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1.1 The Code of Conduct (hereinafter referred
to as “the Code”) shall be the Code
of Conduct for Board Members and Senior Management
Personnel (hereinafter referred to as “the
Officers”) of Escorts Limited (hereinafter
referred to as “the Company”).
1.2 The Officers are expected to read, understand
and to uphold standards set out under the Code.
1.3 The Code shall come into force with effect
from 1st January, 2006.
1.4 The purpose of the Code is to further enhance
the existing ethical and transparent process in
the management of the Company. However, the Code
is not intended to cover every legal or ethical
issue that may arise in course of the business.
2.1 Board Members: Board Members shall mean the
Members on the Board of Directors of the Company.
2.2 Senior Management Personnel : Senior Management
Personnel means:
I. Executives in the grade of Associates Vice
President and above; and II. Functional Heads;
2.3 Family : Family shall mean the dependant family
members (i.e. spouse, son, daughter and parents)
of an individual.
2.4 Interest in Transaction: Interest in transaction
mean any material pecuniary interest in any contract
or arrangement, either by himself/herself or through
his / her family.
The Code shall be applicable to the following
category of persons:
1. Board Members; and
2. Senior Management Personnel. (hereinafter collectively
referred to as ‘the Officers’)
1. Integrity
The Company expects every Officer to accomplish
all tasks, while working in the Company as well
as while representing the Company, with highest
degree of honesty, integrity and professional
ethics.
2. Conflict of Interest
The Officers of the Company are expected to disclose
to the Board about nature of their interest in
transactions entered or proposed to be entered
with the Company.
The Officers are also expected to fully disclose
to the Board of the Company all financial and
commercial transactions that may have a potential
conflict with the interest of the Company at large.
3. Gifts and other benefits
No Officer either himself / herself or through
his family shall solicit, accept or retain any
gift, entertainment, trip discount, service, or
other benefit from any organization or person
doing business or competing with the business
of the Company, other than:
(a) modest gifts, courtesy or entertainment as
a part of normal business courtesy and hospitality
that will not affect his responsibility, duty
or honesty towards the Company; and
(b) acceptance of benefit that has been disclosed
to the Company. Acceptance of cash gift is strictly
prohibited.
4. Confidentiality of Information
The Officers are under obligation to maintain
the confidentiality of the information coming
them during the course of the employment / by
virtue of being the member of the Board of the
Company except in the ordinary course of discharge
of their duties.
No Officer of the Company shall disclose any information
either formally or informally, to media or press
unless specifically authorised by the Company.
No Officer of the Company shall disclose confidential
information even after he / she ceases to hold
such office.
5. Use of Company’s fund and Assets
It is expected from all the Officers of the Company
to use the Company’s funds diligently. Using
Company’s assets for personal gain is prohibited.
6. Corporate Opportunities
No Officer of the Company shall work as Director
of any other company or as a partner of a firm,
which is engaged in the business competing with
the business of the Company at large.
7. Compliance with Laws
The Officers of the Company are expected to comply
with the requirements all laws, rules and regulations
etc. applicable to their respective areas of operations.
The Code is in addition to and not in derogation
with any Act, law, rules and regulations, and
all other applicable policies and procedures adopted
by the Company that governs the conduct of its
Officers.
8. Transactions in Shares of the Company
No Officer of the Company shall indulge in trading
in Company’s securities on the basis of
Unpublished Price Sensitive Information.
Officer who intend to deal in the securities of
the Company, shall get the transactions pre-cleared
by applying to Compliance Officer if there are
total purchases / sales transactions / trades
involving 25,000 equity shares or securities of
the Company of the of market value of Rs. 5,00,000
or more in a calendar month.
9. Sexual harassment
Every Officer of the Company shall treat employees
of the Company and all other persons while discharging
his / her duties, with dignity and respect and
in the manner so as to maintain a work environment
free of sexual harassment, whether physical, verbal,
written or psychological or in any other suggesting
manner.
10. Maintain the Goodwill / Trade-name
No Officer of the Company shall act in a manner
which will tarnish the image / reputation / tradename
/ Goodwill of the Company by his / her conduct.
11. Compliance with Code of Conduct
This is obligatory on the part of every Officer
to make the disclosure under the Code affirming
their adherence to the Code as per the format
given in ‘Annexure A’ of the Code.
This disclosure shall be made to the Company Secretary/
Compliance Officer within 30 days of close of
every financial year.
The Provisions of this code can be amended/modified
by the Board of Directors of the Company from
time to time and all such amendments/modifications
shall take effect from the date stated therein.
ESCORTS LIMITED CODE OF CONDUCT
COMPLIANCE OF CODE OF CONDUCT * I do hereby solemnly
affirm that to the best of my knowledge and belief,
I have fully complied with the provisions of the
CODE OF CONDUCT FOR BOARD MEMEBERS AND SENIOR
MANAGEMENT PERSONS during the financial year ended
…………
(Sign)Date :Name : ________________Place :Designation
: ________________* to be submitted within 30
days of close of every Financial year.
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