| Preamble: |
This code of conduct is drafted for all the members of the Board and Senior Management of the Company. Your Company firmly believes in corporate values and expects from all the members of adopting and adhering of code of conduct. |
With a view to maintain the high standards that the company requires, the following rules / code of conduct should be observed in all activities of the board. The company appoints the Managing Director as compliance officer for the purposes of the code, which will be available to Directors and senior management to answer questions and to help them comply with the code. |
Code of conduct to be followed by Board of directors |
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Communication - |
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A copy of code of conduct is easily accessible as the copy of the same will be sent to all the members of the Board and Senior Management of the Company. The code of conduct will also be placed on the Company’s Web site and it’s a good way to communicate to all Directors, Sr. Management, Employees as also to customers, suppliers, and vendors about company’s statement of values, business practices and what it expects from members of Board and Senior Management.
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Policies - |
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All the members of the Board as well as Senior Management must strictly adhere to the policies laid down by the Company and any variations in the same should be reported to the Board immediately.
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Maintaining Proper and Adequate Records- |
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Directors should take adequate care of maintaining records of transactions undertaken during the course of business and also preserving the same for the period specified in the applicable provisions of the Act
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Confidentiality of Information- |
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Directors are required to maintain confidentiality of information to which they are accessible due to their position in the company. It is their duty to utilize such information in the best interest of company and its shareholders and not to disclose it unless required as a matter of law. |
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Conservation of Resources- |
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Directors should undertake adequate measures for conservation of resources of economy. Company should follow provisions of laws and measures of technology for conservation of resources like energy, water etc. and also for the prevention of pollution of air, water and land.
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6. |
Promoting Healthy Competition- |
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Directors should not accept or pay any gift or benefit over and above the consideration payable for a transaction in the normal course of business, which will create healthy competition leading to overall growth of economy. |
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Protection of Assets - |
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Directors must protect the company’s assets, labour and information and no member of Board and Senior Management will use these for personal use, unless approved by the Board. |
8. |
Insider trading- |
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Directors should follow guidelines for prevention of insider trading issued by SEBI. SEBI has specified certain guidelines for the growth of capital market and money market.
Directors are accessible to certain information of a company due to their position to which normal public is not accessible; such information if disclosed may vary value of company in the market. Directors should not use such information for personal benefit directly or indirectly.
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Social Responsibility- |
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Directors are required to act in the best interest of the Company with the object of profit maximization. But in the era of globalization of economy, directors are also responsible to the society as a whole with wealth maximization as the goal of a company. Thus directors are not only responsible to company or shareholders but are also responsible to the society including customers, consumers, Government authorities and economy as a whole which can be achieved by following certain code of conduct as mentioned.
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10. |
Periodic Review - |
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Once every year or upon revision of this code, every Director must acknowledge and execute an understanding of the code and an agreement to comply. New Directors will sign such a deed at the time when their Directorship begins.
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