1.
INTRODUCTION |
| Zenith
always considered Corporate Governance as an integral part of
good management. In it’s strive to achieve excellence, the Company
implemented the concepts of Corporate governance with openness,
integrity and accountability. The code of conduct is expected
to ensure compliance with legal requirements and our standards
of business conduct. Zenith is committed to continuously reviewing
and updating its policies and procedures, its organizational culture
and high standard of professionalism. Therefore, this Code of
Conduct is subject to modification from time to time. |
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| 2.
DEFINITIONS
Unless the context otherwise indicates:
| a. |
“Company” means
ZENITH BIRLA (INDIA) LIMITED, a limited liability company
registered under the Indian Companies Act, 1956. |
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| b. |
“Business Dealing”
or “Business Transaction” means any kind
of transaction to which the Company was, is, or is about
to become, a party, except a transaction between the Company
and an employee of the Company pursuant to the terms of
any employee plans (as, for example, any retirement plan,
profit sharing plan, stock option plan, employee residence
purchases plan or the like), and except for a transaction
between the Company and any person, firm, or corporation
primarily situated and is deal with on the same terms as
the other persons, firms, or corporations (as, for example,
transactions involving the payment of dividends to stockholders,
or the purchase of shares of stock in a corporation pursuant
to an offer extended to other shareholders of the corporation). |
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| c. |
A “Gift or Favor”
means anything of value; it may be in the form of money,
goods, entertainment, services, price concessions not available
to all Company employees or to members of the public generally,
preferential treatment, the use of property or facilities,
loans (except loans upon normal terms from a qualified lending
institution), or in any other form. |
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| d. |
“Directly or indirectly”
refers to activities either by the employee personally,
or by the employee through a family member, another company,
or other party, or through a trust or other entity, which
invests funds at the direction of the employee. |
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| e. |
“Organization with
which the Company does Business” means any person,
partnership, firm, corporation or governmental unit, sub-division
or agency with which the Company deals for the sale, purchase,
loan or rental of goods or services (excepting Company subsidiaries,
foreign or domestic). It also refers to the owners, employees
and other representatives of such organizations. The term
includes, for example, distributors, dealers, and other
purchasers of products which the Company finances; suppliers
of materials, equipment, parts or services, and distributors,
agents or representative of such suppliers; sub-contractors
of suppliers if they furnish a substantial component or
service for the product or service furnished by the supplier
to the Company; real estate brokers, construction contractors
and sub-contractors; advertising agencies and media representative;
caterers; vending machine concessionaires; banks, securities
dealers and brokers; insurance companies and agents; architects;
attorneys; accountants; engineers; designers; and consultants. |
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| f. |
“Financial Interest”
in an organization with which the Company does business
means any interest, direct or indirect, in the financial
success or failure of such an organization regardless of
how such an interest may have been acquired. It includes,
for example, owning stocks or bonds, being a partner, being
a creditor, or having any other arrangement as a result
of which there is an interest in or claim upon the assets
or income of the organization. It also includes any option,
warrant, agreement or other right or claim to acquire any
such interest. |
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| g. |
The phrase “to
the extent known” refers to knowledge by an employee
of the existence and extent of any financial interest held
by a “family member”. An employee is to assume responsibility
for acquiring knowledge concerning the financial interests
of those family members who live in the employee’s home.
As to family members who do not live in employee’s home,
the reports should be based upon the employee’s own best
knowledge, information and belief, and the employee need
not make inquiry. |
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| h. |
The term “Relatives”
will have the same meaning as defined under Section 6 of
the Companies Act, 1956. |
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| 3.
APPLICABLITY
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). |
Members of the Board and SMP
are expected to read and understand this code and uphold the
standards in day-to-day activities and comply with all applicable
laws, rules and regulations, policies & procedures adopted
by the Company. |
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| 4.
POLICY ON NATIONAL INTEREST
We believe that it is rewarding
to be better managed and governed and to align and intensify
its activities with national interests. We are committed in
all its actions to benefit the economic development of the countries
in which we operate. We are committed not to undertake any business
activity to the detriment of the national interest or those
that will have any adverse impact on the social and cultural
life patterns of its citizens.
5. GENERAL STANDARDS
OF CONDUCT
The Company expects all employees,
agents and contractors to exercise good judgment to ensure the
safety and welfare of employees, agents and contractors and
to maintain a cooperative, efficient, positive, harmonious and
productive work environment and business organization.
6. HONEST AND ETHICAL
CONDUCT
The Company expects all the
Board Members and SMP to act on behalf of the Company in accordance
with professionalism, honesty and integrity as well as high
moral and ethical standards. Such conduct shall be fair, transparent
and honest, which is free from fraud or deception.
7. POLICY ON CONFLICT
OF INTEREST
The term conflict of interest
pertains to situations in which financial or personal considerations
may compromise, or have the appearance of compromising our judgment
of professional activities. A conflict of interest exists where
the interest or benefits of one person or entity conflict with
the interests or benefits of the Company. These shall includes
the following:
| i. |
Use
of company information |
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During the
course of performing their activities, Company employees
frequently acquire information about the Company, its business
or the business of other organizations that has not yet
been made available to the general public. Employees may
not use such information for their own financial gain or
other personal advantage, nor may they disclose such information
to enable other persons to profit from it. Opportunities
to use such inside information are most frequently found
in securities transactions. If an employee learns of a significant
fact which might reasonably be expected to affect the price
of a stock or influence a person’s decision whether to invest
in it, the employee should not buy or sell any of that stock
unless satisfied that the information has been published
or otherwise released to the public. So long as the information
remains non-public, its use by an employee or anyone else
to whom the employee relays the information gives that person
an unfair advantage over the general investing public, and
could results in liability for both the employee and other
person involved.
A Board Member and SMP shall not
use or pass on information, which is not available in
the public domain and which therefore constitutes the
insider information for making or giving advise on investment
decisions on the securities of the Company. Such insider
information shall include the following:
| a.
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Acquisition
or divestment of any business or investments. |
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| b. |
Financial information
such as sales, profits, dividends, bonus etc. |
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| c. |
Expansion, diversification
or restructuring plan |
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| d. |
Fund raising plan |
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| e. |
Major supply or marketing
contracts having major impact on sales and profitability. |
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| ii. |
Employment/Outside
Employment
In consideration of your employment
with the Company, you are expected to devote your full
attention to the business interests of the Company. Any
employee of the Company shall not without the prior approval
of the Managing Director/Executive Director, accept employment
or a position of responsibility with any other Company,
nor provide freelance services to anyone.
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| iii. |
Outside Directorships
It is a conflict of interest to
disclose the material information about the company to
any competing company in which a Board Member or SMP is
also a Director.
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| iv.
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Business Interests
If you are considering an investment
in a Company, customer, supplier, developer or competitor,
you must first take great care to ensure that these investments
do not compromise your responsibilities to the Company.
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| v. |
Related parties
As a general rule, you should avoid
conducting Company business with the relative or with
a business in which a relative is associated in any significant
role. Relative will have the same meaning as defined under
Section 6 of the Companies Act, 1956.
If any proposed situation or transaction
including, but not restricted to the above, raises any
questions or doubts in your mind, the same should be forwarded
to the Secretarial Department for clarification.
In the event of an unavoidable
situation, the concerned employee should make a disclosure
to his or her immediate superior, who shall forward the
information along with the comments to the Company Secretary
or any other person designated for this purpose, who in
turn will place before the Managing Director/Executive
Director and/or the Audit Committee and upon a decision
being taken in the matter, the employee concerned will
be required to take necessary action as advised to resolve/avoid
the conflict. Failure to disclose facts shall constitute
ground for disciplinary action.
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Notwithstanding that such conflict of interest exists due to any
reasons, adequate and full disclosure by the interested Board
Members and SMP should be made in writing to the Board of Directors
and they shall be required to take necessary action as advised
to resolved/avoid the conflict, if any. |
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| 8.
FINANCIAL REPORTING AND RECORDS |
| The
Company shall prepare and maintain its accounts fairly and accurately
in accordance with prescribed accounting standards which represent
the generally accepted guidelines, principles, laws and regulations
of the Country in which the Company conducts its business affairs.
There shall be no willful omissions or concealment of any Company
transactions from the books and records, no advance income recognition
and no hidden ban account and funds.
The integrity of the Company’s accounting
and financial records is based on the accuracy and completeness
of basic information supporting the transaction. The Board Members
and SMP involved in creating, processing and recording such
information are held responsible for its integrity. Every accounting
or financial entry should reflect exactly what is described
by the supporting information.
Internal control and audit procedures
shall fairly and accurately reflect all of the Company’s business
transactions and disposition of assets. Any willful material
misrepresentation of and/or misinformation on the financial
accounts and reports shall be regarded as a violation of this
code, apart from inviting appropriate civil or criminal action
under the relevant laws.
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9.
INTEGRITY OF DATA
Every employee of the Company shall ensure, at all times, the
integrity of data or information furnished by him or her to the
Company. |
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| 10.
PROTECTING COMPANY ASSETS
The assets of the Company should not
be misused but employed for the purpose of conducting the business
for which they are authorized. These include tangible assets
such as equipment and machinery, systems, facilities, materials,
resources as well as intangible assets such as proprietary information,
relationships with customers and suppliers etc.
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| 11.
CITIZENSHIP
An employee of the Company shall in his
or her private life is free to pursue and active role in civic
affairs as long as it does not adversely affect the business
or interests of the Company.
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12.
SEPARATION
Employees will retire from the services of the Company on the
last of the month of attaining the 60 years of age or upon completion
of extension of service, if any, granted by the Management. This
is not applicable for Independent Directors on the Board. Employees
leaving the company other than on normal retirement or extension
of service are required to serve a notice to the Company as per
the letter of appointment or contract of employment as the case
may be.
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| 13.
REGULATORY COMPLIANCE
Every employee of the Company shall in
his or her business conduct, comply with all applicable laws
and regulations, both in letter and spirit, in all the territories
in which he or she operates. It is the policy of the Company
to comply with all applicable laws and regulations. The policy
prohibits all illegal payments or donation to any agencies.
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| 14.
STAKEHOLDERS
The Company is committed to enhance the
value of every stakeholder and comply with all regulations and
laws that govern stakeholders right. The Board of Directors
of the Company shall duly and fairly inform its stakeholders
about all relevant aspects of the company’s business and disclosure
such information in accordance with the respective regulations
and agreements. Every employee shall be responsible for the
implementation of and compliance with this code in his professional
environment. Failure to adhere to the code could attract the
most severe consequences, including termination of employment.
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15.
POLICY ON GENERAL RESPONSIBILITIES
| i.
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Customer
Relationships
The Company and its employees have
provided services for several years and have built up
significant goodwill over that time in the domestic and
international market. This goodwill is one of the most
important assets of the Company and therefore the employees,
agents and contractors, while representing the Company,
must act to preserve and enhance our reputation and goodwill.
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| ii. |
Gifts and Donations
Under no circumstances any employees,
agents or contractors accept any offer, payment, promise
to pay or authorization to pay any money, gift or anything
of value from customers, vendors, consultants etc. that
is perceived as intended, directly or indirectly to influence
any business decision, any act or failure to act, any
commitment of fraud, or opportunity for the commission
of any fraud. However, the Company and its employees may
accept and offer nominal gifts, which are customarily
given and are of commemorative nature, for special events.
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| iii. |
Political Non-Alignment
The Company shall be committed
to and support the functioning of a democratic constitution
and system with a transparent and fair electoral system
in India. The Company shall not support, directly or indirectly,
any specific political party or candidate for political
office. The Company shall not offer or any Company funds
or property as donations, directly or indirectly, to any
specific political party, candidate or campaign.
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| iv. |
Health, Safety
and Environment
The Company shall strive to provide
a safe and healthy working environment and comply, in
the conduct of its business affairs, with all regulations
regarding the preservation of the environment of the territory
it operates in. the company shall be committed to prevent
the wasteful use of natural resources and minimize any
hazardous impact of the development, production, use and
disposal of any of its products and services on the ecological
environment.
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| v. |
Quality of products
The Company shall be committed
to supply its products of the highest quality standards
and the standards should at least meet the required national
standards. The Company should endeavor to achieve international
standards.
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| vi. |
Equal opportunity
employment policy and policy prohibiting Discrimination
and Harassment
The Company’s greatest assets are
its employees. The Company is committed to attracting,
retaining and developing the best work force possible
in today’s market. The Company endeavors to offer equality
of opportunity to all employees and not to engage in or
support discrimination in hiring, compensation, access
to training, promotion, termination or retirement based
on ethnic and national origin, race, caste, religion,
disability, sex or political orientation. Employees of
the Company shall be treated with dignity and in accordance
with the Company’s policy to maintain a work environment
free of sexual harassment, whether physical, verbal or
psychological. The policies and procedures shall be administered
in a manner that ensures that in all maters equal opportunity
is provided to those eligible and decisions are merit
base. The Company is also committed to have a work place
that is free from illegal use of drugs and alcohol.
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| vii. |
Child Labour
It is the Company’s policy not
to support child labor. The Company is committed to implementing
the provisions of the Child Labor (Prohibition and Regulation)
Act, 1986.
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| viii. |
Forced Labour
The Company strictly prohibits
forced or compulsory labor. The Company is committed to
ensure that employees enter into employment and stay on
in the Company out of their own free will.
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| ix. |
Media Policy
The Company honors the information
requirements of the public and its stakeholders. In all
its public appearance with respect to disclosing company
and business information to public constituencies such
as the media, the financial community, employees and shareholders,
the Company shall be represented by the Chairman or Managing
Director/Executive Director of the Company and specifically
authorized employees. All statements to the medial shall
be true and fair and should have the legal clearance.
Disclosure of forward looking statements should be combined
with cautionary statements. Do not disclose non-public
information selectively to a particular group.
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| x. |
Insider Trading
Insider trading is prohibited by
both law as well as by the Company policy. Insider trading
generally involved the act of subscribing or buying or
selling of the company’s securities, when in the possession
of any unpublished price sensitive information about the
Company. It also involves disclosing any unpublished price
sensitive information about the Company to others who
could subscribe or buy or sell the Company’s securities.
Please refer Zenith’s Code for Prevention of Insider trading
Regulations, and in the event of any doubt or confusion,
you may please contract the Company Secretary.
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| xi. |
Reporting Concerns
Every employee of the Company shall
promptly report to the Executive Director / Compliance
Officer of any actual or possible violation of this code
or an event he or she becomes aware of that could affect
the business or reputation of the Company.
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