In This Section
- Shareholder Information
- Financial Results
- Annual Report
- Share holding pattern
- Corporate Governance report
- Code Of Conduct
- AGM/EGM/Postal ballot
- Unclaimed Dividend
- Terms & Conditions of app. of ID
CODE OF CONDUCT FOR THE DIRECTORS AND SENIOR MANAGEMENT OF THE COMPANY
Clause 49 of the Listing Agreement with the Stock Exchanges stipulates that every listed company shall lay down a code of conduct for all Board members and Senior Management personnel of the Company. The code of conduct shall be posted on the website of the Company. (The term “Senior Management” shall mean personnel of the Company who are members of core management team excluding the Board of Directors. Normally this would comprise of all members of management one level below the executive directors, including all functional heads).
All Directors/Senior Management personnel are expected to comply with the code in its letter and spirit. They are also required to affirm compliance on an annual basis. The Annual Report of the Company shall contain a declaration to this effect signed by the CEO.
With a view to maintain high standards that the company requires, the following rules/code of conduct should be observed in all activities in respect of the Company. The Company appoints the company secretary as a compliance officer for the purposes of this code, who will be available to Directors/Senior Management personnel to answer questions and to help them comply with the code.
1. Honesty and Integrity
All Directors and Senior Management of the company shall conduct their activities on their personal behalf as well as behalf of the company with honesty, integrity and fairness. All directors will act in good faith, responsibility, with due care, competence and diligence and without allowing their judgment to be subordinated. Directors and Senior Management of the company will also act in the best interests of the company and fulfill their fiduciary obligations.
2. Conflict of Interest
A. Directors and Senior Management of the company should not engage in any activity that interferes with his/her performance or responsibility to the company or is in any manner in conflict with or prejudicial to the company.
B. Directors and Senior Management of the company and their relatives personally should not be involved in any activity which could compromise in their responsibility to the company or which will be detrimental to the company.
C. Directors and Senior Management of the company should avoid conducting business of the company with their relatives or with firm or company in which their relatives is associated in significant role. Further if such related party transaction is unavoidable, the full details of the same should be disclosed to the company as well as CEO of the company.
Directors and Senior Management of the company will comply with all the applicable laws, Rules and Regulations in letter and spirit. Further Directors and Senior Management of the company must report, any possible violation of Law, Rules and Regulations or code of conduct, to the Company Secretary of the company.
4. Other Directorships
All Directors and Senior Management of the company must disclose their Directorship and other interests in other Companies on Annual Basis to the Board of Directors and Senior Management should not accept Board positions in other Companies without the prior approval of the Company.
5. Confidentiality of Information
Directors and Senior Management of the company should consider confidential and hold in confidence all information concerning the company’s business, its customers, suppliers etc. which is not in the public domain and to which directors and Senior Management of the Company has access or possesses such information unless he/she is authorized to do so and the disclosure of same is required as a matter of law. Further no Director shall provide any information either formally or informally to the press or publicity media unless he/she is specifically authorized to do the same.
6. Insider trading
No Director and Senior Management of the company shall 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. Further all directors and Senior Management of the company are required to comply with SEBI guidelines regarding insider trading.
7. Gift and donations
No Director and Senior Management of the company shall receive or offer any gift, donation, remuneration, hospitality, illegal, payments and comparable benefits which are intended to obtain business favour or decision for the conduct of business. Further normal gifts of commemorative nature, for special events may be accepted and reported to the Board.
8. Protection of assets
Directors and Seniors Management of the company must protect the company’s Assets and information and the same may not be used by them for personal use unless approved by the Board
I, -----------------, being a ------------------- Director/ Senior Management person of the Company, do hereby solemnly affirm to the best of my knowledge and belief that I have complied with the provisions of aforesaid Code of Conduct for Board Members and Senior Management Personnel during the financial year ended 31st March …………...