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. |
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