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Code Of Conduct |
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For Directors And Senior Management Personnel |
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COMPANY'S PROPERTY |
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In discharging their duties and responsibilities, the Directors and Senior Management Personnel shall ensure that the Company's assets, proprietary information and resources of the Company are to be used by the Company and its employees only for legitimate business purpose of the Company.
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FAIR DEALING |
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In carrying out their duties and responsibilities, each Director and Senior Management Personnel shall ensure to deal fairly and shall promote fair dealings by the Company, its employees and its agents with customers, suppliers and their employees. |
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COMPLIANCE WITH LAWS AND REGULATIONS |
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Each Director and Senior Management Personnel shall ensure compliance with all applicable laws, rules and regulations. However, in the event of any material violation of securities or other laws, rules and regulations applicable to the Company, or the operations of its business, shall bring such information to the attention of the Board of Directors of the Company.
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INSIDER TRADING |
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All Directors and Senior Management Personnel shall not derive benefit(s) or assist others to derive benefit by giving investment advice from the access to and possession of information about the Company which is not made public and therefore constitute an insider information. All the Directors and Senior Management Personnel will comply with Navneet's Code on Insider Trading and the Insider Trading Guidelines as issued by SEBI.
Each Director and Senior Management Personnel shall become familiar with the SEBI Regulations relating to Insider Trading, the Code of Conduct framed under such SEBI Guidelines and shall seek sufficient explanation(s), clarification(s) and advice on interpretation of the terms used in such guidelines, if required.
Any waiver of or amendment to the Company's Policies or Codes may be made by the Company's Board of Directors and will be disclosed promptly as required in such Guidelines. |
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SEXUAL HARASSMENT POLICIES |
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Sexual harassment is an offensive conduct if resorted to by the Directors and Senior Management Personnel in the work place and is strictly prohibited.
Any Director or Senior Management Personnel who believes or comes to know of any act which constitute such sexual harassment shall immediately report to the Board of Directors or any Committee / person designated by the Board for initiating disciplinary proceedings against such offender. |
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ENCOURAGING THE REPORTING OF ILLEGAL OR UNETHICAL BEHAVIOUR |
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Directors and Senior Management Personnel shall ensure that management is promoting ethical behaviour and encourages employees to report evidence of illegal or unethical behaviour to the appropriate company personnel. The Directors and Senior Management Personnel shall endeavour to ensure that the Company will not allow retaliation against any employee who makes a good faith report about a possible violation of the Company's Code of Conduct.
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CODE OF ETHICS FOR SENIOR MANAGEMENT PERSONNEL IN FINANCE |
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The Senior Management Personnel in finance shall possess qualities of honesty, integrity and sound judgement which are very essential for success and reputation of the Company. The professional and ethical conduct of Senior Management Personnel in finance is most essential to the proper functioning of the Company. The Senior Management Personnel in finance shall be bound by the following Code of Ethics:-
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| (a) |
He shall act with honesty and integrity. |
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he shall act ethically in handling actual or apparent conflict of interest between personal, financial and professional relationships. |
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He shall make fair, accurate and timely disclosure in reports and documents that the Company files with or submits periodically to the Shareholders, Government Authorities and to the Public. |
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He shall disclose to the Board of Directors or any Committee designated by the Board for this purpose, any material transaction(s) or relationship(s) that reasonably could be expected to give rise to any possible violation of code including actual and apparent conflict(s) with the interest of the Company. |
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He shall keep confidential all information acquired in the course of his employment unless required to disclose due to any legal disposition. He shall ensure that no such confidential information is used for personal advantage / benefit. |
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He shall act in good faith and with due care and responsibility. He should be competent and diligent and shall not be misrepresenting the material facts. |
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He shall achieve responsible use of and control over all assets and resources or interest or utilised for the designated purpose. |
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All the Senior Management Personnel in finance shall adhere to the Code of Conduct of the Company. |
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NON-COMPLIANCE |
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If any Director or Senior Management Personnel comes to know or suspects of a violation of applicable laws, rules or regulations or this Code of Conduct, he / she must immediately report the same to the Board or any designated person / committee of the Board. Such person shall also provide the details of suspected violation together with all the particulars relating to the issue he is aware about.
The Board of Directors or any Committee thereof for this purpose shall decide the appropriate action to be taken in respect of violation(s) of this Code of Conduct. |
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INTERPRETATION OF CODE |
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The Board of Directors or person / committee authorised by the Board of Directors would handle any question or interpretation under this Code of Conduct. The Board of Directors or any designated person / committee has the authority to waive compliance with this Code of 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 of Directors or the designated person/ committee. |
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DEVIATION / WAIVER |
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Any deviation / waiver from this code can only be effected on the sole and absolute discretionary authority of the Board of Directors or any person / committee designated by the Board of Directors for this purpose. |
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