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This Code of Conduct (the "Code") in terms of Clause 49 of Listing Agreement with Stock Exchange shall be effective from 1st January, 2006. |
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This Code shall be applicable to each member of the Board of Directors of Electrosteel Castings Ltd. (the "Company"), hereinafter referred to as 'a Director' as well as employees in the grade of General Managers and above of the Company, or such members of the 'Senior Management' of the Company or such other employees of the Company as may be designated as members of the Senior Management for the purpose of this Code by the Managing Director of the Company from time to time (hereinafter referred to as "Senior Management Executives") |
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The Board of Directors of the Company desires to document a Code of Conduct for all Directors and Senior Management Executives with the following objectives:
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To ensure that all Directors act within limits of authority conferred upon them and they function in the best interest of the company and all stakeholders. |
| b. |
Enhancing the standards of honest and ethical conduct |
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Evolving as good corporate citizens by implementing highest degree of transparency, integrity, accountability and corporate social responsibility. |
| d. |
To further achieve good corporate governance by complying with all laws, rules and regulations applicable to the Company and fulfilling responsibilities towards stakeholders. |
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| A. |
Honesty and Integrity
All Directors and Senior Management Executives must conduct their activities with honesty, integrity, and in a fair manner. They must act in accordance with highest standards of personal and professional integrity, honesty and ethical conduct in respect of all transactions |
| B. |
Conflict of Interest :
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Those to whom this code applies shall not engage in any business or activity which may be in conflict with the business pursued by the Company and avoid scrupulously conflicts of interest with the Company. A conflict of interest exists where the interest of a Director or member of the Senior Management conflicts with those of the Company |
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Given below are some common circumstances that may lead to an actual or potential conflict of interest. |
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An activity or engagement that interferes with the performance of duties or is otherwise in conflict with or prejudicial to the interest of the Company. An activity or interest that makes it difficult to perform work objectively or independently. |
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Receipt of personal benefits by a Director or member of the Senior Management including his family. |
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An activity that detracts the ability to devote appropriate time and attention to his or her responsibilities. |
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Investing in a company that compromises their independence and responsibility to the Company. |
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The receipt of non nominal gifts, excessive entertainment, personal benefits either by himself / herself or his / her family as a result of his / her position in the Company |
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Directors and members of Senior Management shall make full disclosure of all material, financial and commercial transactions that may have a potential conflict with the interest of the Company at large including dealing in company shares and commercial dealings with the bodies in which they have shareholding or interest. |
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| C. |
Regulatory Compliances :
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To comply with all applicable laws, rules, regulations and regulatory orders, both in letter and spirit. |
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To acquire appropriate up to date knowledge of requirements of compliances under various applicable statutes. |
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To report any possible violation of law, rules or the code of conduct in good faith. |
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