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Key Requirements
The Board Members and Senior Management Personnel must act within
the authority conferred upon them and in the best interests of the Company and observe
the following code of conduct:
Honesty & Integrity
All Directors and Senior Managers shall conduct their activities
with honesty, integrity and fairness. All Directors and Senior Managers shall act
in good faith, responsibly, with due care, competence and diligence, without allowing
their independent judgment to be subordinated. Directors shall act in the best interests
of the Company and fulfill all fiduciary obligations.
Conflict of Interest
Directors on the Board of the Company and Senior Managers shall
not engage in any business, relationship or activity, which may be in conflict of
interest of the Company.
In case there is likely to be a conflict of interest, he/she should make full disclosure
of all facts and circumstances thereof to the Board of Directors and the approval
of the Board is required to be obtained.
Other Directorships
The Company feels that serving on the Board of Directors of other
Competitor 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.
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 or Senior
Manager has access or possession, must be considered confidential and held in confidence,
unless authorized to do so and when disclosure is required as a matter of law.
Protection of Assets
Directors and Senior Managers must protect the company’s assets
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 accord consent to comply and the Senior Manager must give an undertaking for
compliance of the same.
New Directors to accord consent while joining the Board and New Senior Managers
will give an undertaking at the time when their employment begins.
Enforcement of Code of Conduct
- Each Board Member and Senior Management Personnel shall be accountable
for complying with this code.
- Penalty for breach of this code by Senior Management Personnel shall
be determined by a Committee of Directors consisting of Managing Director and two
other Directors constituted for this purpose. In case of breach of this code by
the Directors, the same shall be examined by the Board.
Waiver and Amendments of the code
The provisions of this code can be amended by the Board
of Directors of the Company from time to time.
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