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Code of Conduct

CODE OF CONDUCT FOR MEMBERS OF THE BOARD & THE EMPLOYEES
IN THE GRADE OF MANAGER & ABOVE
 

I. PREAMBLE:

Integrity, transparency and trust form part of the core beliefs of all activities of the
Company. Our corporate values include,

“We will not take what is not ours.”
“The obligation to dissent”
“We will have an environment conducive to openness.”
“We will have an environment for innovation.”
“We will have an environment for development.”
“We have a willingness to apologise and forgive.”
“We will respect our customers’ rights.”
“Value of Trust”
“We will be fair.”
“We will contribute to society.”

The said beliefs have been the basis of our growth and development. While the company has adopted a separate code of conduct for all its employees, it is important that there be a separate code of conduct for members of the Board and the Management, as they shape the growth of the organisation. Hence this code.

II. APPLICABILITY:

This Code of Conduct (“Code”) is formally adopted and is effective from 1st December,
2005. The Code is modified w.e.f. 28th October 2006 to include Employees in the grade of Manager & above and is applicable to the following persons collectively referred to as “Management”.

1. Members of the Board of Directors.
2. Manager and above.
3. Functional Heads / Department Heads / Business Heads.
Each Member of the Management undertakes to abide by this Code and shall submit a
declaration within ten days from the enforcement of this Code and thereafter annually
to be provided at the beginning of every financial year, confirming that he has not
violated this Code and other policies framed by the Company.

III. THE CODE:

1) To Lead by Example

Managers are the guidance force in the Company. It shall be the responsibility of the
Management to lead by example. Heading by example would mean and include:-

a) an appropriate and decent dress code.
b) humility in discussing matters with junior employees.
c) respectful restraint in use of abusive language during conversations with junior
employees.
d) the obligation to guide and motivate the complete organisation.
e) to lead by self commitment and self motivation and thereby showing a fitting
example to the junior employees.
f) to exercise powers conferred with reasonable discretion and after weighing
consequences of such use prior to such use.
g) to induce a feeling of loyalty towards the organisation.
h) to work selflessly and with due nobility to achieve the principles of the
organisation.
i) to be humane.

2) Honest and Ethical Conduct

To act in accordance with the highest standards of personal and professional integrity,
honesty and ethical conduct, whilst discharging the obligations cast upon him.
 
3) Principles of Compliance

a) Adhere to all laws, rules and regulations applicable to the business of the Company in all geographies where our business is situated.
b) If any, violations of laws, rules and regulations would subject the Company and its
officers to prosecution and as such entitles it to pursue remedies to defend itself and to recover or make good any loss/damage suffered by it.

4) Harassment and Discrimination
Conduct yourself in a professional manner and treat others with respect, fairness, and
dignity. The Company does not tolerate harassment or discrimination. In addition,
applicable laws and ordinances prohibit discrimination in employment based on race,
colour, religion, age, sex, national origin, ancestry, physical or mental disability, medical condition, veteran status, marital status, or sexual orientation. The Company is committed to providing a work environment that is fair and nondiscriminatory.
As a good corporate citizen the Company is committed to a gender friendly workplace.
This is in order to enhance equal opportunities for men and women; to prevent/stop/redress sexual harassment at the workplace and to guarantee good
employment practices. Sexual harassment includes unwelcome sexually determined behaviour such as unwelcome physical contact; a demand or request for sexual favours; sexually coloured remarks; showing pornography and any other unwelcome physical, verbal or nonverbal conduct of a sexual nature. The Company maintains an open door for reportees; encourages employees to report any harassment concerns and is responsive to employee complaints about harassment or other unwelcome and offensive conduct. A committee has been constituted to inquire into complaints and to recommend appropriate action, wherever required. The Company demands, demonstrates and promotes professional behaviour and respectful treatment of all employees.

5) Conflict of Interest

Management shall avoid conflict of interest. In case there is likely to be a conflict of
interest, he/she should make full disclosure of all facts and circumstances thereof to the Board of Directors or any Committee / officer nominated for this purpose by the Board including the Audit Committee and a prior written approval should be obtained. Some of the situations wherein a conflict of interest may arise are elucidated below:-
a) Employment
Devote full time, attention and energy to achieve the stated business objectives of the
Company and also towards enhancing shareholder value.
b) Outside Directorship
Not to accept any appointment as Director/Partner in any company, firm or body
corporate engaged in similar line of business or that of its subsidiary companies,
without prior consent of the Company.
c) Proprietary of Information/ Confidentiality
a. Respect the confidentiality of information acquired during the course of ones
work, except when authorised or is legally obliged to disclose.
b. No Member of the Management and his or her immediate family shall, directly
or indirectly, derive any benefit or assist others to derive any benefit from the
access to and possession of price sensitive information about the Company or
its group companies, which is not in the public domain and thus constitutes
insider information.
c. No Member of the Management shall use or proliferate information which is
not available to the public and which may constitute price sensitive or insider
information for making or giving advice on investment decisions on the
securities of the Company or any of its subsidiary/ affiliate companies or for
any other purpose on which such unpublished price sensitive insider
information has been obtained.
d) Related Party Transactions
Not to enter into any material transactions/arrangements, directly or indirectly,
through ones relatives with firms, companies’ etc. associated with the Company or
any of its associate/subsidiary companies without prior written consent of the
Company or whom the Board has resolved in favour of such transaction. .
e) Payments, receipt of gifts/favours from others
Not to, accept any payment, or promise to pay or authorise payment of any money,
gift or anything of value that may be construed to be intended, directly or indirectly,
to influence a business decision or to commit any fraud or for any personal gain or
reference.
f) Corporate Opportunities
Not to exploit any information, property or position, for personal gain. Resources
and amenities provided by or belonging to the Company shall be used with proper
care, responsibility and diligence.

6) Protection and Proper Use of Company’s Assets.
No employee shall misuse Company’s facilities for personal gain or benefit. Even in
their use for the Company’s purposes, every member of the Management shall exercise care to ensure that costs are reasonable and there is no wastage. Every member shall avoid ostentation in the Company’s expenditure.

7) Transparency
All members of the Management shall ensure that their actions in the conduct of
business are totally transparent except where the needs of business security dictate
otherwise. Such transparency shall be brought about through appropriate policies,
systems and processes, including as appropriate, involvement of more than one officer
of the Company in recording decision logic and maintaining supporting records. All
managers shall ensure that all the areas of operation are open to audit and their conduct is submitted to audit.

8) Use of Alcohol, Illegal Drugs, or Medication
The Company is committed to a drug-free and alcohol-free workplace. Any Member of
the Management who consumes or is under the influence of alcohol in the workplace
shall be deemed to be in violation of this Code and shall entitle the Company to initiate
such action as deemed fit.

IV. VIOLATION OF THE CODE:

Any violation of this code can result in sanctions up to and including termination of
service and/or thereafter withholding of options and/or terminating/ withholding any
other benefits that the designated member may be entitled to.

V. AMENDMENT TO THE CODE:
The Company may amend this Code to meet the requirements of the statute and the
business interest of the Company, subject to the approval of the Board.
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