CODE OF CONDUCT FOR BOARD OF DIRECTORS
Deepak Nitrite Limited’s (the “Company”) commitment to ethical and lawful business
conduct is the fundamental shared value of our Board of Directors, management and
employees and critical to the Company’s success. In furtherance of this commitment,
the Board of Directors of the Company (the “Board”) promotes ethical behavior, and
has a Code of Conduct for Directors (the “Code”).
The principal duty of the Board, along with management, is to ensure that the
Company is well managed in the interests of its stakeholders. The Board plays a very
important role in the Company’s governance. This Code has been adopted by the
Board to provide guidance on matters of professional and personal behavior and
applies to the Directors, alternates and any accompanying person participating in
Board Meetings. Each board member is expected to comply with this code.
The following principles govern the conduct of the Directors:
1. Honesty and Integrity :
2. Directors shall act honestly and with integrity in all of their dealings for the
Company.
3. Directors will not make promises or commitments that the Company does not
intend, or would be unable to honour.
4. Directors’ shall adhere to the truth, and not mislead directly or indirectly nor make
false statements, nor mislead by omission.
In performing their Board and Board Committee functions, the Directors will:
i) act diligently, honestly and in good faith;
ii) represent the interests of the stakeholders of the Company;
iii) exhibit high standards of integrity, commitment and independence of
thought and judgement;
iv) dedicate sufficient time, energy and attention to ensure the diligent
performance of his or her duties;
v) provide leadership in advancing the Company’s Mission, Aspiration, values
and leadership attributes;
vi) discharge their duties, as members of the Board and any Board Committees
on which they serve, in accordance with their good faith business
judgement and in the best interests of the Company and its stakeholders;
vii) become and remain familiar with the Company’s business and economic
environment in which the Company operates and understand the
Company’s principal business plans, strategies, and objectives, operations
results and financial conditions, and relative marketplace position;
viii) commit the time necessary to prepare for, attend in person or telephonically,
as appropriate and actively participate in regular and special meetings of the
Board and of the Board committees on which they serve; and
ix) comply with every provision of this Code.
2. Conflicts of interests:
Directors must avoid any conflicts of interests with the Company. Directors will not
enter into, without the prior approval of the disinterested members of the Board, any
transaction or relationship with the Company in which they have a financial or
personal interest (either directly or indirectly, such as through any relative (as defined
under Section 2(41), Section 6 read with Schedule IA of the Companies Act, 1956 or
any statutory modification or re-enactment thereof), or an organisation with which the
Director is affiliated, or any transaction or situation which otherwise involves a
conflict of interest. However in case of dealing with the Company, the Director will
always be at arm’s length to avoid the possibility of actual or perceived conflicts of
interest.
3. Corporate Opportunities :
Directors should not make use of Company’s property, information, or position for
themselves. No Director may compete with the Company or use of Company
property, information, or position, for improper personal gain.
4. Confidentiality :
Pursuant to their fiduciary position, Directors should maintain the confidentiality of
information entrusted to them by the Company and any other confidential information
about the Company, its business, customers or suppliers, that comes to them, from
whatever source, except when disclosure is authorised or legally mandated. For the
purpose of this code, “confidential information” includes all non-published
information relating to the Company, its business, joint venture partners, intellectual
property, outside agencies or employees.
Directors will not use confidential information obtained by them as a Director of the
Company for personal financial gain, nor will that information be used to obtain
financial benefit for any other person or business.
5. Protection and Proper use of Company
Assets :
Directors should not misuse the assets of the Company but it should be
employed for the purpose of conducting the business of the Company. These
include tangible assets such as equipment & machinery, systems, facilities,
resources as well as intangible assets such as intellectual property rights,
proprietary information & so on.
6. Insider Trading :
Directors should observe Company policies applicable to them as reflected in
Company’s Code of Conduct for Prevention of Insider Trading as well as the
Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
1992 or any statutory modification thereof with respect to the purchase & sale of and
dealing in the Company’s securities.
7. Compliance with laws and Company
Policies :
Directors should comply, and endeavor to ensure that management is causing the
Company to comply, with applicable laws, rules and regulations. In addition, if any
Director becomes aware of any information that he or she believes constitutes
evidence of a material violation of the securities or other laws, rules or regulations
applicable to the Company or the operation of its business, by the Company any
employee or another Director, then such Director should bring such information to the
attention of the Chairman of the Board.
8. Accountability :
The Code referred to herein is applicable to all Directors, who are accountable for
compliance of this code.
The Directors are required to acknowledge the receipt of this Code as per Annexure
A.
Directors should communicate any suspected violations of this Code promptly to the
Chairman of the Board. Suspected violations will be investigated as per the direction
of the Board and appropriate action will be taken to that effect.
9. Amendments of the Code
The Board shall review and reassess the adequacy of this code as may be necessary,
and make any amendments that it deems appropriate. All Board members shall affirm
compliance with the code on an annual basis. Any amendment or waiver of any
provision of this code must be approved in writing by the Company’s Board of
Directors and promptly disclosed on the Company’s website and in applicable
regulatory filings pursuant to applicable laws and regulations, together with details
about the nature of the amendment or waiver.
10. Compliance with the Code
All the Directors are required to certify annually to the Board about the compliance
with this Code. Such certification may be substantially in the form attached as
Annexure B to this code.
CODE OF CONDUCT FOR SENIOR MANAGEMENT
Deepak Nitrite Limited’s (the “Company”) commitment to ethical and lawful business
conduct is the fundamental shared value of our Board of Directors, management and
employees and critical to the Company’s success. In furtherance of this commitment,
the Board of Directors of the Company has approved the Code of conduct for Senior
Management of the Company (the “Code”) and is published on the Company’s
website. The Code is applicable to the Senior Management of the Company. The term “Senior Management” shall include personnel viz. President, Vice-President, General
Managers and all Functional Heads of the Company (hereinafter referred to as “Officers”).
All the Officers covered by this Code are expected to follow the stipulated guidelines
in the Code. This Code is intended as a source of guiding principles, since no code or
policy can anticipate every situation that may arise. This Code has been designed to
deter wrongdoing and to promote :
- Honest and ethical conduct, including the ethical handling of actual or apparent
conflicts of interest between personal and professional relationships;
- Full, fair, accurate, timely, and understandable disclosure in reports and documents
that the Company files with, or submits to Registrar of Companies, Securities &
Exchange Board of India (SEBI), Stakeholders, Stock Exchanges or to any other
government authorities, or otherwise makes public ;
- Commitment to enhance stakeholders value and provide them proper timely
service and also to comply with all regulations & laws that govern stakeholders’
rights.
- Not disclosing the Company’s confidential information to the outside public.
- The prompt internal reporting of violations of this code.
- Accountability for adherence to this code.
- To own up the responsibility for the failure and mistakes.
1. CONFLICT OF INTEREST
An Officer of the Company shall avoid any type of conflict of interests. The conflict
of interests may be of the following nature:
A. Employment / Outside employment :
All the Officers of the Company are expected to devote their full attention to
their assignments and work areas in the Company. Officers are prohibited from
engaging in any activity that interferes with their assignments and work areas
in the Company.
Our Code prohibits simultaneous employment with outside agencies or
competitors of the Company, or from taking part in any activity that enhances
or supports a competitor’s position. Additionally, Officers must disclose to the
Managing Director (MD), any interest that may conflict with the business of
the Company.
B. Outside Directorships :
Any Officer serving on the Board of another Company will be treated as a
conflict of interest. Officers must first obtain approval of the MD before
accepting any such directorship.
C. Business Interests:
If an Officer is considering investing in any outside agencies or competitor of
the Company, he or she must first take care to ensure that these investments do
not conflict with their responsibilities to the Company. As per the Code prior
approval of the MD is required before making such an investment.
D. Related Parties :
All the Officers should avoid conducting Company business with a relative, or
with a business in which his relative is associated in any significant role.
Relatives include spouse, siblings, children, parents, grandparents,
grandchildren, step relationships, and in-laws. The Company discourages the
employment of relatives of Officers in positions or assignments within the
same department. Further the Company should ensure that the Officer is not
involved in selection or in assessment of related employees. Further the
Company prohibits the employment of such individuals in positions that have a
financial dependence or influence (e.g. an auditing or control relationship, or a
supervisor / subordinate relationship).
E. Payment or gifts from others :
All the Officers shall not accept any offer, payment either directly or indirectly
or promise to pay , or authorisation to pay any money, gift, or anything of value
from outside agencies. Officers may accept nominal gifts such as sweetmeats,
diaries, small mementos or gifts given at family functions. Gifts given by
Company to outside agencies should be appropriate to the circumstances and
should never be of a kind that could create an appearance of impropriety. The
nature and cost must always be accurately reported in the Company’s books
and records.
F. Corporate opportunities :
Officers should not use the corporate opportunities for their own personal gain,
unless the opportunity is disclosed fully in writing to the MD and the MD
declines to pursue such opportunity.
G. Industry associations :
Officers should take care not to conflict their industry associations with the
Company’s business interests.
H. Other situations :
As stated earlier this Code is not an exhaustive Code, therefore any other
situation not mentioned in the Code may arise, it would be impractical to
attempt to list all possible conflict of interest. Therefore the other situations
will depend on circumstances of the case.
2. SOCIAL BEHAVIOUR :
Officers are expected to conduct themselves in a manner befitting the Company image
during Company or corporate parties. Officers must maintain sobriety during such
parties and associated social drinking. Any kind of excess or extremity must be
avoided. Lack of concern in this regard can cause unpleasantness and tarnish
Company’s image.
3. MISCONDUCT :
Officers shall maintain discipline in the Company and any misconduct will attract
disciplinary action by the Company.
4. POWER OF ATTORNEY :
All authorisations / Power of Attorney, issued by the Company in favour of Officers
shall stand revoked after cessation of their employment with the Company. Even
while serving the notice period, such Officer should with due discretion use the
authorisation / Power of Attorney. Upon such cessation of employment, the Officer
should forthwith return all originals and copies to the concerned head of the
department. If for any reason any Officer fails to return such documents, the Company
will have the right to withhold the dues of the concerned Officer.
5. DONATION :
Officers should not offer or give any Company funds or property as donation to any
government agency or its representative, directly or through intermediaries, in order to
obtain any favourable performance of official duties from the government agencies.
6. HONORARIA :
Officer should not receive any honoraria unless the Officer first receives express
authorisation from the MD for speaking at the events. Officers are permitted to get
reimbursed for expenses like travel, lodging and boarding etc. and acceptance of
nominal gift is permitted from the organisation that requested the speech /
presentations etc.
7. HEALTH, SAFETY & ENVIROMENT :
It will be the responsibility of the Officers to comply with all the regulations of the
Company concerning the health, safety and environment. However there would be
special emphasis laid on individual initiatives & self – discipline.
8.COMPLIANCE WITH GOVERNMENTAL LAWS, RULES REGULATIONS
AND COMPANY POLICIES :
It is the duty of each and every Officer to comply, with applicable laws, rules and
regulations. Officers must acquire appropriate knowledge of the legal requirements
and also keep themselves updated of all the amendments relating to their duties.
Violations of applicable governmental laws, rules and regulations may subject officers
to individual, criminal or civil liability, as well as to disciplinary action by the
Company. Such individual violations may also subject the Company to civil or
criminal liability or the loss of business.
In addition, if any Officer becomes aware of any information that he or she believes
constituting evidence of a material violation of the securities or other laws, rules or
regulations applicable to the Company or the operation of its business, by the
Company, then such Officer should bring such information to the attention of the MD.
9. INSIDER TRADING :
Officers should observe Company policies applicable to them as reflected in “Company’s Code of Conduct for Prevention of Insider Trading as well as the
Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
1992 or any statutory modification or re-enactment thereof with respect to the
purchase & sale of and dealing in the Company’s securities.
10. PROTECTING COMPANY ASSETS :
Officer should not misuse the assets of the Company but it should be employed for the
purpose of conducting the business of the Company. These include tangible assets
such as equipment & machinery, systems, facilities, resources as well as intangible
assets such as intellectual property rights, proprietary information & so on.
11. COMPANY’S PUBLIC DISCLOSURES :
It is the duty of the Officers to make sure that all the Company’s filings with the
government authorities, SEBI and stock exchanges, Registrar of Companies be
accurate and timely. Depending on their position with the Company, Officers may be
called upon to provide information to assure that the Company’s public reports are
complete, fair and understandable. The Company expects all of its Officers to take this
responsibility very seriously and to provide information that is accurate, complete,
objective, relevant, timely and understandable.
12. PRESERVING CONFIDENTIALITY :
It is the duty of the Officers to protect the Company’s confidential information.
Officers must make sure that the Company information does not leak prematurely into
the press or to competitors. Responsibility of the Officers extends beyond merely not
revealing confidential Company material ; they also include its proper labelling,
securing and disposal ; the safeguarding of confidential information that the Company
receives from third parties under non-disclosure agreements ; and internal compliance
with applicable intellectual property laws, such as those protecting patents, copyrights,
trade secrets and trademarks.
a. Confidential information
Officers shall not disclose the confidential information without any appropriate
non-disclosure agreement. When such instances arise, simply make sure of
execution of such agreement with appropriate parties. In addition Officers
should report to the MD of any possible infringements of Company’s
confidential information.
b. Third – party information
Officers should not disclose confidential Company information to any third –
party. Officers should take care not to accept any confidential information from
third parties without a duly signed non-disclosure agreement. Even after the
agreement is signed, try only to accept as much information as is necessary to
accomplish ones business objectives. Also, please remember that Officers are
Officers should also be sure to obtain legal licenses for any third-party software
he / she uses in work, and that one has received a publisher’s consent, or
consult the information Technology department, before copying any
publication or software in connection with ones work with the Company.
c. Outside Communications
Officers should not disclose Company confidential information on the internet
or anywhere else unless one is authorised to do so as part of his / her job.
Officer should never discuss about the Company with members of the media
unless he / she has been explicitly authorised to do so.
d. Communication with the Financial Community
Officer should not disclose any confidential information to the financial
community, the press or any other outside organisation without prior approval.
Anyone who violates this policy may be subject to disciplinary action,
including immediate termination.
13. ACKNOWLEDGEMENT
Officers are required to sign the acknowledgement form annexed to this code
(Annexure I) and return the same to the Legal & Secretarial department indicating that
they have received, read and understood, and agree to comply with the code.
14. VIOLATIONS OF THE CODE
It is imperative that the Officers of the Company follow this Code. Violation of this
Code could cause significant liability to the concerned Officer. The Company shall
take appropriate action against any of its Officer found to be violating the principles
and policies of this Code.
15. WAIVERS AND AMENDMENTS OF THIS CODE
Officer should take note that this Code is subject to modification and amendment. Any
amendment or waiver of any provision of this code must be approved in writing by the
Company’s Board of Directors and promptly disclosed on the Company’s web site
and in applicable regulatory filings pursuant to applicable laws and regulations,
together with details about the nature of the amendment of waiver.
16. COMPLIANCE WITH THE CODE
Each Officer is required to certify the compliance with this code. Such certification
may be substantially in the form attached as Annexure II to this code.
17. LAW OF LAND
Officers of the Company in India and abroad should comply with the laws and
regulations of the Country in which they operate. |
