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Investor Relations
Puliyur
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CSR

Cement > Investor Relations

  • Conversion
  • Postal Ballot
  • Annual Report 2015
  • Annual Report 2009-14
  • Financial Results
  • Shareholding Pattern
  • Code of Conduct
  • Ballot Results
  • Unclaimed Dividend
  • Policies
  • Others
CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

PREFACE

The growth of the company depends as much on the professionalism and levels of ethical standards maintained in the conduct of its affairs as it does on the quality of its products produced or services rendered. Over the four decades of its existence your company has conducted its business and affairs maintaining very high moral and ethical standards.

This Model Code of Conduct (hereinafter referred to as "Code") is an elaboration on morals and ethics which has been the hallmark in the conduct of affairs of the company, designed to act as a guide to the Directors and Senior Management to be uniformly and consistently adhered to and maintain the company's high standards of moral ethics.

The Senior Management here comprises of all Executives functioning at one level below the Board of Directors and would include all the functional Heads of the organization.

This Code is to be read with and is in addition to general policies of the company and the Statutory Acts, Rules and Regulations which the company is otherwise bound by. The Code has been adopted by the Board of Directors and would be subjected to periodical review at their meetings to keep it in tune with the general and legal environment in which the company carries on its business.

PURPOSE OF THE CODE
Apart from complying with the requirements of the Listing Agreement with the
Madras Stock Exchange the purpose of the Code can be broadly described as
follows:

1) Maintenance of high standards of honesty, integrity and ethics in personal conduct and conduct of the     affairs of the company.

2) To frame a proper procedure to deal with Conflict of Interest between personal and professional     relationships.

3) To ensure full and proper compliance with applicable Laws, Rules and Regulations and regular      submission of documents and reports.

4) Confidentiality and fair dealing.

5) Protection and proper use of Company's Assets.

COMPLIANCE OFFICER
Mr S Hariharan, Company Secretary is designated as the Compliance Officer to administer this Code. Directors and the Senior Management officials may seek any clarification or make any report provided for in this Code to the Compliance Officer. The Compliance Officer will refer the matter to the Chairman of the Board for appropriate action and consideration at the Board Meeting wherever necessary.

HONESTY AND INTEGRITY
The Directors and Senior Management officials of the company are required to conduct themselves with the highest standards of personal and professional honesty, integrity and ethics when acting on behalf of the company.

The Directors and Senior Management Officials are also required to instill a culture of honesty, integrity, ethical and lawful conduct among all the employees of the company.

CONFLICT OF INTEREST
A conflict of interest is said to be present when the personal interests of any Director or Senior Management Official interferes or appears to interfere with the interest of the company. The Directors and Senior Management officials are expected to avoid activities, transactions and associations that may give rise to conflict of Interests as mentioned above and disclose any such matter that gives an impression or has a possibility of creating any conflict of Interests at any point of time.

It is not possible to conceive and put down all instance of conflict of Interests in this Code, however a few examples is listed below which may be used as guidelines to understand situations that may give rise to conflict of Interests.

a) The Directors shall not work for, undertake assignment or offer their services in any form to the suppliers, customers or competitors of the company in a manner that may give rise to conflict of Interest. The Senior Management Officials shall work exclusively for the company and shall not accept any other work / assignment whatsoever whether part time or otherwise except with the consent of the Chairman / Managing Director.

b) As a general rule, the Directors or Senior Management Officials shall avoid business relationship with a relative or an entity in which a relative of any Director or Senior Management Official is interested. Under unavoidable circumstances full disclosure of such transaction shall be made to the Board of Directors and their prior approval may be obtained.

c) The Directors and Senior Management Officials of the company shall not accept any gift or complements (including any services or favours) of value, that may be interpreted to affect business decisions or question their personal or professional integrity. However gifts and complements
of nominal value and those received in their personal capacity and status are exempted. Similarly the Directors and Senior Management Officials may give gifts and complements that are reasonable and legal. They shall not provide any gifts or complements which are illegal or prohibited by the policies of
the recipient.

d) The Directors and Senior Management shall not divert business opportunities made available to the company, for their personal gain or profit and shall pursue any business opportunity that comes their way due to their corporate position, only after full disclosure to the Board.

e) Any other transaction that has the possibility of raising questions of Conflict of Interest may be pursued only with full disclosure to the Board.

PROTECTION OF COMPANY'S ASSETS
It is the prime duty of the Directors and Senior Management Officials to ensure that the Assets of the Company are put to use in a manner that serves the best interests of the Company and for legitimate business purposes.

LEGAL COMPLIANCES AND DISCLOSURE POLICIES
It is the prime responsibility of the Directors to ensure that the business and affairs of the company are conducted in a manner that ensures full compliance of the various Statutes, Laws, Regulations, Guidelines etc. under which the company and/or the Industry is regulated.

It is the duty of the Senior Management Officials to keep them equipped with the knowledge of all the legal and statutory requirements relating to their purview and keep the Board of Directors informed of any new requirements, updations or amendments as and when they are introduced.

It is the duty of the Directors and Senior Management Officials to ensure that the company's disclosure policies fully comply with requirements of the legal and statutory environment within which the company operates. The company is committed to making a full, fair, accurate and timely disclosure in all the
documents and reports filed with various statutory and regulatory authorities and those for public viewing and it is the duty of the Directors and Senior Management Officials to ensure strict adherence to the same.

CONFIDENTIALITY
The Directors and Senior Management Officials shall maintain complete confidentiality of all the information made available to them by virtue of their Corporate position or in the course of discharging their professional duties, unless a disclosure of such information is mandatory to ensure compliance of any legal requirements or proceedings and that too may be made only with the prior authorisation from the Board or the approval of the Chairman.

The Directors and Senior Management Officials shall not use any information, not available to the general public and available to them by virtue of their Corporate position, relating to the company, its business or affairs for their personal gains.

FAIR DEALING
The Directors and Senior Management Officials should ensure fair dealing in performing their duties and interactions with the Company, its customers, suppliers, Directors, employees and any other person having dealings with the company. The Directors and Senior Management Officials should ensure that
they do not take unfair advantage or abuse their Corporate position in manner whatsoever either for their personal advantage or for the detriment of the company.

COMPLIANCE WITH THE CODE
It is the duty of every Director and Senior Management Official to fully comply with the Code in its letter and spirit. Any violation of the Code or improper conduct of affairs of the company at any level in the organization, noticed should be promptly informed to the Chairman and the Compliance Officer of the
company.

AMENDMENT AND WAIVER OF THE CODE
It has been the policy of the company to adopt corporate practices that comply with the current legal, ethical and business environment within which the company operates. So in this endaevour the Code would be subject to amendment and modification as and when the situation necessitates and would be done only with the approval of the Board of Directors at their meeting.

The company in general, would not grant waiver of this Code to anyone coming under its purview. But exceptional cases would require approval of the Board after due consideration to legal and other implications.
UNCLAIMED DIVIDENDS AS ON AGM HELD 31.08.2018
   UNP 2016-17
   UNP 2015-16
   UNP 2014-15
   UNP 2013-14
   UNP 2012-13
   UNP 2011-12
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