Need And Purpose For The Company To Have The Code:

SEBI has instructed through an amendment to the Listing Agreement that "it is obligatory for the Board of the Company to lay down the Code of Conduct for all Board Members and Senior Management personnel shall affirm compliance on an annual basis". In order to give effect to the SEBI directive, this draft code of conduct comprehensively setting out the guidelines to be followed by the Board in directing and controlling the Company, has been prepared. Neither the SEBI, nor the Government and not even Stock Exchanges have formulated any model of such a code to be adopted by all the Companies. Hence, the Company has to adopt a code of Best Practices of the Company, in its own wisdom based on company legislation and stock exchange mandates: This code envisages the responsibilities, aims and objectives of various entities, persons/Departments such as the Board, the independent/executive director, the accounts, the internal audit and the Company in general. It is designed to achieve necessary high standards of Corporate behaviour. It lays down a clear frame work for the attainment of higher levels of disclosures, transparency, compliance with the laws, systems controls etc. for sustainable development of Company's stake holders including shareholders, employees, the lenders, the clients and the Government.

Outlines Of The Code

The code has been divided into four sections (given in Annexures). The first, relates to the Board's structure and procedures and its duties. The second section deals with the role of outside directors and independent directors, i.e. these who are free from any business or other relations with the Company which could materially interfere with the exercise of their Independent Judgement. The third covers the executive directors their remuneration and disclosure thereof and senior level executives. The final section addresses the important questions of financial reporting and financial control such as constitution of Audit Committee of the Board and reporting on the effectiveness of the Internal Control.