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I. INTRODUCTION
Titanor
Components Limited is committed to conducting its business in accordance
with the applicable laws, rules and regulations and with highest standards
of business ethics. This code is intended to provide guidance and help
in recognizing and dealing with ethical issues, provide mechanisms to
report unethical conduct, and to help foster a culture of honesty and
accountability. All the Board Members and Senior Management of the Company
are expected to comply with the letter and spirit of this Code.
The Directors/Senior Management of the Company must not only comply
with applicable laws, rules and regulations but should also promote
honest and ethical conduct of the business. They must abide by the policies
and procedures that govern the conduct of the Company's business. Their
responsibilities include helping to create and maintain a culture of
high ethical standards and commitment to compliance, and to maintain
a work environment that encourages the stakeholders to raise concerns
to the attention of the Management.
II. GUIDELINES FOR CONDUCT
This
Code is applicable to all the Board of Directors of the Company and
the Senior Management which would comprise all members of management
reporting directly to the Managing Director, including all functional
heads.
The Directors/Senior Management should seek to use due care in the performance
of their duties, be loyal to the Company, act in good faith and in a
manner they reasonably believe to be not opposed to the best interests
of the Company. The Directors/Senior Management, should seek to :-
i. Make reasonable efforts to attend Board/Committee/Company meetings;
ii. dedicate time and attention to the Company; and
iii. seek to comply with all applicable laws, regulations, confidentiality
obligations and corporate policies of the Company.
III.
HONEST AND ETHICAL CONDUCT
The
Directors/Senior Management shall act in accordance with the highest
standards of personal and professional integrity, honesty and ethical
conduct not only on Company's premises and offsite but also at company
sponsored business, social events as well as any places. They shall
act and conduct free from fraud and deception. Their conduct shall conform
to the best-accepted professional standards of conduct.
IV.
CORPORATE BUSINESS OPPORTUNITIES
In
carrying out their duties and responsibilities, the Directors/Senior
Management should avoid:
(a) appropriating corporate business opportunities for themselves that
are discovered through the use of Company property or information or
their position as Directors/Senior Management;
(b) using Company property or information, or their position as Directors/Senior
Management, for personal gain ; and
(c) competing with the Company.
A corporate business opportunity is an opportunity (1) which is in the
Company’s line of business or proposed expansion or diversification,
(2) which the Company is financially able to undertake and (3) which
may be of interest to the Company. A Director/Senior Management Personnel
who learns of such a corporate business opportunity and who wishes to
avail of, it should disclose such opportunity to the Company’s
Board of Directors. If the Board of Directors determines that the Company
does not have an actual or expected interest in such opportunity, then,
and only then, may the Director/Senior Management avail of it, provided
that the Directors/Senior Management has not wrongfully utilized the
Company's resources in order to acquire such opportunity.
V.
CONFLICTS OF INTEREST
Each
Director/Senior Management should endeavor to avoid having private interests
interfere with :
(i) the interests of the Company or
(ii) their ability to perform their duties and responsibilities objectively
and effectively.
Directors/Senior Management should avoid receiving, or permitting members
of their immediate family to receive, improper personal benefits from
the Company, including loans (beyond the Company’s Policy) from
or guarantees of obligations by the Company. Directors/Senior Management
should make a full disclosure to the entire Board of any transaction
or relationship that such Directors/Senior Management reasonably expects
could give rise to an actual conflict of interest with the Company and
seek the Board’s authorization to pursue such transactions or
relationships.
VI.
COMPANY PROPERTY
In
carrying out their duties and responsibilities, Directors/Senior Management
should endeavor to ensure that Management is causing the Company’s
assets, proprietary information and resources to be used by the Company
and its employees only for legitimate business purposes of the Company.
VII.
CONFIDENTIAL INFORMATION
The
Director's/Senior Management shall maintain the confidentiality of Confidential
Information of the Company or that of any customer, supplier or business
associate of the Company to which Company has a duty to maintain confidentiality,
except when disclosure is authorized or legally mandated. The Confidential
Information includes all non-public information (including private,
proprietary, and other) that might be of use to competitors or harmful
to the Company or its associates.
The Company’s confidential and proprietary information shall not
be inappropriately disclosed or used for the personal gain or advantage
of any Directors/Senior Management or anyone other than the Company.
These obligations apply not only during a Directors/Senior Management’s
term, but thereafter as well.
VIII.
FAIR DEALING
In
carrying out their duties and responsibilities, Directors/Senior Management
should endeavor to deal fairly, and should promote fair dealing by the
Company, its employees and agents, with customers, suppliers and employees.
They should act in good faith, with due care, competence and diligence,
in the best interests of the Company and fulfill their fiduciary obligations.
Directors/Senior Management should not seek to take unfair advantage
of the Company through manipulation, concealment, abuse of privileged
information, misrepresentation of material facts or any other unfair
dealing.
IX. COMPLIANCE WITH LAWS AND REGULATIONS
In
carrying out their duties and responsibilities, Directors/Senior Management
should comply, and endeavor to ensure that the Management is causing
the Company to comply, with applicable laws, rules and regulations.
In addition, if any Director/Senior Management becomes aware of any
information that he or she believes constitutes evidence of a material
violation of any securities or other laws, rules or regulations applicable
to the Company or the operation of its business, by the Company/Director/Senior
Management, then such Director/Senior Management should bring such information
to the attention of any or all of the Chairman of the Audit Committee.
X.
INSIDER TRADING
Directors/Senior
Management should observe all applicable laws and regulations including
the Company policies and Codes as applicable to them with respect to
the purchase and sale of the Company’s securities. Transactions,
directly or indirectly, involving securities of the Company should not
be undertaken without pre-clearance from the Company's compliance officer.
It is the responsibility of all the Directors/Senior Management to become
familiar with and understand these laws, regulations, policies and codes
and should seek further explanations and advice concerning their interpretation
and if required.
Any waiver of or amendments to the Company’s policies or Codes
may be made only by the Company’s Board of Directors and will
be disclosed promptly as required by applicable laws and regulations
including the rules of any exchange on which the Company’s securities
are listed or traded.
Directors/Senior Management should direct questions regarding the application
or interpretation of these guidelines to the Company Secretary/ Compliance
Officer.
XI.
ENCOURAGING THE REPORTING OF ILLEGAL OR UNETHICAL BEHAVIOR
Directors/Senior
Management should endeavor to ensure that management is causing the
Company to promote ethical behavior and to encourage employees to report
evidence of illegal or unethical behavior to appropriate Company personnel.
Directors/Senior Management should endeavor to ensure that the Company
will not allow retaliation against any employee who makes a good faith
report about a possible violation of the Company’s Code of Conduct.
XII.
NON-COMPLIANCE
If any Director/Senior
Management who knows of or suspects of a violation of applicable laws,
rules or regulations or this Code of conduct, he/she must immediately
report the same to the Board of Directors or to the Chairman of the Audit
Committee thereof. Such person should as far as possible provide the details
of suspected violations with all known particulars relating to the issue.
The Company recognizes that resolving such problems or concerns will advance
the overall interests of the Company that will help to safeguard the Company's
assets, financial integrity and reputation. Suspected violations of this
Code may be reported to the Chairman of the Board or the Chairman of the
Audit Committee. All reported violations should be appropriately investigated.
Violations of this Code of Ethics will result in disciplinary action,
which may even include termination of services of the Senior Management
or such other action as provided under the Companies Act, 1956 against
the Directors. The Company's Board or any Committee/person designated
by the Board for this purpose shall determine appropriate action in response
to violations of this Code of Ethics.
A Director charged with a violation of this Code should not participate
in a vote of a Committee or the Board concerning his/her alleged violation,
but may be present at a meeting of the Board or of a Committee convened
for that purpose.
Any question or interpretation under this Code of Ethics and Business
Conduct will be handled by the Board or any person /committee authorised
by the Board of the Company. Any waiver of this Directors’ Code
must be approved by the Board of Directors and publicly disclosed if required
by any applicable law or regulation. |
