CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT PERSONNEL

 

1. Preamble

 

All Directors and Senior Management Personnel must act within the bounds of the authority conferred upon them and with a duty to make and enact informed decisions and policies in the best interests of the Company and its shareholders / stakeholders.

 

The Code is intended to maintain the high standards of corporate governance, transparency, business conducts and ethics. This code is the manifestation of the Company’s commitment to successful operation of the Company’s business in the best interest of shareholders, creditors, employees and other business associates. The principles embodied in the Code lay down broad standards of compliance and ethics, as required by clause 49 of the Listing Agreement with the Stock Exchanges. 

 

2. Applicability

 

The Code shall be applicable to the following persons of the Company -

a.       The Directors; and

b.       The Senior Management Personnel

3. Definitions

 

3.1 “Directors” means the directors appointed on the Board of the Company for the time being and shall include the directors appointed from time to time including executive, non-executive, independent and nominee directors of the Company.

 

3.2 “Senior Management Personnel” means all members of management of the Company one level below the executive directors, including all functional heads.

 

3.3"Board" shall mean the board of Directors of the Company.

 

3.4"Company" shall mean Rajasthan Cylinders And Containers Ltd.

 

4. CONDUCT OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL

 

4.1 Honesty, Integrity, Responsibility And Accountability in Performance of Duties

 

The Directors and Senior Management Personnel shall act -

 

a. in good faith, honestly, fairly with responsibility, due care and diligence;

b. in a professional, courteous and respectful manner.

 

4.2 Conflict of Interest

 

A conflict of interest occurs when a director’s or senior management personnel’s private interest intervenes in any way or even appears to intervene, with the interest of the Company as a whole.

 

The Directors and Senior Management Personnel shall not exploit for their own personal gain, opportunities that are discovered through use of corporate property, information or position, unless the opportunities is disclosed fully in writing to the Board and the Board declines to pursue such opportunity for the company. 

 

4.3 Prohibition on Insider Trading

 

No Director or Senior Management Personnel shall, either on his own behalf or on behalf of any other person, deal in securities of the Company when in possession of any Unpublished Price Sensitive Information and communicate directly or indirectly any Unpublished Price Sensitive Information to/from any person, except where the communication required is in the ordinary course of the business or employment or under any law.

 

All Directors And Senior Management Personnel should comply with the Code of Conduct for prohibition of Insider Trading.

 

4.4 Regulatory Compliance 

 

         Every Director and Senior Management Personnel shall, in his business conduct, comply with all applicable laws, rules and regulations, both in letter and in spirit, in all the territories in which he operates. If the ethical and professional standards set out in the applicable laws and regulations are below that of the Code, then the standards of the Code shall prevail.

 

4.5 Health, Safety And Environment

 

The Company and the Directors and Senior Management Personnel 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 Directors and Senior Management Personnel 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.

4.6 Protection of Assets

 

         The Directors and Senior Management Personnel shall not misuse, for personal gain or otherwise, the assets of the Company, including 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., and shall employ them for the purpose of conducting the business for which they are duly authorized.

 

         4.7 Enforcement And Disciplinary Actions

 

The Code is of paramount importance to the Company, its stakeholders and its business partners. Therefore, all directors and senior management personnel shall strictly adhere to the code. The Company will take appropriate disciplinary action for willful or deliberate non-compliance with the Code.

 

4.8 Public Representation And Confidentiality of Information

The Company honours  the information requirements of the public and its stakeholders. In all its public appearance with respect to disclosing information in relation to the Company’s activities to public constituencies such as the media, the financial community, employees and shareholders, the Company shall be represented only by specifically authorized persons.

 

        Any information concerning the Company’s business, its customers, suppliers, etc. to which the Directors And Senior Management Personnel have access or which is possessed by them, must be considered privileged and confidential and should be held in confidence at all times, and should not be disclosed to any person, unless (i) authorized by the Board; or (ii) the same is part of the public domain at the time of disclosure; or (iii) is required to be disclosed in accordance with applicable laws.

 

4.9   Compliance of the Code

 

         All Board Members and Senior Management Personnel shall affirm compliance with the code on an annual basis.

 

5. Duties of Independent Directors

The independent directors shall –

5.1 undertake appropriate induction and regularly update and refresh their skills, knowledge and 
        familiarity with the company ;

5.2 seek appropriate clarification or amplification of information and where necessary, take and 
        follow appropriate professional advice and opinion of outside experts at the expense of the   
        company;

5.3 strive to attend all meetings of the Board of Directors and of the Board Committees of which he  
       is a member;

5.4 participate constructively and actively in the committees of the Board in which they are  
         chairpersons  or members;

5.5 strive to attend the general meetings of the company;

5.6 where they have concerns about the running of the company or a proposed action, ensure that 
       these are addressed by the Board and, to the extent that they are not resolved, insist that their    
      concerns are recorded in the minutes of the Board Meeting;

5.7 keep themselves well informed about the company and the external environment in which it 
       operates;

5.8 not to unfairly obstruct the functioning of an otherwise proper Board or committees of the  
        Board;

5.9 pay sufficient attention and ensure that adequate deliberations are held before approving
         related party transactions and assure themselves that the same are in the interest of the          
         company;

5.10 ascertain and ensure that the company has an adequate and functional vigil mechanism and to
          ensure that the interests of a person who uses such mechanism are not prejudicially affected     
         on account of such use;

5.11 report concerns about unethical behavior, actual or suspected fraud or violation of the  
          company’s  code of conduct or ethics policy;

5.12 acting within his authority, assist in protecting the legitimate interests of the company,  
           shareholders and its employees;

5.13 not disclose confidential information, including commercial secrets, technologies, advertising
           and sales promotion plans, unpublished price sensitive information, unless such disclosure is
          approved by the Board or required by law. 

6. Amendments to the Code

 

         The provisions of this Code can be amended and modified by the Board of Directors of the Company from time to time and all such amendments and modifications shall take effect from the date stated therein. All Directors and Senior Management Personnel shall be duly informed of such amendments and modifications.