All Directors must act within the authority conferred upon them and with a duty to make and enact informed decisions and policies in the best interest of the company and its shareholders/stakeholders. With a view to maintain the high standards that the Company requires, the following rules / Code of Conduct should be observed in all activities of the Board.
1. Honest and Integrity
All Directors shall conduct their activities, on behalf of the company, with honest & integrity. All directors shall act in good faith, responsibly and should use due care in performance of duties. The Directors will act in the best interests of the company and fulfill the judiciary obligations. A director should seek to:
- Make reasonable efforts to attend Board and committee meetings;
- Dedicate time and attention to the Company
- Seek to comply with all applicable laws, regulations, confidentiality obligations and corporate policies of the Company.
2. Conflict of Interest
Directors of the board of the company shall not engage in any business, relationships or activity, which may be in conflict of interest of the COMPANY or the group. If such related party transactions is unavoidable it must be disclosed to the Board or to the CFO of the Company.
Directors are required to comply with all applicable laws, rules and regulations, corporate policies both in letter and in spirit.
All directors must report / disclose their directorships in any other companies to the board on an annual basis.
5. Confidentiality of Information
Directors should maintain the confidentiality of information entrusted to them in carrying out their duties and responsibilities, expect where disclosure is approved by the Company or legally mandated or if such information is in the public domain.No director shall provide any information either formally or informally to the press or any other publicity media, unless specially authorized.
6. Insider Trading
Any director of the company shall not derive benefit or assist others to derive benefit by giving investment advice from the access to and possession of information about the company, not in public domain and therefore constitutes insider information. All directors will comply with insider trading guidelines as issued by SEBI.
7. Gifts and Donations
No Director of the company shall receive or offer, directly or indirectly, any gifts, donations, remuneration, hospitality, illegal payments and comparable benefits which are intended (or perceived to be indented) to obtain business (or uncompetitive) favors or decisions for the conduct of business. Nominal gifts of commemorative nature, for special events may be accepted.
8. Protection of Assets
Directs must protect the company’s assets, labour and information and may not use this for personal use, unless approved by the board. Company’s assets must be used only for legitimate purposes.
9. Corporate Business Opportunity
In carrying out their duties and responsibilities, directors should avoid appropriating corporate business opportunities for themselves that are discovered through the use of Company property or information of their position as directors.
10. Fair Dealing
Each director, officer and employee should deal fairly with customers, suppliers, competitors, and employees of the group of companies.
11. Interpretation of Code
Any question or interpretation under this Code of Ethics and Business Conduct will be handled by the Board or any person of committee authorized by the Board of the Company.
Suspected violations of the Code may be reported to the Chairman of the Board or the Chairman of the Audit Committee. All reported violations should be appropriately investigated.
13. No Rights Created
This Directors Code sets forth guidelines for conduct for the Board of Directors.
14. Periodic Review
Once ever year or upon revision of the code, every director must acknowledge and execute an understanding of the code and an agreement to comply. New directors will sign such a deed at the time when their directorships begin.