|The Code applies to the Members of Board of Directors
(hereinafter referred to as "Board Members") and Members of the Senior
Management Team of the Company one level below the Executive Directors, viz. Business
Heads, Unit Heads, Presidents, Joint Presidents, Executive Vice President, Senior Vice
President, Vice President and all other executives having similar or equivalent rank
in the Company and the Company Secretary of the Company (hereinafter referred to as
The Company Secretary or Chief Executive
Officer severally shall be the Compliance Officer for the purpose of this
The Code shall come into force with effect from April 1, 2015 and
future amendments / modifications shall take effect from the date stated
|Code of conduct |
The Board Members and Senior Managers shall observe the highest standards of ethical
conduct and integrity and shall work to the best of their ability and
The Board Members and the Senior Managers of the Company:
- Shall maintain and help the Company in maintaining highest degree of Corporate
- Shall act in utmost good faith and exercise due care, diligence and integrity in
performing their office duties.
- Shall ensure that they use the Company's assets, properties, information and
intellectual rights for official purpose only or as per the terms of their
- Shall not seek, accept or receive, directly or indirectly, any gift, payments or
favour in whatsoever form Company's business associates, which can be perceived as
being given to gain favour or dealing with the Company and shall ensure that the
Company's interests are never compromised.
- Shall maintain confidentiality of information entrusted by the Company or acquired
during performance of their duties and shall not use it for personal gain or
- Shall not commit any offences involving morale turpitude or any act contrary to
law or opposed to the public policy.
- Shall not communicate with any member of press or publicity media or any other
outside agency on matters concerning the Company, except through the designated
spokespersons or authorized otherwise.
- Shall not, without the prior approval of the Board or Senior Management, as the
case may be, accepts employment or a position of responsibility with any other
organization for remuneration or otherwise that are prejudicial to the interests of
the Company and shall not allow personal interest to conflict with the interest of the
- Shall in conformity with applicable legal provisions, including those relating to
Related Party Transactions, disclose personal and/ or financial interest in any
business dealings concerning the Company and shall declare information about their
relatives (spouse, dependent children and dependent parents) including transactions,
if any, entered into with them so as to enable the Board Members to take an informed
- Shall ensure compliance of the prescribed safety & environment related norms
and other applicable codes, laws, rules, regulations and statutes, which if not
complied with may, otherwise, disqualify him/ her from his/ her association with the
- Shall ensure compliance with SEBI (Prohibition of Insider Trading) Regulations,
1992 as also other regulations as may become applicable to them from time to
|In addition to the above, the Independent Directors
of the Company shall also abide by the duties as specified in Schedule IV of the
Companies Act, 2013 and the rules made thereunder.
|Board Member and Senior Managers shall affirm compliance
with this Code on an annual basis as at the end of the each financial year of the
Company (as per Appendix I within 7 days of the close of every financial year).
|Acknowledgement of receipt of the
|Each Board Members and Senior Managers both present and
future shall acknowledge receipt of the Code or any modification(s) thereto, in the
acknowledgement form annexed to this Code as Appendix II and forward the same to the
Any breach of the aforesaid Code brought to the notice of
the Compliance Officer or any member of the Board or Senior Management shall be
reported to the Board of Directors of the Company for necessary action.