of Business Conduct and Ethics
Any waiver of this Code that may be made by the Board of Directors / senior management
personnel must be promptly disclosed to the Company’s shareholders.