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CODE OF BUSINESS CONDUCT AND ETHICS FOR THE MEMBERS OF
THE BOARD OF DIRECTORS

 

INTRODUCTION :
This Code of Business Conduct and Ethics envisages to ensure maintenance of standard, of Business Conduct and RTCL Ltd. (“the Company”) and due compliance with legal requirements. This code is to act as a deterrent from wrong and unethical doings and act as a catalyst to promote ethical values. This code is the manifestation of the Company’s commitment to lawful and ethical business conduct which is critical to the successful operation of the Company and is of utmost important to the Company’s Shareholders, Creditors and other Business Associates.

1. APPLICABILITY
This Code is applicable to the Members on the Board of Directors of the Company.

2. GUIDING PRINCIPLES
The following are the guiding principles enshrined in this Code :
 Act diligently, transparently, honestly and in good faith upholding the highest ethical standard of integrity, confidential, accountability and independence.

 Provide leadership in advancing the Company’s Vision, Values and Guiding Principles.

 Discharge duties in the best interests of the Company, its Shareholders and Stakeholders.

 Become and remain familiar with Company’s business and the economic and competitive environment in which the Company operates and understand the Company’s business plans, strategies and objectives, operation results, financial condition and relative market place position.

 Commit the time necessary to hold attend and actively participate in regular and special meetings of the Board and of the Board Committee Meetings; Meeting of Shareholders and the Management Committee Meetings and other office functions, from time to time.

 Not enter into, without the prior approval of the Board, any transaction or relationship with the Company which the Directors/Executives will have a financial or personal interest (either directly or indirectly, such as through a family member or other person or organization with which they are associated), or any transaction or situation which otherwise involves a conflict of interest.

 Maintain the confidentiality of all material non-public information about the Company, its business affairs.

 Scrupulous adherence to all applicable laws and regulations and the Company’s Code for Prevention of “Insider Trading in Shares.”

APPLICABLITY OF THIS CODE TO THE MEMBERS ON THE BOARD

1. FIDUCIARY RELATIONSHIP
Directors stand in fiduciary relationship to the Company. They act in dual Capacity – as Trustees and Agents of the Company which call for exercise of utmost care, skill and diligence while dealing with the Company. They are trustees of the Company’s funds and properties; they are agents in their transactions on behalf of the Company.
Their fiduciary relationship prohibits them from making any secret profits, from entering into any contract for personal gain and demands complete disclosure of information regarding the Company’s affairs to the Shareholders.

2. ATTENDANCE IN MEETINGS
This Code of Conduct expects the Directors of the Company to strive to attend all the Meetings of the Board/Committees. Absence from the Meetings shall be with the approval of the Chairman. Absence from attending the meetings shall be communicated to the Chairman/Managing Director/Company Secretary; the communication can be either written or oral over the phone.
Continuance absence from the Meetings for a long period without concrete and convincing reason shall be treated as a breach of this Code.

3. AGENDA FOR BOARD/COMMITTEE MEETINGS
All important matters affecting the business of the Company more particularly the items specified in the “Corporate Governance” shall be placed before the Board for discussion. Various Reports, Compliance Certificates and other documents placed before the Board shall be reviewed and discussed in the Meeting.

4. BOARD ROOM/COMMITTEE ROOM DELIBERATIONS
Directors should keep themselves abreast with the business to be transacted in the Board/Committee Meetings. The Agenda papers should be read thoroughly and come prepared to take active part in the discussions. The deliberations should be lively and informative and constructive. The discussions should be free, frank and fearless and stick to the subject matter.
Committee Meetings shall be viewed as important tools for effective management. The Directors shall be conversant with the Constitution, Powers and functions of the various Committees constituted under “Corporate Governance.”
A copy of the “Corporate Governance” (Clause 49 of the Listing Agreement with Stock Exchanges) is annexed hereto as Annexure – I for the perusal of Directors.

5. ACTIVE PARTICIPATION IN THE COMPANY’S BUSINESS
The Directors are expected to participate actively in the day to day business of the Company. They should make positive contributions with their exemplary leadership qualities and unflinching devotion to the duties. On all occasions, the Company’s interest as well as the interest of the Shareholders shall be uppermost in their mind.

6. HONEST AND ETHICAL CONDUCT
This Code expects all Directors to act in accordance with the highest standards of personal and professional integrity, honesty and ethical conduct, while working on
the Company’s premises, or at any other place where they represent the Company.
Honest conduct should be conduct that is free from fraud or deception. Ethical conduct should be conduct conforming to the accepted professional standards of conduct. Ethical conduct includes personal and professional relationships.

7. AVOIDANCE OF CONFLICTS OF INTEREST
All actions of the Directors should be free from the conflicts of interest. The Directors should ensure to avoid any situation where a conflict of interest may arise or appear to arise. Even if there exists any such conflict, the same should be fully disclosed to the Board.
Conflict of Interest arises in the case of :
a) Employment/Outside Employment
Wholetime Directors are expected to devote their full attention to the business of the Company. They are prohibited from engaging in any activity that interferes with their performance or responsibilities to the Company, or is otherwise in conflict with or prejudicial to the Company. Whole time Directors shall not accept simultaneous employment with suppliers, customers, competitors of the Company, or take part in any activity that enhances or supports a competitor’s position. Directors must disclose to the Company’s Audit Committee, any interest that they have which may conflict with the business of the Company.

b) Outside Directorships
This Code prohibits Directors of the Company to accept any assignment with any Company or Agency that competes with the Company. Directors must first obtain approval from the Company’s Audit Committee before accepting such assignment.

c) Business Interests
If a Director contemplates to enter into any business relation with any customer, supplier or competitor of the Company, he must ensure that the proposed business relation shall not compromise with his responsibilities to the Company. This Code requires that the Directors shall obtain approval from the Company’s Audit Committee before entering in to such business relations.

d) Related Parties
As far as possible, the Directors should avoid conducting Company’s business with
a relative, or with a business in which a relative is associated in any significant role. The term relative denotes the same relationships given to Schedule I-A to Section 6 of the Companies Act, 1956.
In any unavoidable circumstances if a Director has to enter into any such related party transactions, it should be fully disclosed to the Board. The Company’s Board must review and approve such related party transactions in advance. The related party transactions should be reported under applicable accounting rules, Indian Companies Act and rules and regulation of the regulatory authorities.
It shall be a good Board practice if the Directors disclose, at every meeting, their interest, if any, in any of the agenda items listed for discussion.

e) Payments or Gifts from Others
Under no circumstances may Directors accept any offer, payment, promise to pay, or authorization to pay any money, costly gift, or anything of great value from customers, vendors, consultants, etc., that is perceived as intended, directly or indirectly, to influence any business decision, any act or failure to act, any commitment or fraud, or opportunity for the commitment of any fraud except inexpensive gifts, infrequent business meals, celebratory events and entertainment, provided that they are not excessive or create an appearance of impropriety, do not violate this policy.

f) Corporate Opportunities
Directors shall not exploit for their own personal gain, opportunities that are discovered through the use of corporate property, information or position unless the opportunity is disclosed fully in writing to the Company’s Board of Directors and the Board accord its approval to pursue such opportunity.
The above list of situations which bring about conflict within is not exhaustive, but only indicative.

8. COMPLIANCE WITH GOVERNMENTAL LAWS, RULES AND REGULATIONS
Directors must comply with all applicable Governmental Laws, Rules and Regulations. They must acquire appropriate knowledge of the legal requirements relating to their duties sufficient to enable them to recognize potential dangers, and to know when to seek advise from the finance/legal department. Violations of applicable Governmental Laws, Rules and Regulations may subject the Directors to individual criminal or civil liability. Such individual violations may also subject the Company to civil or criminal liability or the loss of business. Scrupulous adherence to the Code for prevention of “Insider Trading” in the Company’s Shares is strongly recommended.

9. DISCLOSURES
The Statutory duties of the Directors include making certain disclosures to the Board at periodical intervals; this include
i) Disclosures of Directorship/Change in Directorships in other Companies.
ii) Disclosure of Committee Positions/Change in Committee Positions in other Companies
iii) Disclosure of Partnerships in any Partnership firms.
iv) Disclosure of Shareholdings in the Company and in other Companies.
v) Disclosure of contracts/arrangements with parties/Companies/firms in which the Directors were interested. vi) Disclosure of details and violations committed by the Company in which the Director is a Director.
vii) Disclosure as required under the Code for prevention of Insider Trading in Shares.

10. VIOLATION OF THE CODE
This is the ethical responsibility of all Directors to help enforce this Code. They should be alert to possible violations and report this to the management. Reprisal, threat, retribution or retaliation against any person who has, in good faith, reported a violation or a suspected violation of law, this code or other Company policies, or against any person who is assisting any investigation or process with respect to such a violation, is prohibited.
11. WAIVERS AND AMENDMENTS OF THE CODE

The Company reserves the right to continuously review and update this Code. Any amendment or waiver or any provision of this Code must be approved by the Company’s Board of Directors and promptly disclosed on the Company’s website and in applicable regulatory filings pursuant to applicable laws and regulations, together with details about the nature of the amendment or waiver.

12. ACKNOWLEDGEMENT
Directors are requested to sign the enclosed acknowledgement form in token of their having received, read and accepted this Code.
The acknowledgement form may be forwarded to Secretarial Department.

 

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