Code of Conduct
Clause 49 of the Listing Agreement has been revised vide Circular dated 29.10.2004. The revised Clause 49 contains certain additional conditions and one such condition pertains to Code of Conduct for the Board members and senior management of the Company. After detailed discussion in the matter and careful perusal of the relevant portion of Clause 49 of the Listing Agreement, the following Code of Conduct has been laid down for the members of the Board and senior management personnel.
1. Information to the Board and other authorities
As required by the Companies Act, 1956 and other Acts and Regulations, the directors will furnish information and declaration to the appropriate authorities in the form prescribed under various Acts and Regulations applicable to the members of the Board of a listed company. The senior management at the level of Deputy Divisional Head (DDH) and above and all other statutorily required officers shall furnish information / declaration to the Board of Directors as well as appropriate authorities prescribed under various laws.
2. Interest of the Company
Members of the Board of Directors and the senior management team below board level should discharge their responsibilities in the best interest of the Company and must not take part in any discussion and decision making process where their personal interest runs contrary to the interest of the Company.
3. Secret Profit
Members of the Board of Directors and the senior management team must not make any profit in the process of their dealings in the matter of the company without knowledge of the Board.
4. Pecuniary relationship
Directors must not receive any remuneration other than fees and reimbursement of expenses for attending meetings.
5. Attending Board Meetings and General Meetings
The directors should attend meetings of the Board of Directors & Committees thereof and the general meetings regularly.
6. Compliance of the applicable Regulations and Acts
The Board of Directors and the senior management staff should comply with all the applicable provisions of the Acts and Regulations which have been prescribed or which may be prescribed by the statutory authorities from time to time.
7. Number of Directorship and Chairmanship/Membership of the Committees of the Board
The directors of the Company shall restrict the number of directorship and the chairmanship and membership of the committees of the Boards as prescribed under the relevant laws.
8. Review of Statutory Compliance
The Directors shall periodically review compliance reports of all laws applicable to the Company and steps taken by the Company to rectify instances of non-compliance, if any.
9. Transaction with the Company
The Directors should furnish details of any business that may have been transacted by them with the Company to enable the management to make necessary legal compliance.
10. Acquisition and Sale of Shares
The Directors should furnish prior intimation to the Board in case of acquisition and sale of shares of the Company and must make necessary statutory compliance, if any, before such acquisition or sale.