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CODE OF CONDUCT FOR DIRECTORS &
KEY MANAGERIAL PERSONNEL
DIRECTOR
Preamble
Directors are appointed by Shareholders to manage the Company on
their behalf and to act for their benefit and in the interests
of the Company. Accordingly, Directors have a fiduciary
relationship with the Company. Their fiduciary duties arising
from such relationship are akin to those of a trustee, and they
are expected to display utmost good faith in their dealings on
behalf of the Company or with the Company. They are also not
expected to use any of the Company's assets or information
relating to its business, which may come to their control or
possession in order to gain any advantage to themselves at the
cost of the Company or its shareholders.
In addition to their fiduciary duties, Directors owe a duty of
care to the Company not to act
negligently in the management of its affairs, the standard of
care being that of a prudent and
reasonable man looking after his own affairs.
In addition to their fiduciary duties, Directors owe a duty of
care to the Company not to act
negligently in the management of its affairs, the standard of
care being that of a prudent and
reasonable man looking after his own affairs.
These fiduciary duties and the duty of care however are towards
the Company comprising the shareholders collectively as a
corporate body and not to any shareholder individually.
Code of Conduct Based on the above principles the Directors of
Elpro International Limited ('the Company') are expected to
observe the following
Code of Conduct
Disclosure of
Interest and Avoidance of Conflict of Interest
A Director has a duty to disclose his direct or indirect
interest in relation to any contract or
arrangement or proposed contract or arrangement entered into or
to be entered into by the
Company. For this purpose he is required to make a general
disclosure of interest every year giving a list of companies and
firms in which he shall be deemed to be interested indicating
his nature of interest, with changes, if any, notified to the
Board from time to time. In addition, except with the prior
consent of the Board, a Director or a firm in which such
Director is a partner, or a private company in which such
Director is a member or director, shall not enter into any
contract with the Company having monetary implications.
Directors shall inform the Board of Directors of the Company
before accepting any position of influence or of pecuniary
interest including directorship in any other organization whose
business is in direct competition with that of the Company.
Investment in
Shares of the Company/ Code for prevention of Insider Trading
A Director is required to disclose his investments in the
Company and in its holding company or subsidiary, if any, and
changes therein, if any, from time to time. Directors shall not
deal in the Company's
securities on a short-term basis. They have to accept that they
are not at all times free to deal in the
Company's
securities and they are bound by the Company's
'Code
of Conduct for Prevention of Insider Trading'.
Not to make
secret profit
A Director shall not make any secret profit out of his position.
If a Director receives information on a potential business
opportunity in his capacity as a Director of the Company he
shall not use that opportunity for his own purpose.
Confidentiality
Directors shall keep confidential and not divulge directly or
indirectly any information (except
what is in the public domain) relating to the Company, its
intellectual properties, its business and its customers/ vendors
which they have become aware of in the course of their
directorship either by knowledge derived in the course of
participation in Board Meetings/ Committee Meetings or from
papers circulated to them as Director. Directors shall not also
make use of such information for any purpose other than for the
benefit of the Company.
Not to contract
individually
A Director shall not act on behalf of the Company with any party
or commit himself on behalf of the Company in regard to any
arrangement or contract of a binding nature, unless specifically
authorized by the Board in that behalf.
Voting
When a Director exercises his voting right as a shareholder at
any general meeting of the
Company he is free to vote in his own best interest like any
other shareholder. However, when a Director votes as a Director
in any Board Meeting or Committee Meeting he does so in his
fiduciary capacity and is bound to vote not in his own personal
interest but in what he considers to be the best interest of the
Company.
SENIOR
MANAGEMENT PERSONNEL
Preamble
'Senior Management Personnel' comprising employees at the level
just below Directors and
holding positions such as Vice-President, General Manager and
Compliance Officer form the
core executive management team of the Company. Working under the
superintendence, control and guidance of the Managing
Director/Whole time Directors, or Directors they are responsible
for implementation of all management decisions concerning the
operations of the Company and for achieving its business
objectives. While doing so, they have to uphold and protect the
Company's reputation for integrity and
fair dealing and to set examples within the Company.
Code of Conduct
Based on the above principles the Senior Management Personnel of
Elpro International limited ('the
Company') are expected to observe the
following Code of Conduct.
Avoidance of
Conflict of Interest
Senior Management Personnel having financial, personal or family
interest in a vendor, customer or competitor shall make such
interest known to their immediate superiors and shall abstain
from the decision-making process related to such vendor,
customer or competitor. For this purpose
'family'
will mean
spouse, children, brothers, sisters and parents.
Business
Integrity and Ethics
Senior Management Personnel shall adhere to the highest standard
of integrity and ethics in
discharge of their functions. While exercising the authorities
and discharging the responsibilities assigned to them they are
expected to conduct themselves in such a manner as to avoid any
act which may bring embarrassment to the Company and to
themselves.
Terms and
Conditions of Employment and legal compliance
Senior Management personnel shall strictly comply with the terms
and conditions of their
employment with the Company including the Rules and Regulations
as applicable to them in
accordance with the Company's HR policy as in forced from time
to time. They shall provide the necessary support to the
Managing Director and Whole time Directors in ensuring that all
national and local laws, regulations and customs in the areas
falling within their respective remit are complied with.
Investment in
Shares of the Company/Code for prevention of Insider Trading
Senior Management personnel shall not deal in the Company's
securities on a short term basis. They have also to accept that
they are not free to deal in the Company's
securities at all times and they are bound by the Company's
'Code of Conduct'
for prevention of
'Insider Trading' which shall be deemed to be a part of this
'Code
of Conduct'.
Not to make
secret profit
Senior Management personnel shall not make any secret profit out
of their position. If they
receive information on a potential business opportunity in their
official capacity they shall not
use that opportunity for their own purpose.
Confidentiality
Senior Management personnel shall keep confidential and not
divulge directly or indirectly any information (except what is
in the public domain) relating to the Company, its intellectual
properties including technology and business processes, its
business and its customers/ vendors which they have become aware
of in the course of their employment with the Company. They
shall not also make use of such information for any purpose
other than for the benefit of the Company.
Non-compete
Without taking prior consent of the Company, Senior Management
personnel shall not accept any position of influence or of
pecuniary interest in any other organization whose business is
in direct competition with that of the Company.
PREVENTION
OF INSIDER TRADING
(Pursuant to Securities & Exchange Board of India (Insider
Trading) Regulations, 1992)
Compliance
Officer
1.
The Company has appointed a Chief Executive Officer and
Compliance Officer who shall report to the Directors.
2.
The Compliance Officer shall be responsible for monitoring
adherence to the relevant SEBI regulations for trading of the
Company's
shares by Insiders and the implementation of the Code of Conduct
under the overall supervision of the Board of the Company.
Explanation:
For the purpose of this Code, the term
'Insider'
shall mean:
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Directors
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Employees comprising the top two tiers of the Company management
and key employees in the Finance department
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Employees as may be designated by the Company from time to time
to whom these trading restrictions shall be applicable, keeping
in mind the objectives of this Code of Conduct
3.
The Compliance Officer shall maintain a record of the Insiders
and any changes made in the list of insiders.
4.
The Compliance officer shall assist all the Insiders in
addressing any clarifications regarding the Securities and
exchange Board of India (Prohibition of Insider Trading)
Regulations, 1992 and the Company's Code of Conduct.
Preservation of Price Sensitive-Information
1.
The Insiders shall maintain the confidentiality of all Price
Sensitive Information until publication thereof.
'Price Sensitive Information'
means any information which relates directly or indirectly to
the Company and which, if published, is likely to materially
affect the price of shares of the company. The information
listed in Para 3.2.2 hereinafter appearing shall be deemed to be
Price Sensitive Information. The Insiders shall not pass on such
information to any person directly, or indirectly by way of
making a recommendation for the purchase or sale of securities.
2.
Need to know
3.
Limited access to confidential information
Prevention of misuse of Price Sensitive Information
1.
All Insiders shall be subject to trading restrictions as
enumerated below:-
2.
Trading window
-
For the purpose of the Code, the term
'Trading window'
shall
mean the period during which trading in the Company's shares by
Insiders shall be permissible.
-
The Trading window shall remain closed during the time when the
following price sensitive information, although in the knowledge
of the Insiders, remains unpublished:-
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Periodical Finance Results (quarterly, half-yearly and annual)
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Proposals for declaration of dividends (interim or final)
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Proposals for issue of shares (public/ rights/ bonus) or
buy-back of shares
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Any major expansion plans or new projects
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Proposals for amalgamation or takeover
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Proposals for disposal of the whole or a substantial part of the
Company's undertaking
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Any significant changes in policies and plans relating to
operations of the Company
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The Trading window shall become open after the expiry of 24
hours from the time of publication of the information referred
to in Para 3.2.2
-
Insiders shall not trade in the shares of the Company when the
Trading window remains closed
3.
Pre-clearance of trades
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Insiders of the Company who intend to deal in the shares of the
Company in quantities aggregating to 5000 shares or more during
any period of 30 days in one or more transactions should
pre-clear the transaction as per the pre-dealing procedure as
described hereunder.
-
An application may be made in plain paper to the Compliance
officer indicating the estimated number of shares that the
Insider intends to deal in, the depository with which he/ she
has an account and the details as to his/ her shareholding
before and after the intended transaction.
-
The application shall contain an undertaking to the effect:
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That the applicant does not have any access to or has not
received any Price Sensitive Information upto the time of making
the application.
-
That in case the applicant has access to or received Price
Sensitive Information after making the application but before
the execution of the transaction he/ she shall inform the
Compliance Officer of the change in his/ her position and that
he/ she would completely refrain from dealing in the shares of
the Company till the time such information becomes public.
-
That he/ she has not contravened any provision of the Code of
Conduct.
-
That he/ she has made a full and true disclosure in the matter.
Other
restrictions
1.
The Insiders shall execute their order in respect of shares of
the Company within one week after the approval of pre-clearance
is given. If the order is not executed within one week after the
approval is given, the person must pre clear the transaction
again.
2.
The Insiders shall hold their investments in shares for a
minimum period of 30 days in order to be considered as being
held for investment purposes. The holding period shall also
apply to subscription in the primary market (IPOs.) In the case
of IPOs, the holding period would commence when the shares are
actually allotted.
3.
In case the sale of shares is necessitated by personal
emergency, the Compliance Officer may waive the holding period
after recording in writing the reasons for such waiver.
Reporting
Requirements for share transactions
1.
All Insiders shall be required to forward the following details
of their transactions in the Company's shares to the Compliance
Officer within a fortnight of entering into the transaction:-
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Date of transaction
-
Nature of transaction (Sale or Purchase)
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Number of shares, sold or purchased
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Price at which transacted
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Name of Stock Exchange where transacted
2.
The Compliance Officer shall keep a record of the particulars
furnished by the Insiders in terms of Para 1 above for a period
of 3 years .
Penalty for
contravention of Code of Conduct
1.
Any Insider who trades in shares or communicates any information
for trading in shares in contravention of the Code of Conduct
may be penalized and the Company may take appropriate action.
2.
Insiders who are employees and violate the Code of Conduct shall
also be subject to disciplinary action by the Company, which may
include wage freeze and suspension.
3.
The action by the Company shall not preclude SEBI from taking
any action in case of any violation of SEBI (Prohibition of
Insider Trading), Regulations, 1992.
Information to
SEBI in case of violation of SEBI (Prohibition of Insider
Trading) Regulations, 1992
1. In case it comes to the knowledge of the Compliance Officer
that there has been a violation of SEBI (Prohibition of Insider
Trading) Regulations, 1992, he shall keep SEBI informed about
such violations.
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