Code of Conduct for Board of Directors and Senior Management
All Directors and Senior Management must act within the bounds of the authority conferred upon them and with a duty to make and enact informed decisions and policies in the best interests 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. The Company appoints a compliance officer for the purposes of the code, who will be available to directors and senior management to answer questions and to help them comply with the code.
Honesty & Integrity
All directors shall conduct their activities, on behalf of the company and on their personal behalf, with honesty, integrity and fairness. All directors will act in good faith, responsibly, with due care, competence and diligence, without allowing their independent judgment to be subordinated. Directors will act in the best interests of the company and fulfill the fiduciary obligations.
Conflict of Interest
Directors on the board of the company shall not engage in any business, relationship or activity, which may be in conflict of interest of the COMPANY or the group. Directors should avoid conducting company business with a relative or with a firm / company in which a relative / related party is associated in any significant role. If such related party transaction is unavoidable, it must be fully disclosed to the board or to the CFO of the company.
Enhancing the value of the Organisation
All the Directors and Officers should strive hard to adopt a customer oriented approach and to make the Company more competitive. They should endeavour to make continuous improvements in all the business plans & processes, should foster suggestions/ take innovative steps for the betterment of the Company.
Role & Duties of Independent Directors
Role and duties will be those normally required of a Non-Executive Independent Director under the Companies Act, 2013. There are certain duties prescribed for all Directors which are fiduciary in nature and are as under:
- Directors shall act in accordance with the Company’s Articles of Association as may be amended from time to time.
- Directors shall act in good faith in order to promote the objects of the Company for the benefits of its members as a whole, and in the best interest of the Company.
- Directors shall discharge his / her duties with due and reasonable care, skill and diligence.
- Directors shall not involve in a situation in which one may have a direct or indirect interest that conflicts, or possibly may conflict, with the interest of the Company.
- Directors shall not achieve or attempt to achieve any undue gain or advantage either to self or to one’s relatives, partners or associates.
- Directors shall not assign one’s office as Director and any assignments so made shall be void.
Compliance
Directors are required to comply with all applicable laws, rules and regulations, both in letter and in spirit. In order to assist the company in promoting lawful and ethical behaviour, directors must report any possible violation of law, rules, regulation or the code of conduct to the company secretary.
Disclosures
All Directors and Officers should ensure to provide full, fair, accurate, timely and understandable disclosures in all reports and documents required to be presented to shareholders, investors and other Government Authorities.
Other Directorships
The Company feels that serving on the boards of directors of other companies may raise substantial concerns about potential conflict of interest. And therefore, all directors must report/disclose such relationships to the Board on an annual basis. It is felt that service on the board of a direct competitor is not in the interest of the company.
Confidentiality of Information
Any information concerning the company's business, its customers, suppliers etc., which is not in the public domain and to which the director has access or possesses such information, must be considered confidential and held in confidence, unless authorized to do so and when disclosure is required as a matter of law. No director shall provide any information either formally or informally, to the press or any other publicity media, unless specially authorized .
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
Gifts & 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 intended) to obtain business (or uncompetitive) favours or decisions for the conduct of business. Nominal gifts of commemorative nature, for special events may be accepted and reported to the Board.
Protection of Assets
Directors must protect the company's assets, labour and information and may not use these for personal use, unless approved by the Board.
Periodic Review
Once every year or upon revision of this 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 directorship begins.
Violation of the Code
The Board of Directors will have the power to take appropriate action against anyone found violating the provisions of the Code. Where the Company has suffered a loss due to such violation, it may pursue remedies against the individual.
Waivers and Amendments of the Code
The Board of Directors is committed to continuously review and update the policies and procedures. Therefore, this Code is subject to modifications, waivers and amendments as the Board may think appropriate from time to time. The Board or any designated person/committee can waive compliance with this code for any director or officer of the Company.
Term of Office of Non-Executive Director
Person shall be eligible for the office of Non-Executive Director so long as the term of office did not exceed nine years in three terms of three year each, running continuously. However, the Board of Directors of the Company may extend the Term of Office of Non-Executive Director for the period not exceeding one year beyond the total term of office of nine years in the interest of the organization on case to case basis.