The Company aims to be the industry leader by achieving excellence in everything it does, including standards of business conduct. This objective shall be achieved by adopting a policy to conduct its business with responsibility, integrity, fairness, transparency, and honesty.
The purpose of this Code of Conduct and Ethics (“Code” or “Code of Conduct”) is to promote the conduct of business ethically in an efficient and transparent manner and to meet its obligations to shareholders and all other stakeholders. This Code is also a tool in carrying out the Company’s social responsibility in a more effective manner. This Code sets out a broad policy for one’s conduct in dealing with the Company, fellow directors and employees, and the external environment in which the Company operates.
This Code of Conduct applies to all the directors and all the Employees of the Company. For the purpose of this Code:
Where the Company is a major or strategic shareholder in another company, that company should also be made aware of this Code and encouraged to have a similar Code. We aim to choose as business partners people with high moral and ethical values compatible with our own. If we find ourselves in a business relationship with anyone (e.g., distributor, agent, joint venture partner, supplier, etc.) where it is clear that there is a serious incompatibility, which cannot be resolved, we will seek to terminate the relationship.
The Company is committed to high standards of corporate governance and believes in compliance with all the laws and regulations both in letter and spirit. The Company has endeavoured to set standards for itself, which are ahead of the times and higher than those stipulated by law. The Company is committed to provide in time, accurate and complete information as required, to all concerned including its stakeholders.
The Company’s vision is based on inspiring and unleashing the creative potential in human assets of the Company. This is possible in an environment where we all respect the rights of those around us. In this direction, the Company shall:
The Directors and Employees of the Company should act in accordance with the highest standards of personal and professional integrity, honesty, and ethical conduct. Honest conduct is conduct that is free from any fraud or deception. Ethical conduct is conduct conforming to accepted professional standards of conduct and shall include ethical handling of actual or apparent conflicts of interest between personal and professional relationships.
The Directors and Employees shall not engage in any activity or enter into any pecuniary relationship which might result in conflict of interest, either directly or indirectly.
A “conflict of interest” occurs when an individual’s personal interest directly or indirectly interferes or appears to interfere with the interest of the Company. The Directors and Employees must act at all times in the Company’s best interest and avoid putting themselves in a position where their personal interest conflicts or appears to conflict with the interest of the Company. Their personal interest will also include those of their immediate relatives. Any Director, Senior Management Personnel, or other Employee, who is aware of a conflict of interest or is concerned that a conflict might develop, is required to disclose the matter promptly to the Board in case of a Director and Senior Management Personnel and to the Managing Director in case of any other Employee.
The Directors and Employees owe a duty to the Company to advance the Company’s business interest when appropriate. The Directors and Employees are prohibited from taking (or directing to a third party) a business opportunity (relevant to the line of business intended to be pursued by the Company) that is discovered through the use of Company property, information or position, unless the Company has already been offered the opportunity and turned it down. The Directors and Employees are prohibited from using Company property, information or position for personal gain and from competing with the Company. Wherever, it is difficult to differentiate between personal and Company benefits or there are both personal and Company benefits in certain activities, the only prudent course of conduct for the Directors and Employees is to make sure that any use of Company property or services or such transaction that is not solely for the benefit of the Company has prior approval of the competent authority.
During the course of employment or dealing with the Company, any information of a confidential nature (whether about the Company, other companies, or individuals) that is known to Directors or Employees shall be treated as confidential unless publicly available. Such information should be used only for the purpose of the business of the Company.
The use of Company information for personal gain is strictly prohibited. This obligation continues for two years after leaving the Company.
The Company also respects the rights of others regarding their confidential information. Where information is received from third parties under conditions of confidentiality, the Directors and Employees shall comply with those conditions but no one should solicit confidential information from third parties without prior authorization.
The Company does not seek competitive advantages through illegal or unethical business practices. Each Director and Employee should endeavour to deal fairly with the Company’s customers, service providers, suppliers, competitors, and other Employees. No Director or Employee should take advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any unfair dealing practice.
The Directors and Employees shall immediately bring to the notice of the Board and/or Managing Director, as applicable, any unethical behaviour and actual or suspected fraud.
The assets of the Company shall not be misused by the Directors and Employees during the course of conducting the business of the Company or otherwise. The assets include tangible assets such as equipment and machinery, systems, facilities, materials, resources, etc., as well as intangible assets such as patents, proprietary information, process, design, etc., whether patented or not, relationships with customers and suppliers, etc.
The payment of bribes, kickbacks, or other payments of this nature in cash or kind to obtain business or otherwise gain advantage for the Company is strictly prohibited, irrespective of whether payments or offers are made directly or indirectly.
Though business gifts and entertainment are customary in many parts of the world, they need to be viewed with caution. The Directors and Employees may accept and offer nominal gifts which are customarily given and/or are of commemorative nature for special events.
Except for above, the Directors and Employees shall neither receive nor offer or make directly/indirectly any illegal payments, gifts, or any benefits which are intended to obtain unethical favour.
The Directors and Employees shall be committed to enhancing the shareholders’ worth/value and shall strictly comply with all regulations and laws that govern shareholders’ rights. The Board shall duly and fairly inform the shareholders of 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.
The Company’s vision envisages no compromise in its commitment to safety, health, and responsible care for the environment. Health and safety of the people in and around its area of operations are of paramount importance to the Company. The Company is committed to environment protection, pollution control, and maintenance of ecological balance. The Company shall maintain high standards of pollution control, environment protection, and safety.
The Company is committed to disclose in its financial statements all the information required to be disclosed under the relevant accounting standards or under any other law in force. Financial records should be kept in accordance with the applicable legal and regulatory requirements and internal controls. The Directors and Employees shall ensure the accuracy of records and reports, accounting systems, and tax payments. All financial transactions of the Company shall be carried out in accordance with the applicable legal framework and shall reflect the true and fair position of the transactions.
The Directors and Employees are accountable for full compliance with this Code of Conduct. SancƟons for breach of this Code shall be determined by the Board in the case of Directors and the Managing Director in the case of Employees. SancƟons may include serious disciplinary acƟon, removal from office as well as other remedies, all to the extent permiƩed by law and as appropriate under the circumstances.
Any significant breaches of the Code by the Directors or Employees must be noƟfied to the Board and the Managing Director, as applicable. The Managing Director shall report to the Board any significant breach of the Code.
Any question relating to how this Code should be interpreted or applied should be addressed to the Company Secretary of the Company at: jhajharia_nirman@yahoo.com