This Code of Conduct has been formulated with a view to ensure that the directors and the senior management personnel of the Company practice and adhere to the highest standards of official conduct in terms of integrity, good principles, compliance with applicable rules and regulation both internal and external, moral standards, business and professional ethics and social values.

Code of Conduct for Board Members and Senior Management Personnel of the Company

The Code intends to lay down a system by which the directors and senior executives of the Company observe a conduct that is exemplary and inspiring for all the staff and employees at various levels of the organization. This Code of Conduct has been approved by the Board of Directors at its meeting held on October 18, 2011. Observance of the Code shall also serve as compliance of relevant clause of the Corporate Governance under Clause 49 of the Listing Agreement.

It is expected that this Code of Conduct be observed by each and every employee in due course of time.

The Company always strives to upholds its values being quality of products and services, transparency of conduct, honesty, compliance with law of the land and social responsibilities and this code of conduct has been drawn with a view to inculcate these values in each of its employees.

OBJECTIVE

The objectives of the Code are

  • To conduct the business of the Company with integrity, fairness and in a transparent manner;
  • To inculcate social and moral values and principles in each employee of the Company,
  • To respect the law of land and to observe utmost compliance of the statutory requirements.

APPLICABILITY

The Code is to be compulsorily followed by all the directors of the Company, Senior Executives up to the level of Vice President, Finance head of each division (if any), Accounts head of each division, Department heads, Occupiers at plants and also the Company Secretary (hereinafter collectively referred to as the Senior Management Personnel). It is expected that the Code be observed by each employee (with necessary modifications as may apply) of the Company in due course of time.

The Code is effective from October 18, 2011.

CODE OF CONDUCT

FIDUCIARY DUTY

The senior management personnel would observe their fiduciary responsibility with respect to Company’s assets and interests and shall in no way let their personal interests influence execution of their responsibilities towards the Company.

The senior management personnel shall not let their personal interest interfere with the interests of the Company. They shall also not appropriate opportunities available to them during the course of their work for personal gains at the cost of Company’s benefits.

The senior management personnel shall endeavor to protect the Company’s assets, both tangible and intangible and shall ensure that they are put to proper and efficient use to derive maximum gain to the Company.

The senior management personnel shall keep the trade secrets and confidential information related to the Company acquired during the course of their employment and shall not divulge them to any one for personal gains or otherwise except at times when required by the Company for specific reasons/purposes.

The senior management personnel shall exhibit utmost respect to the law of the land and shall always make compliance of statutory requirements in their personal capacity as well as for the Company to the extent responsibility is delegated to them. However in case they come to know about a potential default or violation of law, it shall be brought to the notice of the concerned officers, even if the same is not in their purview.

The duties of Independent Directors of the Company are as defined under the Companies Act, 2013, extract of the same is as specified hereinbelow:

1. undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the company;
2. seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice and opinion of outside experts at the expense of the company;
3. strive to attend all meetings of the Board of Directors and of the Board committees of which he is a member;
4. participate constructively and actively in the committees of the Board in which they are chairpersons or members;
5. strive to attend the general meetings of the company;
6. where they have concerns about the running of the company or a proposed action, ensure that these are addressed by the Board and, to the extent that they are not resolved, insist that their concerns are recorded in the minutes of the Board meeting;
7. keep themselves well informed about the company and the external environment in which it operates;
8. not to unfairly obstruct the functioning of an otherwise proper Board or committee of the Board;
9. pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure themselves that the same are in the interest of the company;
10. ascertain and ensure that the company has an adequate and functional vigil mechanism and to ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use;
11. report concerns about unethical behaviour, actual or suspected fraud or violation of the company’s code of conduct or ethics policy;
12. act within their authority, assist in protecting the legitimate interests of the company, shareholders and its employees;
13. not disclose confidential information, including commercial secrets, technologies, advertising and sales promotion plans, unpublished price sensitive information, unless such disclosure is expressly approved by the Board or required by law.

The senior management personnel, especially the directors shall give timely and correct information to the Company as required under Corporate laws and otherwise and shall try to conduct their transactions outside their relationship with the Company with maximum transparency as possible.

The senior management personnel shall conduct their transactions with honesty, integrity and transparency. Through such conduct they shall try to project an excellent picture of the Company to the outside world.

While dealing with:

Shareholders

Try to resolve their problems with maximum efficiency and shall give full and correct information about the Company to the extent required according to law and according to good corporate governance policies

Customers and Business Associates

Be transparent and keep company’s business objectives on top and refrain from being allured by material gains.

Government Agencies

Ensure compliance of law and make proper and timely reporting. Desist from influencing government officials through unethical means.

The senior management personnel shall treat each of his/her colleagues, senior and subordinate with respect and consideration for their thoughts and views and shall work in harmony with them. Women employees shall be given distinguished treatment as practiced in our society.

The senior management personnel except ordinary directors shall not take up any part time employment with any other organisation/person even if it is outside office hours. The ordinary directors should desist from joining Companies as directors or as employees which can be considered to be our Company’s competitors.

The senior management personnel shall refrain from insider trading and shall follow the model code of conduct for Insider Trading dated October 18, 2011 in its entirety.

All the directors shall try to attend all the meetings of the Board of Directors, Committees or shareholders unless there are exceptional circumstances against the same. In the case of abstinence, leave of absence should be sought well in advance.(This code is advisable in nature and not mandatory.)

The senior management personnel shall encourage and shall contribute by thoughts, efforts and material in Company’s taking up any social causes which are philanthropic in nature. (This code is advisable in nature and not mandatory.)

PENALTY FOR BREACH

It is advised that the Code of Conduct be followed by all concerned in its true letter and spirit. This Code may not be treated as a mere set of rules and regulations required for working in the Company. It is intended at overall enhancement of quality in execution of the job responsibilities. Observance of the Code is as much in the interest of the individual concerned as it is in the interest of the Company.

Breach of the Code by directors may be considered by the Board of Directors and that by the other senior management personnel be considered by the Managing Director. The penalty may be decided as deemed suitable considering the nature of specific breach which could include remuneration cut, suspension or termination of employment or removal from office.

INTERPRETATION

Any question related to the interpretation or applicability of this Code may be addressed to the Company Secretary.