click here to view ANNUAL REPORT |
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CODE OF CONDUCT |
| Code of Conduct observed by all Board Members (Directors) and Senior Management of the Company Is as follows, |
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| Preamble : |
All Directors and Senior Management (officers) must act within the authority conferred upon them and with the duty to make and enact informed decisions and policies in the best interest of the Company and its shareholders/stakeholders. |
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With the view to maintain the high standards of the company, the following rules / code of conduct should be observed in all activities of the Directors /Officers. The Company appoints the Company Secretary/ Managing Director as a Compliance Officer for the purpose of the code, who will be available to directors and senior management to answer questions and to help them comply with the code. |
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| 1. Honesty and Integrity : |
| All directors and officers of the Company 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, with responsibility, with due care, competence and diligence, with out allowing their independent judgment to be subordinated. Directors will act in the best interest of the company and fulfill the fiduciary obligations. |
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| 2. Conflict of Interest : |
| Directors and Officers of the Company shall not engage in any business relationship or activity, which may be in conflict with the interest of the Company. |
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Conflict can arise in many situation It is not possible to cover every possible conflict situation and at times, it will not be easy to distinguish between proper and improper activity. Set forth are some of the common circumstance that may lead to conflict of interest, actual or potential:- |
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Directors and officers should not engage in any activity / employment that interferes with the performance or responsibility to the Company or is otherwise in conflict with or prejudicial to the Company. |
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Directors / officers and their immediate families should not invest in a Company, customer, supplier, developer or competitor and general refrain from investments that compromise their responsibility to the Company. |
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Directors and officers 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. |
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If such related party transaction is unavoidable, it must be disclosed to the board or to the CFO/ Chairman of the Company. |
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| 3. Compliance : |
| Directors and officers are required to comply with all applicable laws, rules and regulations, both in letter and spirit. In order to assist the Company in promoting lawful and ethical behavior, directors must report any possible violation of laws, rules, regulation or code of conduct of the Company Secretary/ Chairman. |
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| 4. Other Directorships: |
| The Company feels that the serving on the board of directors of other companies may raise substantial concerns about potential conflict of interest. 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 competitor is not in the interest of the Company. |
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| 5. Confidentiality of Information : |
| Any information concerning the Company’s business, its customer, supplier etc., which is not in the public domain and to which the director/officer 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/ officer shall provide any information either formally or informally, to the press any other publicity media, unless special authorized. |
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| 6. Prevention of Insider Trading : |
| No director and officers of the Company shall derive or assist others to derive benefit by giving investment advise from the access to and possession of the information about the Company not in public domain and therefore constitute insider information. All the directors and officers will comply with inside trading guidelines as issued by SEBI. |
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| 7. Gifts and Donations : |
| No Directors and officers shall receive or offer, directly or indirectly, any gift , donations, hospitality, illegal payments and comparable benefits which are intended (or perceived to be intended) to obtain business favors or decisions for the conduct of business. Nominal gifts of commemorative nature, for special event may be accepted / offered and reported to the Board/ Chairman. |
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| 8. Protection of Assets : |
| Directors and Officers must protect the company’s assets, labour and information and may not use these for personal use, unless approved by the Board. |
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| 9. Periodic Review : |
| Once every year or upon revision of this code every director and officer must acknowledge and execute an understanding of the code and an agreement to comply. New directors and officers will sign such a deed at the time when their directorship begins. |
