The Company conducts its business with responsibility, integrity, fairness and transparency. The purpose of this Code is to lay out a broad policy, to be adopted by Directors and Employees of the Company in course of discharging their duties and responsibilities and in all their interactions, internal and external, so as to promote healthy business practices in an efficient, professional and ethical manner. The Company is committed to maintain ethical standards in the process of corporate governance and also believes in compliance with all laws of the land. Directors and employees of the Company shall, in their conduct of business, honour such unbounded commitment and in particular are requested to :
1. Adhere to various policies and procedures of the Company as defined from time to time.
2. Keep Organization over self.
3. Demonstrate technical skills and proficiency in work to the best of their ability.
4. Maintain confidentiality for any data or information that belongs to the Company and must ensure that the Company's assets and confidential data is not misused and safeguarded against any threat.
5. Be fair in all dealings, helpful and respectful to their co-workers, maintain peace and harmony and work as a good team member.
6. Work together and not discriminate against other employees or other associates of the Company based on any religion, caste, creed, gender, socio-economic background and physical impairment.
7. Maintain punctuality and discipline.
8. Abstain from any form of harassment, sexual or otherwise, abuse and corporal punishment.
9. Maintain integrity in all matters relating to the Company and its business.
10. Be sensible at all times to the environment and work towards its protection.
Any Employee, who knows of or suspects of a violation of applicable laws, rules or regulations or this Code of Business Ethics must immediately report the same to the Company Secretary at the Company’s Corporate Office at:
4B Hungerford Street
Such person should as far as possible provide details with all known particulars relating to the issue. Violation of this Code of Business Ethics may result in appropriate disciplinary action. The Board of Directors or any person designated by the Board for this purpose shall determine appropriate action for any violation of this Code.
a) Identify persons who are qualified to become Directors and who may be appointed in Senior Management and Recommend their appointment and removal.
b) Carry out evaluation of every Director’s performance.
c) Formulate criteria for determining qualifications, positive attributes and independence of a Director.
d) Set out criteria relating to the remuneration for the Directors, KMP and other employees.
2) General Appointment Criteria
a) To consider standards of integrity and probity, qualification, expertise, positive attributes and experience of the person for recommendation of appointment as Director, KMP or at Senior Management level.
b) To ensure that the person so appointed as Director/Independent Director/KMP/Senior Management Personnel meets the requirements of the Companies Act, 2013, Rules made thereunder, or any other enactment for the time being in force.
c) The Director/Independent Director/KMP/Senior Management Personnel shall be appointed as per the procedure laid under the provisions of the Companies Act, 2013, Rules made thereunder, or any other enactment for the time being in force.
3) Board Diversity
The Board shall have a combination of Directors from different areas/industries as may be considered appropriate.
a) To consider and determine the Remuneration, based on the principles of (i) pay for responsibilities, (ii) pay for performance and potential and (iii) pay for growth and ensure that the remuneration fixed is reasonable and sufficient to attract, retain and motivate talent.
b) To take into account financial position of the Company, trend in the Industry, statutory, contractual and other obligations, appointee’s qualification, experience, past performance, past remuneration, etc.
c) To bring about objectivity in determining the remuneration package while striking a balance between the interest of the company and the Stakeholders.
d) To consider other factors as shall be deemed appropriate for elements of the remuneration and ensure compliance of provisions of Companies Act, 2013 and other applicable laws.
e) To ensure that a balance is maintained between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company in the remuneration of Senior Management, Key Managerial Personnel and others as may be considered appropriate.