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CODE
OF CONDUCT
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The company has always ensured compliance
to typical business practices in personal and corporate
behaviour by its Directors and employees. To strengthen
good corporate governance practices and in compliance
with clause 49 of the Listing Agreement with the Mumbai
Stock Exchange, the Company has framed specific Code
of Conduct for the members of the Board of Directors
and Senior Management personnel of the company. "Senior
Management" shall mean personnel of the company
who are in the grade of General Manager and above, excluding
Board of Directors.
Code of Conduct for the members of the Board of Directors
and Senior Management:
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1.
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To act in accordance with the highest standard
of personal and professional integrity, honesty
and ethical conduct in the discharge of duties.
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2.
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To stay abreast of the affairs of the Company
and be kept informed of the company's compliance
with the relevant laws, rules and regulations.
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3.
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To exercise independent judgement on issues
of strategy, performance and policy matters.
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4.
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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.
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5.
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To maintain confidentiality of the Company's
business.
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6.
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Not to accept any offer, payment or anything
of value from the customers, vendors, consultants,
etc. that is perceived as intended, directly or
indirectly, to influence any business decision.
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7.
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Not to divert to his own advantage, any business
opportunity that the company is in pursuit.
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8.
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Not to compete, whether directly or indirectly,
with the company.
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9.
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To observe the "Code of Conduct for dealing
in equity shares and other securities of the Company"
framed under the SEBI (Insider Trading) Regulations.
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10.
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Not to make any contribution of company funds
to any political party or committee, domestic
or foreign, or to a holder of any office of any
government- National, State or Foreign, unless
it is legally permissible and is appropriately
authorised.
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11.
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Not to charge personal expenses to the company.
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12.
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Not to pursue any project or activity that may
harm the nation's interest and/or has an adverse
impact on the social/cultural life of the country.
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13.
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In case of Directors:
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a.
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to inform the company immediately about
the emergence of any situation that may
disqualify him/her from directorship.
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b.
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not to hold any office or place of profit
in the company by himself/herself or by
his/her relatives, without full disclosure
of information in connection therewith.
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The Senior Management of the company
is responsible for the day-to-day operations of the
company under the guidance and policy framework as directed
by the Board from time to time. In view of the same,
the responsibilities of the Senior Management becomes
more and therefore, they should observe the following
additional Code of Conduct as detailed below:
Additional Code of Conduct for Senior Management:
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1.
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To devote full attention to the business interest
of the company.
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2.
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To conduct oneself in a manner that will enhance
the image of his position, unit/company.
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3.
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To comply with all laws, rules and regulations
and also policies and procedures, laid down by
the company.
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4.
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To avoid conducting company business with a
relative or with a business in which a relative
is associated in any significant role.
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5.
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To have a clear understanding of the aims and
objectives, and abilities and capacity and various
policies of the company.
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6.
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Not to make any wilful misrepresentation, manipulation
and misinformation of the financial accounts and
reports.
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7.
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Not to misuse resources of the Company for personal
benefits and ensure that others do not misuse
the same in any form.
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8.
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To explicitly specify the criteria for appointing
an external resource (e.g. Supplier, Contractor,
Consultant etc) and evaluate several options objectively.
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9.
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Not to engage in any activity that interferes
with the performance or responsibilities to the
company.
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10.
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Not to accept simultaneous employment/directorship
with the suppliers, customers or competitors of
the company and not to take part in any activity
that enhances or supports a competitor.
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INTERPRETATION OF CODE
Any question or interpretation under this Code will
be considered and dealt with by the Board or any Committee
or any person authorised by the Board in this behalf.
The Board or any designated person/committee so authorised,
has the authority to waive compliance with this Code
of business conduct for any Director or Senior Management
personnel of the company. The person seeking the waiver
of this Code shall make full disclosure of the particular
circumstances of the case to the Board or the designated
person/committee.
A waiver of this Code, as may be made by the Board and/or
so authorised person/committee, shall be promptly posted
on the Website of the company.
Each and every Director and Senior Management personnel
is expected to comply with the letter and spirit of
this Code.
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