Code Of Conduct

DIRECTORS
  1. This Code of Conduct (CoC) shall be applicable from the date as approved by the Board of Directors (BoD) to all the Directors of the Company, as on the date of applicability of CoC, and the Directors, who may be inducted, from time to time.
  2. Directors shall make all efforts to protect the interest of the shareholders, investors, employees, lenders, and customers and in general, society at large.
  3. Directors shall maintain high standards of integrity, dignity and fairness in conduct of duties.
  4. Directors shall fulfill their respective obligations in a prompt, ethical and professional manner.
  5. Directors shall at all times exercise due diligence, ensure proper care and exercise independent professional judgement and further ensure that personal interest do not clash with official interest.
  6. Directors shall take all reasonable steps to report true and full information to shareholders as required under the Companies Act or under any other statute.
  7. Directors shall not indulge in any unfair practice or in insider trading activities, by virtue of their having secret and confidential information in their possession.
  8. Directors shall ensure that every show-cause notice, demand, prosecution notice, penalty notice is properly and professionally dealt with in the interest of the Company
  9. Directors shall provide protection to whistle blowers from unfair termination and unfair / prejudicial employment practices.
  10. Directors shall not unduly discriminate among the shareholders and employees except and save on ethical and commercial considerations.
  11. Directors concerned shall endeavour to ensure that grievances of shareholders and investors are properly and adequately dealt with and redressed in timely and appropriate manner.
  12. Directors shall maintain / update, from time to time, required level of knowledge and competence and abide by the provisions of Acts, Regulations, Circulars and Guidelines issued by statutory authorities.
  13. Directors shall comply with the award, order or direction of SEBI, Courts and other statutory authorities.
  14. Directors shall protect the interest of female employees and further ensure that no discrimination and harassment is made to them by the managers / Officers/workers / employees of the Company.
  15. Directors shall keep the Board informed of details of all financial and commercial transactions, entered into by the Company with third parties or entered into with the Company by the third parties, in which they have / may have direct or interest, before entering into such transactions.
  16. Directors shall make an annual disclosure in the month of March every year, details of their direct / indirect interest in other companies, partnership firms, proprietorships in Form-24 AA, as prescribed.
  17. Directors shall inform changes in directorships in other companies, immediately on induction / severance.
  18. Directors shall inform changes in memberships / chairmanships of sub-committees of Board of other companies, immediate on induction / severance.
  19. Directors shall make their best endeavour to attend all meetings of Directors / shareholders and committees of directors, in which they are members. They shall keep the company informed of their inability to attend any meeting well in advance.
  20. Directors shall keep the company informed of both their shareholdings as well as beneficial interests in the Company, both prior to appointment as well as at the time if any change occurs in the same.
  21. Executive Directors shall at all time ensure and satisfy that they would not be convicted of an offence under any of the following Acts and statutes and if convicted, they shall not be sentenced to imprisonment for any period, or fined for any amount exceeding one thousand rupees :
    1. Indian Stamps Act, 1899 ;
    2. Central Excise and Salt Act, 1944 ;
    3. Industries (Development and Regulation) Act, 1951 ;
    4. Prevention of Food Adulteration Act, 1954 ;
    5. Essential Commodities Act, 1955 ;
    6. Companies Act, 1956 ;
    7. Wealth Tax Act, 1957 ;
    8. Income Tax Act, 1961;
    9. Customs Act, 1962;
    10. Monopolies and Restrictive Trade Practices Act, 1969 ;
    11. Foreign Exchange Regulation Act, 1973 ; and
    12. Foreign Trade (Development and Regulation) Act, 1992.
  22. Directors shall at all time ensure that they would not be detained under Conservation of Foreign Exchange and Prevention of Smuggling Activities Act, 1974.
  23. Directors shall at all time ensure their residential status in India and if at any time there is any change in their residential status, they shall keep the company informed immediately.
  24. Executive Directors shall ensure that they shall not relinquish office of Executive Directorship, before formal acceptance of their resignation by the Board.
  25. Directors shall annually affirm compliance of the CoC.

SENIOR EXECUTIVES
  1. This Code of Conduct (CoC) shall be applicable from the date as approved by the Board of Directors (BoD) to all the Senior Executives of the Company.
  2. Definition : `Senior Executives' mean and include those executives of the Company who report to any of the Whole time Directors of the Company, as on the date of applicability of CoC, and those senior executives, who may be recruited / promoted from time to time.
  3. Senior Executives shall maintain high standards of integrity, dignity and fairness in conduct of duties.
  4. Senior Executives shall fulfill their respective obligations in a prompt, ethical and professional manner.
  5. Senior Executives shall at all times exercise due diligence, ensure proper care and exercise independent professional judgement and further ensure that personal interest do not clash with official interest.
  6. Senior Executives shall keep the company informed of the details of all financial and commercial transactions, entered into by the company with third parties or entered into with the Company by the third parties, in which they have / may have direct or indirect interest, before entering into such transactions.
  7. Senior Executives shall not indulge in any unfair practice or in insider trading activities, by virtue of their having secret and confidential information in their possession.
  8. Senior Executives shall maintain / update, from time to time, required level of knowledge and competence and abide by the provisions of acts, regulations, circulars and guidelines issued by statutory authorities.
  9. Senior Executives shall be prepared for transfer between manufacturing or other units of the company from time to time at a short notice.
  10. Senior Executives shall annually affirm compliance of the CoC.