In terms of the clause 49 of the Listing Agreement, the Company is required, inter-alia, to frame a Code of Conduct for Directors and Senior Management Personnel that is all members of the management one level below the executive directors, including employees of the Rank of Deputy General Manager and above and all functional heads, hereinafter referred to as specified employees of the company.
The purpose of the Code of Conduct is to provide guidance to all specified employees of the company. This Code of Conduct helps to ensure compliance with legal requirements and our standards of Business Conduct. All the specified employees are expected to read and understand this Code of Conduct uphold these standards; comply with all applicable policies and procedures. Accordingly the company has laid down this code for its specified employees of the company.
The Company and its specified employees shall be committed in all its actions to benefit the economic development of the countries in which it operates. It shall not engage in any activity that would adversely affect such an objective. It shall not undertake any project or activity to the detriment of the nation’s interests, or those that will have any adverse impact on the social and cultural life patterns of its citizens. The specified employees shall conduct its business affairs in accordance with the economic development and foreign policies, objectives and priorities of the nation’s government, and shall strive to make a positive contribution to the achievement of such goals at the international, national and regional level, as appropriate.
The Company and specified employees shall fully strive for the establishment and support of a competitive, open market economy in India and abroad and shall cooperate in the efforts to promote the progressive and judicious liberalization of trade and investment by a country. Specifically, the Company shall not engage in activities, which generate or support the formation of monopolies, dominant market positions, cartels and similar unfair trade practices.
The Company and its specified employees shall market the products and services of the Company on its own merits and shall not make unfair and misleading statements about competitor’s products and services. Any collection of competitive information shall be made only in the normal course of business and shall be obtained only through legally permitted sources and means.
Equal- opportunities employer
The Company and its specified employees shall provide equal opportunities to all its employees and all qualified applicants for employment, without regard to their race, caste, religion, colour, ancestry, marital status, sex, age, nationality, disability and veteran status. Employees of the Company shall be treated with dignity and in accordance with the Company policy to maintain a work environment free of sexual harassment, whether physical, verbal or psychological.
Employee policies and practices shall be administered in a manner that ensures that in all matters equal opportunity is provided to those eligible and decisions are merit- based.
General Standards of Conduct
All the specified employees are expected to ensure the safety and welfare of employees, agents and contractors and to maintain a cooperative, efficient, positive, harmonious and productive work environment in the organization.
Payments or Gifts from others
Under no circumstances may employees 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, of opportunity for the commission of any fraud. However, the employees may accept and offer gifts, which are customarily given and are of a commemorative nature, for special events.
Workplace free of Harassment
The Company is committed to provide a work environment free of unlawful harassment. Company policy prohibits sexual harassment and harassment based on physical or mental disability, medical condition, marital status, age, sexual orientation, or any other basis protected by any applicable law, rules or regulations.
All the specified employees must ensure compliance of all laws, regulations, rules and regulatory orders applicable to the Company. Each employee must acquire appropriate knowledge of the requirements relating to his or her duties sufficient to enable him or her to recognize potential dangers and to know when to seek advice from the Legal Department on specific Company policies and procedures. Violations of laws, regulations, rules and orders may subject the employee to individual criminal or civil liability, as well as to disciplinary proceedings by the Company.
Health, safety and environment
The Company and specified employees shall strive to provide a safe and healthy working environment and comply, in the conduct of the business affairs of the Company, with all regulations regarding the preservation of the environment of the territory it operates in. The Company and specified employees shall be committed to prevent the wasteful use of natural resources and minimize any hazardous impact of the development, production, use and disposal of any of its products and services on the ecological environment.
Goodwill and Reputation of the Company
The specified employees of the company shall contribute towards enhancing the goodwill and reputation of the Company through their deeds and acts and shall not tarnish the image of the company and bring immediately to the notice of the Company, director or committee any act and deed which is harmful and detrimental to the goodwill and reputation of the Company.
As a general rule, conducting Company business with a relative or with a business in which a relative is associated in any significant role should be avoided. The term Relative shall have the same meaning as defined in Section 6 of the Companies Act, 1956. If such a related party transaction is unavoidable, full disclosure shall be made regarding the nature of the related party transaction to the Company’s Company Secretary.
Protecting the Company’s Confidential Information
All confidential information must be used for Company business purpose only. This responsibility also includes the safeguarding, securing and proper disposal of confidential information in accordance with the Company’s policy on Maintaining and Managing Records. This obligation extends to confidential information of third parties, which the Company has rightfully received under Non- Disclosure Agreements.
The specified employees shall not disclose/ reveal any acts/figures/information/trade secrets or confidential documents in written/ verbal form, obtained during the course of business relationship with Company to any person(s)/ authority/ organization/ statutory body unless required by law and/ or with specific written permission of company.
Maintaining and Managing Records
The purpose of this policy is to set forth and convey the Company’s business and legal requirements in managing records, including all recorded information regardless of medium or characteristics. Records include paper documents, CDs, computer hard disks, e-mail, floppy disks etc. The Company is required by applicable laws, rules and regulations to retain certain records and to follow specific guidelines in managing its records, failure to follow which can subject the Company and specified employees in default to Civil and Criminal penalties under the law.
The Company’s responsibilities to its stockholders and the investing public require that all transactions be fully and accurately recorded in the Company’s books and records in compliance with all applicable laws. All required information shall be accessible to the company’s auditors, other authorized persons and Government agencies. False or misleading entries, unrecorded funds or assets, or payments without appropriate supporting documentation and approval are strictly prohibited and violate Company policy and the law. Any willful material misrepresentation of and/ or misinformation of the financial accounts and reports shall be regarded as a violation of the Code apart from inviting appropriate civil or criminal action under the relevant laws. Additionally, all documentation supporting a transaction should fully and accurately describe the nature of the transaction and be processed in a timely fashion.
Financial reporting and records
The Company and its specified employees 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 business affairs.
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 funds.
Obligations under Securities Laws “Insider” Trading
The specified employees shall give the disclosures required under Insider Trading Code of Conduct framed by company. They shall not derive any benefit from any price sensitive information, which the employee may come into possession during the normal course of business, by buying or selling securities themselves. Insider trading rules are strictly enforced, even in instances when the financial transactions seem small.
The Directors shall follow the general duties as prescribed under section 166 of the Companies Act, 2013:
(1) Subject to the provisions of the Companies Act, 2013, a director of a company shall act in accordance with the articles of the company.
(2) A director of a company shall act in good faith in order to promote the objects of the company for the benefit of its members as a whole, and in the best interests of the company, its employees, the shareholders, the community and for the protection of environment.
(3) A director of a company shall exercise his duties with due and reasonable care, skill and diligence and shall exercise independent judgment.
(4) A director of a company shall not involve in a situation in which he may have a direct or indirect interest that conflicts, or possibly may conflict, with the interest of the company.
(5) A director of a company shall not achieve or attempt to achieve any undue gain or advantage either to himself or to his relatives, partners, or associates and if such director is found guilty of making any undue gain, he shall be liable to pay an amount equal to that gain to the company.
(6) A director of a company shall not assign his office and any assignment so made shall be void.
The Company and specified employees of the Company shall, in his or her business conduct, comply with all applicable laws and regulations, both in letter and in spirit, in all the territories in which he or she operates.
Waivers and amendments of the code
The company is committed to continuously reviewing and updating policies and procedures. Therefore, this Code is subject to modification. Any amendment or waiver of any provision of this Code shall be approved in writing by the company and promptly disclosed on the company’s website.