'Board of Directors' or 'Directors' shall mean the directors appointed on the Board of the Company
for the time being and shall include the directors appointed from time to time including executive
directors, non executive directors and nominee directors of the Company.
'Senior Management' shall mean and include the employees of the Company who form its core
management and are designated as senior General Managers, Vice President and Senior Vice
President and such other persons as the Board may from time to time include in this expression.
Code of Conduct
This Code of Conduct (hereinafter referred to as "Code") is framed pursuant to the Circular
No.SEBI/CFD/Dil/CG/1/2004 /12/10 dated October 29, 2004 and Circular No.
SEBI/CFD/DIL/CG/1/2006/13 dated January 13, 2005 issued by the Securities and Exchange Board
of India (SEBI) read with clause 49 (Corporate Governance) of Listing Agreement with the Stock
Exchanges.
The Company places uncompromising emphasis on integrity, ethical conduct, transparency and
adherence to regulatory compliances.
The Company has avowed to place appropriate systems for good and effective corporate
governance. The Company believes in making timely corporate disclosures and providing a strong
and firm platform for investor protection. The Company recognizes that a shareholder has a right to
good corporate governance to maximize and protect the value of its investment. The Board and the
Senior Management occupy positions of power and control and management the affairs of the
Company. They are also responsible to perform their fiduciary duties with high responsibility and
accountability towards the Company and its shareholders. The Code provides a framework for the
conduct and responsibility of the Board and the Senior Management in the course of performing
their duties vis a' vis the Company.
The Code shall comply with applicable law and best Industry's standards on conduct of its Officers.
The principle underlying the Code is that the Directors and Senior Management of the Company
must act within the authority conferred upon them by the Company and with a fiduciary duty to
make informed decisions in the best interests of the Company and its shareholders.
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