CODE OF CONDUCT AND BUSINESS ETHICS FOR BOARD MEMBERS AND SENIOR MANAGEMENT
INTRODUCTION
In terms of the Regulation 17 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is required to lay down a code of conduct for all its Board members as well as senior management . Therefore , the Board of Directors have framed a Code for Good Corporate Governance and ethical practices termed as “Code of Conduct and Business and Ethics” or “The Code”. (Annexed as Annexure I)
The purpose of this Code is to promote ethical conduct of the affairs of the Company. The code is in alignment with Company’s vision and values to achieve the mission & objectives and aims at enhancing ethical and transparent process in managing the affairs of the Company. The matters covered in this Code of Conduct and Business Ethics are of utmost importance to the Company, its shareholders, customers, business partners, and are essential to the Company’s ability to conduct its business in accordance with its stated values.
APPLICABILITY
The Code applies to the following persons: - (Referred to as officers)
- The Board of Directors of the Company.
- The members of the Senior Management Team of the Company.
- Functional Heads of All Departments; and
“Senior Management” for the purpose of this Code includes the following:
- Chief Financial Officer (CFO);
- Company Secretary (CS);
- Unit Heads/President/ Vice Presidents
All the members to whom the Code is applicable are expected and required to read and understand the Code and the Underlying principles and Standards therein, and uphold these standards in the day to day activities and comply with all the applicable laws, rules and regulations.
The Code shall be viewed more as a code of ethics for better and transparent Corporate Governance in the Conduct of Company’s business. The Principles and standards described in the Code are general in nature and are not intended to be all comprehensive.
ENFORCEMENT
The officers will review and investigate any allegation related to breach of Company’s policy by any officer, with or without the participation of any officer who may be the subject of such report. Any Officer who is subject to such an allegation must respond to such allegation to the Board. If the Board determines that any such act represents a violation under the Company’s Code of Ethics, then appropriate action as determined by the majority of the disinterested officers will be taken
WAIVERS
Any waiver from of Company’s code of ethics and Conduct may be made only by the Board of Directors.
AMENDMENT OF THE CODE
The provisions of the 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 the date stated therein.
PLACEMENT OF CODE ON WEB SITE
Pursuant to Regulation 46 of SEBI (LODR) Regulations, 2015, this code and any amendment thereto shall be hosted on the website of the Company.
ANNUAL COMPLIANCE REPORTING
- In terms of Regulation 26 of the Regulations, all Board Members and Senior Management Personnel shall affirm compliance of the Code initially at the coming into effect of this code. Thereafter, the compliance as aforesaid shall be affirmed annually within 30 days of the close of each financial year.
In the event there is any Change in the Board of Directors, Senior Management Personnel during the Year, the incumbent shall affirm compliance of the code initially within 30 days of joining.
Thereafter, the compliance as aforesaid shall be affirmed within 30 days of the close of each financial year.
The initial/annual affirmation of compliance form is at Annexure – Ii.
The duly signed Affirmation of Compliance Form shall be forwarded to the Company Secretary, as per the schedule mentioned above.
- The Annual report of the Company shall contain a declaration to this effect signed by the Chairman/Vice Chairman or Managing Director. The Annual Compliance Report shall be forwarded to the Company Secretary.
CONSEQUENCES OF NON-COMPLIANCE OF THIS CODE
In case of breach of this code, the same shall be considered by the Board of Directors for initiating appropriate action, as deemed necessary.