CODE OF CONDUCT OF SPENTEX INDUSTRIES LTD.
This code of conduct is in alignment with SIL’s vision and values to achieve the mission and objectives and aims at enhancing ethical and transparent process in managing the affairs of the company. Accordingly, all board members, senior management personnel and employees have the obligation to conduct themselves in an honest and ethical manner and act in the best interest of the Company at all times. They are expected to demonstrate exemplary conduct through adherence to the following:
Purpose of the Code of Business Conduct:
This is a guide to help us live up to SIL's high ethical standards and our own. It summarizes many of the rules that SIL and all of us are required to live by.
This Code is neither a contract nor a comprehensive manual it broadly covers every situation we might experience. It is a guide that highlights key issues and identifies policies and resources to help us in decision making.
The Code applies to all SIL Directors and senior management personnel and employees one level below the Executive Directors.
Responsibility of Board Members:
Board members shall act within the authority conferred upon them, keeping in view the best interests of the company. They shall act with utmost care, skill, diligence integrity and good faith and fulfil the fiduciary obligations without allowing their independence of judgement to be compromised.
The Board members shall comply with the code of Internal Procedures and conduct for prevention of Insider Trading in dealing with securities of the company.
As a member of SIL family, each of us has the personal responsibility to make sure that our actions abide by this Code and the laws that apply to our work. If anybody have any questions or concerns about illegal or unethical acts, check with your Head of the Department (HOD) or designated officers namely Mr. Amrit Agrawal, Director-Finance.
Please keep in mind that failure to abide by this Code and the law will lead to disciplinary actions appropriate to the violation, up to and including dismissal.
All employees are requested to read the entire Code of Conduct and to abide by it.
We are expected to lead the front according to our standards of ethical conduct, in letter and spirit. All of us are responsible for promoting open and honest two-way communications. We must be positive activists and role models who show respect and consideration. We must be diligent in looking for indications that unethical or illegal conduct has occurred. If you ever have a concern about unethical or illegal activities, you are expected to take appropriate and consistent action, and inform your HOD, or Mr. Amrit Agrawal, Director-Finance.
Spentex shall be committed in all its actions within the framework of nation's interests, social and cultural life patterns of its citizens and shall strive to make a positive contribution to the achievement of such goals at the international, national and regional level, as appropriate.
Avoidance of Conflict of Interest:
Board members, senior management personnel and employees must avoid situations in which their personal interest could conflict with the interest of the Company. This is an area in which it is impossible to provide comprehensive guidance but the guiding principle is that conflict, if any, or potential conflict must be disclosed to higher management for guidance and action as appropriate.
Notwithstanding that such or other instances of conflict of interest exist due to any historical reasons, adequate and full disclosure by the interested employees should be made to the company's management. It is also incumbent upon every employee to make a full disclosure of any interest which the employee or the employee's immediate family, which would include parents, spouse and children, may have in a company or firm which is a supplier, customer, distributor or has other business dealings with the company.
Every employee who is required to make a disclosure as mentioned above shall do so, in writing, to his or her immediate superior, who shall forward the information along with comments to the person designated for this purpose by the MD, who in turn will place it before the MD and/or the board of directors/executive committee appointed by the board and, upon a decision being taken in the matter, the employee concerned will be required to take necessary action as advised to resolve/avoid the conflict.
If an employee fails to make a disclosure as required herein, and the management of its own accord becomes aware of an instance of conflict of interest that ought to have been disclosed by the employee, the management shall take a serious view of the matter and consider suitable disciplinary action against the employee.
Transparency and Auditability:
Board members, senior management personnel and employees shall ensure that their actions in the conduct of business are totally transparent except where the needs of business security dictate otherwise. Such transparency shall be brought about through appropriate policies, systems and processes, including as appropriate, segregation of duties, tiered approval mechanism and involvement of more than one manager in key decisions and maintaining supporting records. It shall be necessary to voluntarily ensure that areas of operation are open to audit and the conduct of activities is totally auditable.
Protection of Confidential Information:
No board members, senior management personnel and employees shall disclose or use any confidential information gained in the course of employment/ association with the Company for personal gain or for the advantage of any other person. No information either formally or informally shall be provided to the press, other publicity media or any other external agency except within approved policies.
Board members, senior management personnel and employees shall protect the Company’s assets including physical assets, information and intellectual rights and shall prevent their misuse. In the use of Company facilities, care shall be exercised to ensure that costs are reasonable and there is no wastage.
Leading by Example:
Board members and senior management personnel set the professional tone for the Company. Through both their words and their actions, the company’s leadership conveys what is acceptable and unacceptable behaviour. Board members, senior management personnel and employees must constantly reinforce through their actions and behaviour that SIL’s stated beliefs of responsible corporate citizenship are rooted in individual conviction and personal integrity.
Financial Reporting and Records:
SIL shall prepare and maintain its accounts fairly and accurately in accordance with the accounting and financial reporting standards which represent the generally accepted guidelines, principles, standards, laws and regulations of the land.
Internal accounting and audit procedures shall fairly and accurately reflect all of the business transactions and disposition of assets. All required information shall be accessible to Company Auditors, internal/external & statutory, and other authorised parties and government agencies. There shall be no wilful omissions of any company transactions from the books and records, no advance income recognition, and no hidden bank account and funds.
Any wilful material misrepresentation of and/or misinformation on the financial accounts and reports shall be regarded as a violation of this code, apart from inviting appropriate civil and/or criminal action under the relevant laws.
SIL shall fully strive for the establishment and support of a competitive, open market economy in India and abroad.
The company shall market its products and services on its own merits and shall not make unfair and misleading statements about competitors' products and services. Any collection of competitive information shall be made only in the normal course of business and shall be obtained only through legally permitted sources and means.
SIL shall provide equal opportunities to all its employees and all qualified applicants for employment, without regard to their race, caste, religion, colour, ancestry, marital status, sex, age, nationality and disability. Employees of SIL shall be treated with dignity and in accordance with the company’s policy of maintaining HR conducive work culture.
Employee policies and practices shall be administered in a manner that ensures that in all matters equal opportunity is provided to those eligible and that decisions are based on merit.
Gifts and Donations:
SIL and its employees shall neither receive nor offer or make, directly or indirectly, any illegal payments, remuneration, gifts, donations or comparable benefits which are intended to or perceived to obtain business or uncompetitive favours for the conduct of its business. However, board members, senior management personnel and employees may accept and offer nominal gifts, which are customarily given and are of a commemorative nature, for special events.
Board members, senior management personnel and employees shall not offer or give any company funds or property as donation to any government agencies or their representatives, directly or through intermediaries, in order to obtain any favourable performance of official duties.
SIL shall be committed to and support a functioning democratic constitution and system with a transparent and fair electoral system in India. The company shall not support, directly or indirectly, any specific political party or candidate for political office. The company shall not offer or give any company funds or property as donations, directly or indirectly, to any specific political party, candidate or campaign.
Health, Safety and Environment:
SIL 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 company shall be committed to prevent the wasteful use of natural resources and minimise any hazardous impact of the development, production, use and disposal of any of its products and services on the ecological environment.
Quality of Products and Services:
SIL shall be committed to supplying goods and services of the highest quality standards, backed by efficient after-sales service consistent with the requirements of the customers to ensure their total satisfaction. The quality standards of the company's goods and services should meet the required standards.
SIL shall be committed to be a good corporate citizen, not only in compliance with all relevant laws and regulations, but also by actively assisting in the improvement of the quality of life of the people in the communities in which it operates. It shall also encourage volunteering among its employees and help them to work in the community.
Public Representation of the Company:
SIL shall honour the information requirements of the public and its stakeholders. In all its public appearance with respect to disclosing company and business information to public constituencies such as the media, the financial community, employees and shareholders, shall be represented only by the Managing Director or any other officer of the company nominated for the said purpose by the Managing Director. SIL or its employees shall not make any statement which has the effect of adverse criticism of any policy or action of the Company or the Government or which is capable of embarrassing the relations between the company and the public including all the stakeholders.
Disclosure of sensitive information to stock exchanges, analysts, investors, shareholders and media including drafting of the press release or the text of the information to be posted on the Company’s website/released to the press pertaining to financial information shall bear approval of the Group CFO. The board members shall comply with the code of corporate disclosure practices.
Parties which have business dealings with the Company but are not members of the group, such as consultants, agents, sales representatives, distributors, contractors, suppliers, etc. shall not be authorised to represent the company if their business conduct and ethics are known to be inconsistent with this code.
Board members, senior management personnel and employees shall deal on behalf of the company with professionalism, honesty and integrity, as well as high moral and ethical standards. Such conduct shall be fair and transparent and be perceived to be as such by third parties.
SIL shall be committed to enhance shareholder value and comply with all regulations and laws that govern shareholders' rights. The board of directors of the company shall duly and fairly inform its shareholders about all relevant aspects of the company's business, and disclose such information in accordance with the respective regulations and agreements.
Board members and senior management personnel shall be responsible for the implementation of and compliance with this code in his or her professional environment. Failure to adhere to the code could attract the most severe consequences, including termination of employment.
Board members, senior management personnel and employees shall conduct business by complying with all applicable laws and regulations, both in letter and in spirit. 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.
An employee of SIL shall not, without the prior approval of the managing director of the company, accept employment or a position of responsibility (such as a consultant or a director) with any other company, nor provide 'freelance' services to anyone. In the case of a whole-time director or the managing director, prior approval must be obtained for providing such services from the board of directors of the company.
An employee of the company conducting business on behalf of his or her company, or being in a position to influence a decision with regard to his or her company's business with a supplier or customer of which his or her relative is a principal, officer or representative, resulting in a benefit to him/her or his/her relative.
Protecting Company Assets:
The assets of the company shall not be misused but shall be employed for the purpose of conducting the business for which they are duly authorised. These include but not limited to tangible assets such as equipment and machinery, systems, facilities, materials and resources as well as intangible assets such as proprietary information, relationships with customers and suppliers, intellectual property rights, etc.
Every Director / officer is personally responsible for all Company funds over which he or she exercises control. Company funds must be used only for Company’s business. Reasonable steps should be taken to ensure that the Company receives good value for Company funds spent and accurate and timely records of each and every transaction should be maintained
Dealing with Contractor/Supplier:
Board members, senior management personnel and employee shall avoid dealing with a contractor or supplier that compromises the ability to transact business on a professional, impartial and competitive basis or that may influence discretionary decision to be made.
An employee of SIL shall in his or her private life be free to pursue an active role in civic or political affairs as long as it does not adversely affect the business or interests of the company.
Integrity of Data Furnished:
Every employee of SIL shall ensure, at all times, the integrity of data or information furnished by him or her to the company.
Every senior management personnel and employees shall promptly report to the management or designated officers of the company any actual or possible violation of this code, or an event he or she becomes aware of that could affect the business or reputation of his/her or the company.
Violations of the Code:
The matters covered in this Code of Conduct are of utmost importance to the Company and its various stakeholders and are essential to the Company’s ability to conduct its business in accordance with its stated values. Everyone is expected to adhere to these rules in carrying out their duties for the Company.
Anyone who becomes aware of violation of the Code of Conduct should promptly report the same to the Company Secretary, who will act as Company’s Ethics and Compliance Officer.
All senior management personnel, and employees shall acknowledge receipt of this code or any modification/s thereto, in the acknowledgement form as at Annexure–I and forward the same to the Company Secretary indicating that they have received, read, understood and agreed to comply with this code of conduct.
The Board of Directors shall regularly review and re-assess the adequacy of the Code and make such amendments to the Code as it may deem appropriate.
Annexure – I
The Company Secretary
Spentex Industries Ltd.
A-60, Okhla Industrial Area,
Phase – II,
New Delhi – 110 020
I …………………………….. have received and read the Company’s Code of Conduct. I have understood the provisions and policies contained in this code and I agree to comply with this code.
Signature : ……………………………………………….
Name : ……………………………………………….
Date : ……………………………………………….
Place : ……………………………………………….