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Any question or interpretation under this Code of Ethics and Business Conduct will be handled by the Board or any person /committee authorized by the Board of the Company. The Board of Directors or any designated person/committee has the authority to waive compliance with this Code of business conduct for any director, officer or employee of the Company. The person-seeking waiver of this Code shall make full disclosure of the particular circumstances to the Board or to the designated person/ committee. |
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- All the members of the Board of Directors
- Members of the Senior Management and
- Any other persons as the Board may direct
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Officers must avoid any conflicts of interest with the Company in any transactions or business arrangements etc. Any situation that involves, or may reasonably be expected to involve, a conflict of interest with the Company, should be disclosed promptly to the Board. A “conflict of interest” can occur when:
- Officer's personal interest is adverse to or may appear to be adverse to the interests of the Company as a whole.
- Officer or his/her relative as defined by the Companies Act, 1956, receives improper personal benefits as a result of his/her position as a director of the Company.
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| Some of the more common conflicts, which officer should avoid are listed below: |
a. Relationship of Company with third-parties :
Officer may not receive a personal benefit from a person or firm, which is seeking to do business or to retain business with the Company. An officer shall keep away him/herself from any Company Board decision involving another firm or company with which the director is affiliated.
b. Compensation from non-Company sources :
Officer may not accept compensation (in any form) for services performed for the Company from any source other than the Company.
c. Gifts :
Officer may not offer, give or receive gifts from persons or entities that deal with the company in those cases where any such gift is being made in order to influence the officer's actions or where acceptance of the gifts could create the appearance of a conflict of interest.
d. Personal use of Company assets
Officer may not use Company assets, labour or information for personal use unless approved by proper authority, or as part of a compensation or expense reimbursement program available to all directors. |
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Officer is prohibited from:
Taking for themselves or their companies opportunities that are discovered through the use of Company property, Company information or position as a officer;
Using the Company's property or information for personal gain; or
Competing with the Company for business opportunities. However, if the Company's disinterested directors determine that the Company will not pursue an opportunity that relates to the Company's business, a director may then do so. |
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| Officer must maintain the confidentiality of information entrusted to them by the Company and any other confidential information about the Company that comes to them, from whatever source, in their capacity as a officer, except when disclosure is authorized or legally mandated. For purposes of this Code, “confidential information” includes all non-public information relating to the Company. |
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Officer must comply, and oversee compliance by employees with all applicable laws, rules and regulations, including insider trading laws. An officer's responsibility includes helping to create and maintain a culture of high ethical standards and commitment to compliances.
Officer must deal fairly, and must oversee fair dealing by employees and with the Company's customers, suppliers, competitors and employees. |
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The Directors must ensure that:
The Company and its Officers shall prepare and maintain accounts of the Company's business affairs fairly and accurately in accordance with the accounting and financial reporting standards which represent the generally accepted guidelines, principles, standards, laws and regulations of the country in which the Company conducts its business affairs.
Internal accounting and audit procedures shall fairly and accurately reflect all of the Company's business transactions and disposition of assets. All required information shall be accessible to Company Auditors and other authorized parties and government agencies. There shall be no willful omissions of any Company transactions from the books and records, no advance income recognition, and no hidden bank account and funds.
Any willful material misrepresentation of and/or misinformation on the financial accounts and reports shall be regarded as a violation of this code, apart from inviting appropriate civil or criminal action under the relevant law.
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Every officer shall ensure, at all times, the integrity of data or information furnished by him to the Board. |
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Officers should promote ethical behavior and take steps to ensure that the Company:
Encourages employees to talk to supervisors, managers and other appropriate personnel when in doubt about the best course of action in a particular situation.
Encourages employees to report violations of laws, rules, regulations or the Company's Code of Conduct to appropriate personnel;
Informs employees that the Company will not allow retaliation for reports made in good faith. |
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Officer should communicate any suspected violations of this Code promptly to the Board. Violations will be investigated by the board or by persons designated by the board, and appropriate action will be taken in the event of any violations of the Code.
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If officer would like to seek waiver of any of the provisions of this code of conduct must make prior application giving full disclosure of particular circumstances to the Board or any person /committee authorized by the Board of the Company.
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Officer of the Company to whom the code is applicable shall affirm the compliance with the code of conduct annually in the format attached to the code.
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