| I.
PREAMBLE |
| The
purpose of the code is to promote ethical conduct, maintain the
trust and confidence of the public, deter wrongdoing, the good
reputation of the Company and the unquestioned integrity of all
personnel involved in the Company. The matters covered in this
code are utmost importance to the Company, our shareholders and
our business partners. Our promise is at the core of Corporate
Governance practice in Zenith. |
| |
| II.
APPLICABILITY
The Code of Conduct is applicable to
the following personnel referred to as Officers.
| 1. |
Chairman |
| 2. |
Managing Director/
Executive Director |
| 3. |
Other Members of
the Board |
| 4. |
All Senior Management
Personnel (SMP) up to the level of Assistant General Manager
(AGM). |
All the Officers are expected to abide
by this code as well as other applicable Zenith policies or
guidelines, as may be laid down from time to time. Any violation
of this code may result in disciplinary action, up to and including
immediate termination.
|
| |
| III.
CODE OF CONDUCT IN BRIEF
The code of conduct and ethics may be
laid down in brief. The members are advised to read and understand
carefully the code of conduct of the Company so as to understand
and act in accordance with highest standards of personnel and
professional integrity, honesty and ethical conducts.
The Board Members and
the Senior Management Personnel of the Company: |
| 1. |
Shall observe
the highest standards of ethical conduct and integrity and
shall work to the best of their ability and judgement. |
| 2. |
Shall maintain and help
the Company in maintaining highest degree of Corporate Governance
practices. |
| 3. |
Shall act in utmost good
faith and exercise due care, diligence and integrity in
performing their office duties. |
| 4. |
Shall ensure that they
use the Company's assets, properties, information and intellectual
rights for official purpose only or as per the terms of
their appointment.
|
| 5. |
Shall not seek, accept
or receive, directly or indirectly, any gift, payments or
favour in whatsoever form from Company's business associates,
which can be perceived as being given to gain favour or
dealing with the Company and shall ensure that the Company's
interests are never compromised. |
| 6. |
Shall maintain confidentiality
of information entrusted by the Company or acquired during
performance of their duties and shall not use it for personal
gain or advantage. |
| 7. |
Shall not commit any offences
involving morale turpitude or any act contrary to law or
opposed to the public policy. |
| 8. |
Shall not communicate with
any member of press or publicity media or any other outside
agency on matters concerning the Company, except through
the designated spokespersons or authorised otherwise. |
| 9. |
Shall not, without the
prior approval of the Board or Senior Management, as the
case may be, accept employment or a position of responsibility
with any other organization for remuneration or otherwise
that are prejudicial to the interests of the Company and
shall not allow personal interest to conflict with the interest
of the Company. |
| 10. |
Shall in conformity with
applicable legal provisions disclose personal and/ or financial
interest in any business dealings concerning the Company
and shall declare information about their relatives (spouse,
dependent children and dependent parents) including transactions,
if any, entered into with them. |
| 11. |
Shall ensure compliance
of the prescribed safety & environment related norms
and other applicable codes, laws, rules, regulations and
statutes, which if not complied with may, otherwise, disqualify
him/ her from his/ her association with the Company. |
| 12. |
Shall ensure compliance
with SEBI (Prohibition of Insider Trading) Regulations,
1992 as also other regulations as may become applicable
to them from time to time. |
| |
|
IV.
ACKNOWLEDGEMENT AND COMPLIANCE CERTIFICATE
Each
Board Members and Senior Managers both present and future shall
acknowledge receipt of the Code or any modification(s) thereto,
in the acknowledgement form annexed to this Code as annexed
herewith and shall also affirm compliance with this Code on
an annual basis as at the end of the each financial year of
the Company (as per Appendix I within 15 days of the close of
every financial year).
Any breach of the aforesaid Code brought to the notice of the
Compliance Officer or any member of the Board or Senior Management
shall be reported to the Board of Directors of the Company for
necessary action. |
| |
To,
The Compliance Officer
Zenith Birla (India) Ltd.
Acknowledgement and Compliance Certificate
I, ___________________________________, being a member of the
Board of Directors / Senior Management Personnel of Zenith Birla
(India) Ltd. (“the Company”) hereby acknowledge, confirm and
certify that:
| 1. |
I have
received, read and understood the Code of Business Conduct
and Ethics for Directors, Senior Management Personnel and
Functional Heads of the Company and understand that there
may be additional policies are laws specific to my job; |
| |
|
| 2. |
I’m bound by the
said Code to the extent applicable to my functions as a
member of the Board of Directors and Senior Management Personnel
of the Company; |
| |
|
| 3. |
During the Financial
Year ______________, I have complied with the provisions
of this Code. |
| |
|
| 4. |
I’m not aware of
nor am I a party to any non-compliance with the said Code. |
| |
|
| 5. |
If I have question
concerning the meaning or application of the code, any Company’s
policies are the legal and regulatory requirement applicable
to my job, I know that I can consult the Compliance Officer
and that my questions or reports to these sources will be
maintained in confidence. |
Signature,
Name and Designation
Date:
Note:
| 1. |
Please sign
and return this form to Compliance Officer. |
| 2. |
The code of conduct is
also posted on the website of the Company viz. Zenithsteelpipes.com |
| 3. |
In case of any queries,
the same may be forwarded at:
rajivgandhi@zenithsteelpipes.com |
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