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| CODE
OF CONDUCT AND BUSINESS ETHICS |
Applicable
to all directors, officers and employees of Gujarat
Ambuja Exports Limited and its subsidiaries (herein
after referred as 'Company' or 'Gujarat Ambuja Exports
Limited')
Gujarat Ambuja Exports 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.
Each Director, officer and employee is expected to comply
with the letter and spirit of this Code.
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DEFINITIONS
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Annual Report: “Annual
Report” includes all report which are
required to be placed before the members of
the Company annually, i.e. Balance Sheet, Profit
and Loss Account, Directors’ Report, Auditors’
Report and every other document which is required
to be annexed or attached or forming part thereof.
Audit Committee: Audit Committee
is the committee which is constituted pursuant
to section 292 A of the Companies Act, 1956
read with Clause 49(II) of Listing Agreement
with Stock Exchange.
Board of Directors: “Board
of Directors” and/or “ Board members”
are the person who are on the Board of the Company
from time to time whether as an Executive Director,
Non Executive Director, Independent or Non-
Independent Directors
Board Committees: "Board Committees”
means the Committee(s) of constituted by the
Board of Directors from time to time with delegated
powers and responsibilities and include each
member of such Board Committees.
Senior Management: “Senior
Management” means and includes all business
units heads and Departmental Heads in the Company
one level below the Managing/ Executive Directors
of the Company
Board Report: “Board
Report” has the same meaning as defined
under section 217 of the Companies Act, 1956.
Employee: A person who performs
a full time service for wages, salary, or other
remuneration.
The Company or this Company: The
Company or this Company means “Gujarat
Ambuja Exports Limited”
Good Faith: An Employee communicates
in “good faith” if there is a reasonable
basis for the communication of the existence
of waste or of a violation or has observed about
unethical or improper practices. “Good
Faith” is lacking when the employee does
not have personal knowledge of a factual basis
for the communication or where the employee
knew or reasonably should have known that the
communication about the unethical or improper
practices is malicious, false or frivolous.
Internal Circulars: “Internal
Circular” is a communication made on behalf
of the Company by an authorized person which
is addressed to the employees of the Company
through any mode including but not restricted
to email, fax, phone, notice board, inter office
memo, etc.
Right of Access or Right of Approach:
The Right to an employee to give a
written report to the Audit Committee for the
alleged misconduct or unethical or improper
practice, which an employee has observed or
found in the Company.
Supervisor: Supervisor means
the seniors of the employee to whom he is supposed
to report in his official work.
Unfair Termination and Unfair Prejudicial
Employment Practices: “Unfair
termination” and “Unfair prejudicial
employment practices” means to threaten,
or otherwise discriminate or retaliate against
an employee in any manner that effects the employee’s
employment, including compensation, job location,
rights, immunities, promotions, or privileges.
Unethical or Improper Practices
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Unethical
– Unethical act is the act not conforming
to approved standards of social or professional
behavior which leads to “unethical business
practices” or a action not adhering to ethical,
moral and honorable principles.
Improper: Improper
refers to unethical conduct, breach of etiquette
or morally offensive behaviors.
Violation:
An infraction or a breach which is not necessarily
a violation of law, of Company’s policies,
Memorandum and Articles of Association, code of
conduct designed to protect the interest of employees
without jeopardizing interest and growth of Company.
Waste: Employer’s
conduct or omission, which results in substantial
abuse, misuse destruction, or loss of Company
funds, property or manpower belonging to the Company.
Whistle Blower:
An Employee who reveals wrongdoings about any
Unethical or Improper practices carried on by
the Company and communicates in Good Faith to
the Audit Committee in writing. |
This
code prescribes the conduct for
certain identifiable common problems of conflicts
of interest as under : |
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a.
When an employee, officer or Director
takes action or has interests that may make it
difficult to perform his or her work objectively
and effectively.
b. The receipt of improper personal
benefits by a member of his or her family as a
result of one’s position in the Company.
c. Any outside business activity
that detracts an individual's ability to devote
appropriate time and attention to his or her responsibilities
with the Company,
d. The receipt of non-nominal
gifts or excessive entertainment from any person/company
with which the Company has current or prospective
business dealings,
e. Any significant ownership
interest in any supplier, customer, development
partner or competitor of the Company,
f. Any consulting or employment
relationship with any supplier, customer, business
associate or competitor of the Company. |
The directors, officers and employees should
be scrupulous in avoiding 'conflicts of interest'
with the Company. In case there is likely to
be a conflict of interest, he/she should make
full disclosure of all facts and circumstances
thereof to the Board of directors or any Committee
/ officer nominated for this purpose by the
Board and a prior written approval should be
obtained.
Honest and Ethical Conduct:
The Directors, officers and employees 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.
Corporate Opportunities: Directors,
officers and employees owe a duty to the Company
to advance its legitimate interests when the
opportunity to do so arises. Directors, officers,
and employees are expressly prohibited from:
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a.
Taking for themselves personally, opportunities
that are discovered through the use of Company's
property, information, or position,
b. Competing
directly with the business of the Company or with
any business that the Company is considering.
c. Using Company's
property, information, or position for personal
gain. If the Company has finally decided not to
pursue an opportunity that relates to the Company's
business activity, he/she may pursue such activity
only after disclosing the same to the Board of
directors or the nominated person/committee. |
Confidentiality
The directors, officers and employees 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 use of confidential information
for his/her own advantage or profit is also
prohibited.
Fair Dealing
Each director, officer, and employee
should deal fairly with customers, suppliers,
competitors, and employees of group companies.
They should not take unfair advantage of anyone
through manipulation, concealment, abuse of
confidential, proprietary or trade secret information,
misrepresentation of material facts, or any
other unfair dealing-practices.
Protection and Proper Use of Company's Assets
All directors, officers and employees
should protect Company's assets and property and
ensure its efficient use. Theft, carelessness,
and waste of the Company's assets and property
have a direct impact on the Company's profitability.
Company's assets should be used only for legitimate
business purposes.
Compliance with Laws, Rules, and Regulations
The Directors, officers and employees shall comply
with all applicable laws, rules, and regulations.
Transactions, directly or indirectly, involving
securities of the Company should not be undertaken
without pre-clearance from the Company's compliance
officer. Any director, officer or employee who
is unfamiliar or uncertain about the legal rules
involving Company business conducted by him/her
should consult the legal department of the Company
before taking any action that may jeopardize the
Company or that individual.
Protection & Furtherance of Company’s
& Image
No Director, Officer or Employee shall directly
or indirectly, actively, or passively conduct
or promote or keep silent to any circumstances
or event which is detrimental to the image &
Corporate Image of the Company.
Compliance with Code of Conduct
If any director, officer or employee 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 any designated person/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.
Violations of this Code of Ethics
will result in disciplinary action, which may
even include termination of services of the employee.
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.
Interpretation of Code:
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. The Board of Directors
or any designated person/committee has the authority
to waive compliance with this Code of business
conduct for any director, officer or employee
of the Company. The person-seeking waiver of this
Code shall make full disclosure of the particular
circumstances to the Board or the designated person/
committee.
Code of ethics for the Board
Members, Committee Members & Senior Management
team and including SBU Heads, Financial Head
Honesty, integrity and sound
judgment of the Board members, Committee Members
& Senior Management team is fundamental for
the success and reputation of Gujarat Ambuja Exports
Limited. The professional and ethical conduct
of the Board Members, Committee Members &
Senior Management team is essential to the proper
functioning of the Company. The Board members,
Committee Members & senior management team
shall be bound by the following code of ethics: |
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a.
Act with honesty and integrity, including the ethical
handling of actual or apparent conflicts of interest
between personal, financial and professional relationships,
b. Make full, fair, accurate,
timely, and understandable disclosure in reports
and documents that the Company files with, or
submits or makes periodically, to the shareholders,
government authorities, and to the public,
c. Comply with governmental
laws, rules, notifications and regulations applicable
to the Company's business,
d. Disclose to the Board or
any committee/officer designated by the Board
for this purpose, any material transaction or
relationship that reasonably could be expected
to give rise to any violations of the code including
actual or apparent conflicts with the interests
of the company,
e. Promote prompt reporting
of violations of the Code of Ethics to the Board
of Directors or any person/committee designated
for this purpose, as may be necessary,
f. Respect the confidentiality
of information acquired in the course of employment/
position unless legally obliged to disclose and
ensure that no such confidential information is
used for personal advantage/benefit,
g. Maintain the skills necessary
and relevant to the Company's needs,
h. Act in good faith, responsibility,
with due care, competence and diligence without
misrepresenting material facts,
i. Refrain from any inappropriate
or undue influence of any kind in all dealings
with independent auditors, and avoid any actual
or apparent conflicts with analysts,
j. Achieve responsible use of
and control over all assets and resources employed
or entrusted to them,
k. Promote ethical and honest
behavior within the Company and its subsidiaries,
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All Board Members, Committee Members ,Senior
Management team and employees should adhere
to both the code of business conduct and the
code of ethics of the Company. Violation of
the code of ethics will lead to appropriate
disciplinary action including dismissal from
the services/ position of the Company
Any deviation/waiver from this
code can only be effected on the sole and absolute
discretionary authority of the Board or any person/committee
designated by the Board for this purpose.
Disclaimer
This handbook is intended solely as a
guide. The language used in this handbook should
not be construed as creating a contract of employment
between Gujarat Ambuja Exports Limited any of
its employees. Gujarat Ambuja Exports Limited
expressly retains the right to unilaterally modify
or amend this handbook, at the Company’s
sole discretion with or without notice to the
Company’s employees. Disciplinary/Termination
procedures in implementation of the policies should
not be construed as preventing, limiting or delaying
the company from taking any disciplinary action,
including immediate discharge, in circumstances
where the company deems such actions appropriate.
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