In this Code, unless repugnant to the meaning or context thereof, the following expressions shall have the meaning given to them as under:‐
This ‘Code’ shall be applicable to the following persons:
The Board Members and Senior Management Personnel shall function within the authority conferred upon them by the Company, keeping the best interest of the Company in view and they–
shall act with utmost care, diligence and integrity
shall act in utmost good faith and fulfill the fiduciary obligations without allowing their independence of judgment to be compromised
shall not be involved in taking any decision on a subject matter in which conflict of personal interest arises or which in their opinion is likely to arise
shall avoid any dealing with a contractor, supplier or service provider that compromises the ability to transact business on a professional, impartial and competitive basis or influence decision to be made on behalf of the Company
shall not exploit for his own personal gain, opportunities that are discovered through use of corporate property, information or position, unless the opportunity is disclosed fully in writing to the Board of Directors and the Board declines to pursue such opportunity.
The Board Members and Senior Management Personnel shall comply with all applicable laws, rules and regulations.
Any information concerning the Company’s business, its customers, suppliers, etc and to which the Board Members and Senior Management Personnel have access or possesses such information, must be considered confidential and held in confidence. No Board Members or Senior Management Personnel shall provide any information either formally or informally, to the press or any other public media, except as required in the performance of the regular corporate duties. However, Board Members and Senior Management Personnel shall be free to disclose such information which is ‐
The Board Members and Senior Management Personnel shall protect the Company’s assets including physical assets, information and intellectual rights and shall not use the same for personal gain.
Each Board Member and Senior Management Personnel shall be accountable for full compliance of the Code.
The provisions of this code can be amended/modified by the Board of Directors of the Company from time to time and all such amendments/modifications shall take effect from such date as the Board may decide. The Board may delegate the authority to make amendment to the Code to the Chairman and Managing Director or any other Director as Board may deem fit.
Pursuant to Clause 49 of the Listing Agreement, this ‘Code’ and any amendments thereto shall be posted on the website of the Company.
In terms of Clause 49 of the Listing Agreement, all Board Members and Senior Management Personnel shall affirm compliance of this Code within 30 days of close of every financial year.
a. In case of breach of this Code by the Part‐time Directors, the same shall be considered by the
Board of Directors for initiating appropriate action, as deemed necessary.
b. In case of breach of this ‘Code’ by the Whole‐time Directors and Senior Management Personnel, the same shall be dealt with in accordance with the Discipline Rules of the Company.
All Board Members and Senior Management Personnel shall acknowledge receipt of this Code or any modification(s) thereto and confirm to the Compliance Officer.