| The Code comes into effect from 1st
January 2006 |
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Code Of
Conduct |
| The duties, responsibilities and obligations
of Directors and Senior Management personnel are
given below: |
a. |
A Director shall not take Memberships of more
than such number of committees or act as Chairman
of more than such number of committees across
all companies as is prescribed under applicable
law or provisions of Listing Agreement with Stock
Exchanges. Every Director shall inform the Board
of all such Committee Memberships at the beginning
of each financial year and also of every change
as and when they take place. |
b. |
The Directors and Senior Management personnel
shall inform their equity holding in the company
and any changes that may take place and shall
not indulge in any trading of the shares of the
company which would come within the purview of
the Company's Insider Trading Regulations and
the SEBI (Prohibition of Insider Trading) Regulations,
1992. |
c. |
In case of any agreement or contract which
is or shall be entered into by and between two
corporate entities, in which a Director is interested,
the said Director shall forthwith draw the attention
of the Board about the fact and shall not participate
in the deliberations nor vote on the resolution
relating to the same. |
d. |
A Director shall comply with Clause 49 of the
listing agreement with stock exchanges on good
corporate governance. |
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e. |
A Director should conduct himself/herself in
such a way that he/she does not incur any disqualification
under Sections 283 and 274 of the Companies Act. |
f. |
The Directors shall ensure that the financial
statements and reporting, made on behalf of the
Company, do not contain any untrue statement or
omit any material fact or content that might be
misleading and shall strive to present a true
and fair view of the company's affairs in compliance
with the prevailing Accounting Standards, applicable
laws and regulations. |
g. |
The Directors shall duly and fairly inform
the shareholders all relevant aspects about the
company's business and disclose such information
as may be required, from time to time, in accordance
with the applicable rules and regulations. |
h. |
The Directors should disclose the nature of
their interest or concern in any material transaction
made or proposed to be made on behalf of the Company
as and when the Company is contemplating to transact
any business with any such person. In such situations,
the concerned Director is expected, besides disclosure,
to abstain from any discussion or deliberations
of Board meeting and Board committee meeting as
the case may be. A General Notice given to the
Company Secretary disclosing the list of persons
referred to in Section 299 of the Companies Act
is to be regarded as adequate Notice that such
Director is concerned or interested in any transaction,
which may, after date of the notice, be entered
into with that person(s) and shall deemed to be
sufficient disclosure of his/her concern or interest
in relation to any transaction. Such notice shall
be made annually and shall be submitted to the
Company Secretary on or before 31 March of each
year for the following financial year. Any change
in the list of persons referred above shall be
intimated in writing forthwith to the Company
Secretary. |
i. |
The Senior Management personnel should disclose
the nature of their interest or concern in any
material transaction made or proposed to be made
on behalf of the Company as and when the Company
is contemplating to transact any business with
any such person. |
j. |
A Director has along with other Directors,
to act collectively at Board/Board Committee meetings
to ensure that all important matters are brought
up for discussions, the deliberations are open
and transparent and the decisions are objective
and taken always with the best interests of the
Company in mind. |
k. |
Directors and senior management personnel should
make sure that the Company at all times complies
with statutes, rules and regulations in letter
and spirit. |
l. |
Directors are responsible to ensure that that
the report and recommendations of Audit Committee
and Shareholders' /Investors' Grievance Committee
receive due consideration. |
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m. |
Directors and the Senior Management team shall
conduct the Company's business in an efficient
and transparent manner and in meeting their obligations
to shareholders and other stakeholders. |
n. |
Directors and the Senior Management team shall
pursue corporate objectives to sustain the competitive
edge of the company and not be involved in any
activity that would have any adverse effect on
the objectives of the company or national interest. |
o. |
Directors and the Senior Management team shall
be committed to enhance the shareholders' worth/value
and shall strictly comply with all regulations and
laws that govern shareholders' rights. |
p. |
Directors and the Senior Management team shall
not engage in any activity or enter into any pecuniary
relationship that might result in conflict of
interest, either directly or indirectly. |
q. |
Directors and the Senior Management team shall
not derive any personal benefit by influencing
any decision relating to any transaction or involve
in any dealing with the company's promoters, its
management or its subsidiaries, suppliers, shareholders
and other stakeholders which may affect the independence
of the said Director or senior management team
member. |
r. |
Directors and the Senior Management team in
the course of their dealings with the Company
may gain access to confidential information and
hence must maintain absolute secrecy and should
not part with such information except with the
Board of Directors or as required by law. |
s. |
Directors and the Senior Management team should
practise the highest standards of personal ethics,
integrity and discipline in dealings with the
Company and should not derive any undue personal
benefit or advantage by virtue of his/her position
or relationship with the Company. |
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Compliance With The
Code |
| The Board is responsible to ensure
compliance with the Code of Conduct and take necessary
steps in the event of default. |
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Waiver And Amendments
To The Code |
| This Code is subject to the modifications
and no amendment/waiver of any provision of the
code is possible unless approved in writing by the
Board of Directors of the Company. |
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Others |
1. |
This Code is in addition to and not in derogation
with any Act, Law, rules and regulations that governs
the conduct of Board Directors. |
| 2. |
It is obligatory on the part of every Director
and Senior Management team Member to make an annual
disclosure under this Code affirming their adherence
to the Code on annual basis in the format appended.
This disclosure shall be made to the Board of
Directors on 01 April, for the financial year
preceding the date. |
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