Code of Conduct

The highest degree of integrity and commitment are at the core of our corporate conduct.

DIRECTORS

This Code of Conduct is applicable to all Board Members of the Company.

  • To observe and guide the Company in maintaining the highest levels of corporate governance.
  • To act in accordance with the highest standards of professional integrity and to act diligently and honestly while discharging their duties.
  • To discharge duties in accordance with sound business judgment and take decisions, which are in the best interest of the Company and its shareholders.
  • To keep stakeholders informed regarding the Company's compliance with relevant laws, rules and regulations
  • To maintain confidentiality regarding the Company's business.
  • To exercise independent judgment on issues of strategy, performance and policy matters, among others.
  • To avoid and disclose actual and apparent conflicts of personal interest with the interest of the Company and to disclose all contractual interest, whether directly or indirectly, with the Company.
  • To inform the Company immediately about emergence of any situation that may disqualify him/her from Directorship.
  • To observe the ‘Code of Conduct for dealing in equity shares and other securities of the Company’ framed under the SEBI (Prohibition of Insider Trading) Regulation, 1992.
  • To eliminate any gender discrimination at the workplace.
  • To ensure that no member of the organisation holds any office of profit in the Company by himself/ herself or via his/ her relatives without full disclosure of information in connection therewith.

Additionally, all Independent Directors on the Board of the Company have the following duties:

  • Regularly update and refresh their skills, knowledge and familiarity regarding the business.
  • Seek appropriate clarifications 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/ she is a member
  • Participate constructively and actively in the committees of the Board in which they are involved as chairpersons or members.
  • Strive to attend all general meetings of the Company.
  • Ensure that their concerns about the running of the Company or a proposed action 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 meetings.
  • Keep themselves informed about the Company and the external environment in which it operates.
  • Not unfairly obstruct the functioning of an otherwise proper Board or a Committee(s) of the Board.
  • Pay sufficient attention and make sure that adequate deliberations are held before approving related party transactions and guarantee that the same are in the best interest of the Company.
  • Ascertain that the Company has an adequate and functioning vigilance mechanism and ensure that the person in charge of such mechanism does not misuse it in any way whatsoever.
  • Report concerns about unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct or ethics.
  • 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 and unpublished price-sensitive information, unless such disclosure is expressly approved by the Board or required by law.

SENIOR MANAGEMENT

This Code of Conduct for the senior management personnel is applicable to all the functional heads of the Company.

  • To discharge duties in accordance with sound business judgment and take decisions, which are in the best interest of the Company and its shareholders.
  • To maintain and help the Company in maintaining the highest degree of corporate governance.
  • To act in accordance with the highest standards of professional integrity and to act diligently and honestly while discharging their duties.
  • To have a clear understanding of the aims and objectives and various policies of the Company.
  • To avoid and disclose actual and apparent conflicts of personal interest with the interest of the Company and to disclose all contractual interest, whether directly or indirectly, with the Company.
  • To eliminate any gender discrimination at the workplace.
  • To not engage in any activity that is not in the best interests of the Company.
  • Except as may be approved by the Board of Directors of the Company, not to accept simultaneous employment/ directorship with suppliers, customers or competitors of the Company and not to take part in any activity that enhances or supports a competitor.
  • To avoid conducting Company business with a relative or with a business in which a relative is associated in any significant role.
  • To report to the Chairman of the Board of Directors about any illegal or unethical behaviour of any employee and/ or officer.
  • To refuse any offer, payment, donations, gifts or anything of value from customers, vendors and consultants, among others, which can be perceived as intended, directly or indirectly, to influence any business decisions.
  • To promote professional behaviour at the Company.
  • To maintain confidentiality regarding the Company's business.
  • To ensure at all times, the information furnished by him/ her to the Company is true, accurate and complete.
  • To provide information on a consistent basis so that Company's public disclosure requirements are full, fair, timely and understandable in nature.
  • To ensure protection and efficient use of Company assets .
  • To observe the ‘Code of Conduct for dealing in equity shares and other securities of the Company’ framed under the SEBI (Prohibition of Insider Trading) Regulation, 1992.
  • To promptly report to the Chairman any actual or possible violation of the Code.