CODE OF CONDUCT
1. OBJECTIVE
The objective of the Company in establishing this Code of Conduct ("Code") is to promote ethics, honesty, and professionalism within the Company and among its employees. The Company believes in being an integrated organization and that the actions of every employee affect the entire organization and its reputation. Any employee is obligated to strive for the extension of the Company's interests within legal limits and is responsible for preventing any kind of damage to the Company's interests or reputation. The Company expects all employees to abide by this Code in carrying out their duties and functions to the preserve trust of all its stakeholders and to ensure the Company's sustainable growth and development.
2. SCOPE
This Code along with its related procedures and measures, applicable to all employees, including senior executives and officers.
3. CONTENT
a) Morality and integrity:
i. The Company is committed to adhering to commercial ethics and firmly believes in the values of an integrated organization. This Code has been introduced to outline applicable legal requirements and policies for the Company and all its employees. Any Company employee with queries concerning ethics or legal matters is advised to consult with their division head or the Company's legal division for guidance.
ii. Ethical standards shall not be confined to legal compliance. Each individual shall be obligated to conduct all business ethically and to avoid any activity that could lead to a conflict of interest.
iii. The principles governing ethics and integrity consist of:
• Conducting all business with integrity and truthfully recording the process of all business dealings.
• Ensuring proper confidentiality of all commercial information when executing a transaction and retaining complete commercial and operational records, as well as protecting the commercial assets and intellectual properties of the Company, as well as of its client and strategic partners.
• All accounting ledgers, invoices, records, accounting entries, capital and assets of the Company must be securely catalogued and safeguarded to ensure that all Company transactions and business dealings can be fairly and accurately reflected. It is strictly forbidden to fabricate, falsify or create misleading claims or to fabricate or falsify any accounting entries, records, financial reports or any other related documents, or to make any misleading claims or records, or intentionally hide or cover the state of the Company's transactions- nor it is permitted to open, maintain or access any illegitimate accounts with any bank or a third-party institution with which to conduct account transactions related to the Company.
• It is forbidden to destroy, alter or forge any pertinent records that may likely be linked to an investigation, litigation or legal related settlement proceeding.
• When coming across incidents involving alleged unethical conduct or suspicions of violation to this rule, all personnel are obligated to inform the Company's Management.
b) Respect for individuals and customers:
i. The Company respects the privacy and integrity of every employee and upholds strict standards of privacy and confidentiality for individual personal data. Treatment of customers and commercial data concerning other individuals shall also be bound by this principle of confidentiality.
ii. Each employee should endeavour to deal fairly with the Company's customers, suppliers, competitors, and other employees. No employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair practices.
iii. The Company maintains open communication channels that encourage all employees to participate in Company affairs and to express their opinions to supervisors of all levels.
c) Avoidance of conflict of interest:
i. Prior to engaging in any business, investment or related activity that may lead to a conflict of interest between personal and professional relationships, the employee must fully disclose such conflict of interest to, and the potential conflict must be subject to review by, the CEO's office. More detailed guidelines on conflicts of interest are set forth in the Company's Rules of Integrity for employees (as Appendix-I). All Company personnel are obligated to file a report with the Human Resources division of the Company citing any probable conflict of interest that might concern the individual or the Company.
ii. Any action that may possibly transfer the Company's resources or interests to employees, their relatives or friends is prohibited in principle. If such action is considered beneficial for both the individual and the Company, it may be exceptionally permitted and proceed only after obtaining the Management's approval.
iii. All employees are prohibited from providing or disclosing Company confidential information without proper authorization from the Company. It is strictly forbidden to trade confidential or insider information for individual gain, benefit others or jeopardize the Company's interests.
iv. All personnel that participate in the review, evaluation and selection of vendors should avoid any circumstance that have the potential to bias a fair decision.
v. Unless otherwise approved by the Management in advance and in compliance with all applicable laws, employees are not permitted to take out or accept Company loans on behalf of oneself, one's relative or demand the Company to issue liability guarantees.
vi. Unless for Company business, advanced authorization shall be sought prior to accessing any of the Company's services, equipment, facilities, properties or any other form of resources. All employees should protect the Company's assets and ensure their efficient use. The Company's assets, whether tangible or intangible, are to be used only by authorized employees or their designees and only for the legitimate business purposes of the Company.
d) Gratuity and business reception:
i. All employees are prohibited from accepting or offering any kickbacks or other forms of illicit gain to any customer, supplier, or other parties associated with the Company.
ii. It is strictly forbidden for employees to accept gifts from the Company's vendors valued at over Rs. 500/- (Indian Rupees Five Hundred), or any cash, or any equivalent in monetary goods, such as gift certificates, checks, or stock certificates.
iii. All employees are forbidden from accepting lavish entertainment or receptions.
iv. Safeguards associated with the implementation of this Code and reporting of fraudulent act.
v. All employees must comply with applicable governmental laws, rules, and regulations, as well as the Company's regulations and procedures.
vi. The Company positively encourages workers to raise genuine concerns about malpractices, if any, and to report such concerns immediately.
vii. Examples of such malpractices may include suspected fraud, corruption or financial irregularity, criminal offences, injustice, endangering the health and safety of an individual or the environment or concealing any of these matters. The Company has established a procedure for making disclosures about such malpractices. In the first instance, the employee ("Discloser") should speak in confidence to the Human Resources Manager of the Company about any concerns.
viii. The Human Resources Manager will take a written statement from the Discloser and will discuss the matter with Senior Management. If the Discloser requests, this can be done anonymously. However, it may be easier for the Company to investigate the matter more effectively if the disclosure is not made anonymously.
ix. If further information is required for the investigation, the Discloser may be required to attend a meeting with the Human Resources Manager or a member of Management. Any such meeting will be conducted in confidence.
x. If the Discloser feels unable to approach the Human Resources Manager with their concerns, a written statement should be submitted marked 'Strictly Private and Confidential' to the Director of the Company.
xi. The outcome of the investigation will be explained to Discloser, where the Company is able to do so, but certain parts of the outcome may contain confidential information relating to, amongst other matters, fellow employees, or financial information, and may not be made available to the Discloser. Where the Company proposes to take no further steps in relation to the disclosure, the Discloser will receive reasons for this decision in writing.
xii. If the Discloser is not satisfied with the outcome of the procedure after the appeal stage, they may raise the matter confidentially with an appropriate public authority. However, before taking such action, the Discloser must notify the Company of their dissatisfaction with the procedure and their intentions.
xiii. The Discloser may disclose the matter confidentially to a qualified lawyer at any time to seek legal advice but should provide the lawyer with a copy of this Code.
xiv. The Company will make reasonable efforts to ensure that the Discloser is not subjected to any detriment as a result of making the disclosure. Any complaints of such detriment should be reported to the Human Resources Manager in the first instance. If the Discloser wishes the Company to take action regarding the detriment suffered, they may need to consent to their identity being revealed for the Company to take effective action.
xv. The Company will use all reasonable endeavours to protect the Discloser's identity if they make disclosures under this procedure, save where the Company is under a legal obligation to reveal the identity or where it is already publicly known that Discloser has made the disclosure or where it is necessary for the Company to reveal the identity in order to conduct the procedure, but the disclosure will be treated in strictest confidence.
xvi. No disciplinary action will be taken against the Discloser for making a disclosure in accordance with this procedure if they are raising genuine concerns.
xvii. However, this will not prevent the Company from taking disciplinary action if there are grounds to believe that a disclosure has been made maliciously or vexatiously, or if an external disclosure is made in breach of this procedure without reasonable grounds.
xviii. The Company will provide safeguard measures to protect the person reporting a violation of the Code or engagement in fraudulent activities, as well as any other related employees involved in subsequent investigations, against any unfair retaliation or treatment.
xix. Those found violating or breaching the Code will face appropriate corrective action by the Company depending on the severity of the incident. It is the responsibility of each employee to carefully read, understand, and comply with this Code, and to seek clarification on any points as needed. Questions regarding any legal or ethical requirements should be directed to the HR Head of the Company.
e) Waivers and amendments:
i. The Company reserves the right to grant waivers of this Code to employees in specific, limited situations. Waivers of the provisions of this Code for executive officers may only be granted under exceptional circumstances by the Management. Any waivers granted to executive officers and the rationale behind them shall be promptly disclosed to the shareholders.
ii. The Company shall promptly disclose any amendments made to this Code. It is the responsibility of each individual to stay informed about this Code as the Company periodically reviews and revises its contents.
APPENDIX- RULES OF EMPLOYEE INTEGRITY
1. Objective: The Rules of Employee Integrity are established with the aim of upholding the standard practice of integrity while enhancing business efficiency.
2. While employees of the Company are engaged in all sorts of business practices, they should conform to the following principles:
a) It is the duty of all employees to advance the Company's interests within the boundaries of the law.
b) Every employee bears the responsibility of safeguarding the Company's interests from any potential damages or losses.
3. Rules of Integrity:
a) Employees undertaking the business with vendors should adhere to the following principles:
i. Be honest and fair while selecting vendors. Select those who present products/services with the most competitive quality, prices, and delivery.
ii. No accepting rake-offs or other illegitimate interests from vendors.
iii. Employees and their relatives are strictly forbidden to accept any gifts, cash, or other valuables worth Rs. 500/- (Indian Rupees Five Hundred) or above from vendors.
iv. In principle, employees are prohibited from accepting entertainment receptions apart from simple meals. For any question regarding this principle, direct to the superior.
b) Employees in marketing or sales-related departments should adhere to the following principles when dealing with customers:
i. Be honest and fair while transacting with customers.
ii. If customers offer gifts, cash, or other valuables, courteously decline. If such an offer cannot be declined or returned and exceeds Rs. 500/- (Indian Rupees Five Hundred), please turn the item to the Company to be handled on a project-based basis.
c) All employees should prevent any of the following from occurring and affecting the Company's interests:
i. Through access to one's own duties, directly or indirectly seeking illegitimate interests or engage in fraudulent activities.
ii. Seeking illegitimate interests through one's authority or identity to access.
iii. Bullying or harassing subordinates.
iv. Invading or stealing equipment or property of the Company.
v. Engaging in fraudulent activities such as over-filing for traveling expenses or overtime compensations or applying for inaccurate expenses.
d) All employees have the responsibility of maintaining a clean image of the Company, which includes no gossiping about colleagues or superiors outside of office.
e) All supervisors must possess the ability of judging the rights and wrongs on integrity issues and should never use unregulated activities as excuses for any questionable conduct. Besides being honest themselves, they should lead subordinates in establishing a work environment practicing integrity.
f) Acceptance inspectors or authenticators of each business operation, as well as accounting examiners, have the responsibility of reporting upon the discovery of those violating the Rules of Integrity.
4. Rewards and Punishment:
a) Rewards for reporting: Correcting or reporting on violations of integrity rules is an action of protecting the rights of employees, shareholders, and the Company. Once found to be factual, suitable rewards will be given to the reporter.
b) Punishment: Punishment will be administered under any of the following occurrences:
i. When an employee violates the rules of integrity.
ii. When a direct supervisor:
• Causes his subordinate's violation of the integrity rules due to his improper supervision and guidance.
• Shelters a violator of the integrity rules with knowledge of the incident.
iii. When an acceptance inspector, authenticator, or examiner of each business operation:
• Overlooks a violation of the integrity rules due to his negligence on the job.
• Fails to report on any violation of the integrity rules found during inspecting, authenticating, or examining.
c) Provisions on Punishment: In addition to recovering and returning the illegitimate benefits to the original owner or Company, violators of the integrity rules will be subjected, in proportion to the weight of the incident, to the following different punishments or a combination of them:
i. Withholding of the performance cash awards, year-end awards and bonuses.
ii. Demotion of job grade
iii. Removal from post
iv. Legal action
d) Confession
i. In the case where the violator of the integrity rules makes a confession afterward, their punishment may be reduced or waived.
ii. If multiple individuals are found to have violated the integrity rules, the first person to confess may receive leniency or exemption from punishment.
