PHILOSOPHY

Basic philosophy of the Code of Conduct has been guided by the practices of good Corporate Governance followed by the Company. The core values of the Company are :-

• Commitment to excellence
• Integrity including intellectual honesty, openness, fairness & trust.
• Care for people
• Dynamic & successful business organisation
• A socially-valued enterprise
• Business integrity

The Code of Conduct therefore aligns around the said core values and the commitment to maintain the highest standards in its interface with all stake-holders, society at large and the environment.

The Directors and Senior Management recognise that they have fiduciary responsibility and are accountable to maximise shareholder value through good business practices and controls.

PART A

The Directors of the Company shall endeavour and would:

• Use due care and diligence in performing their duties of office and in exercising the powers attached to that office.
• Act honestly and use their powers of office, in good faith and in the best interests of the Company.
• Not make improper use of information nor take improper advantage of their position as a Director.
• Not allow personal interests to conflict with the interests of the Company and they shall not undertake any assignment or enter into any material, financial and commercial transactions that may have a potential conflict with or prejudicial to the interest of the Company, without proper disclosure to the Board.
• Make all necessary disclosures to the Company in terms of the Companies Act 2013, the Listing Agreement and any other law for the time being in force.
• Not engage in conduct which may bring discredit to the Company.
• Be independent in judgement and actions, and to take all reasonable steps to be satisfied as to the soundness of all decisions taken by the Board of Directors.
• Ensure the confidentiality of information they received whilst being in office of Director and disclosed only when authorised by the Company, or is required by law.

Duties of Independent Directors as per Schedule IV of the Companies Act 2013 (Act) shall be as under:

The independent directors shall-

• Undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the company.
• 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.
• Strive to attend all meetings of the Board of Directors and of the Board committees of which he is a member.
• Participate constructively and actively in the committees of the Board in which they are chairpersons or members.
• Strive to attend the general meetings of the company.
• 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.
• Keep themselves well informed about the company and the external environment in which it operates.
• Not to unfairly obstruct the functioning of an otherwise proper Board or committee of the Board.
• 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.
• 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.
• Report concerns about unethical behaviour, actual or suspected fraud or violation of the company’s code of conduct or ethics policy.
• Acting within his authority, assist in protecting the legitimate interests of the company, shareholders and its employees.
• 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.

Duties of Directors as per Section 166 of the Companies Act 2013 shall be as under: 

1. Subject to the provisions of the Act, 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.

7. If a director of the company contravenes the provisions of Section 166, such director shall be punishable with fine which shall not be less than one lac rupees but which may extend to five lac rupees.