Regd. Office: 21/14. Naraina Industrial Area. New Delhi-110028. CODE OF CONDUCT FOR DIRECTORS. SENIOR MANAGEMENT. Military officers AND EMPLOYEES OF MICROMAX INFORMATICS LTD. MICROMAX INFORMATICS LIMITED is committed to carry oning its concern in conformity with the applicable Torahs. regulations and ordinances and with highest criterions of concern moralss. This codification is intended to supply counsel and aid in acknowledging and covering with ethical issues. supply mechanisms to describe unethical behavior. and to assist further a civilization of honestness and answerability. Each Director. senior director. officer and employee is expected to follow with the missive and spirit of this codification. The Directors. senior direction. officers and employees of the Company must non merely follow with applicable Torahs. regulations and ordinances but should besides advance honest and ethical behavior of the concern.
They must stay by the policies and processs that govern the behavior of the Company’s concern. Their duties include assisting to make and keep a civilization of high ethical criterions and committedness to conformity. and to keep a work environment that encourages the stakeholders to raise concerns to the attending of the direction. A present. overall. contents of this Code are in pattern. being already followed by the Directors and the Senior Management. nevertheless. in conformity with the new Clause 49 of the listing understanding. the Code as set out below. is to take consequence from the day of the month. when approved by the Board in its meeting
The Code is applicable to all the members of the Board of Directors. Senior Management. Military officers and employees of the Company. Senior Management shall include all executives keeping the places of Director ( Non-Board Member/s ) . Sr. Manager. Managers. Asst. Directors and all caput of the sections excepting Board of Directors. Such forces shall hereafter be treated as members of its nucleus direction squad.
The Directors. senior direction. officers and employees are to exert due diligence in go toing to their several responsibilities and duties in the best involvement of the Company.
3. Conflict OF Interest:
The Directors. senior direction. officers and employees should be scrupulous in avoiding ‘conflicts of interest’ with the Company. In instance there is likely to be a struggle of involvement. he/she should do full revelation of all facts and fortunes thereof to the Board of managers or any Committee / officer nominated for this intent by the Board and a anterior written blessing should be obtained. A struggle state of affairs can originate:
a. When an employee. officer. senior director or Director takes action or has involvements that may do it hard to execute his or her work objectively and efficaciously. B. The reception of improper personal benefits by a member of his or her household as a consequence of one’s place in the Company. c. Any outside concern activity that detracts an individual’s ability to give appropriate clip and attending to his or her duties with the Company. d. The reception of non-nominal gifts or inordinate amusement from any person/company with which the Company has current or prospective concern traffics. e. Any important ownership involvement in any provider. client. development spouse or rival of the Company. f. Any consulting or employment relationship with any provider. client. concern associate or rival of the Company.
The Directors and the Senior Management are to guarantee that their action/s in the behavior of concern are transparent. except where the confidentiality of the concern requires otherwise. Such transparence shall be brought through appropriate policies. processs. and keeping back uping and proper records.
5. Fair Dealing:
Each manager. member of nucleus direction squad. officer. and employee should cover reasonably with clients. providers. rivals. and employees of group companies. They should non take unjust advantage of anyone through use. privacy. maltreatment of confidential. proprietary or trade secret information. deceit of material facts. or any other unjust dealing-practices.
6. HONEST AND ETHICAL CONDUCT:
The Directors. senior direction. officers and employees shall move in conformity with the highest criterions of personal and professional unity. honestness and ethical behavior non merely on Company’s premises and offsite but besides at company sponsored concern. societal events every bit good as any topographic points. They shall move and carry on free from fraud and misrepresentation. Their behavior shall conform to the best-accepted professional criterions of behavior.
7. Corporate Opportunity:
Directors. senior direction. officers and employees owe a responsibility to the Company to progress its legitimate involvements when the chance to make so originate. Directors. senior direction. officers. and employees are expressly prohibited from: a. Taking for themselves personally. chances that are discovered through the usage of Company’s belongings. information. or place. B. Competing straight with the concern of the Company or with any concern that the Company is sing. Using Company’s belongings. information. or place for personal addition. If the Company has eventually decided non to prosecute an chance that relates to the Company’s concern activity. he/she may prosecute such activity merely after unwraping the same to the Board of managers or the nominative person/committee.
8. BUSINESS INTEGRITY:
The Directors and the Senior Management are to guarantee that the Company carries out its concern as per recognized patterns of concern unity. ethical criterions. just drama and behavior. candidly. lawfully and as a just rival.
9. WORK Topographic point:
The Directors and the Senior Management are to guarantee that there is gender friendly work topographic point. equal chances are given to work forces and adult females. and there exists good employment patterns. 1
0. Quality OF PRODUCTS/SERVICES:
The Directors and the Senior Management are to endeavour that the merchandises / services of the Company run into the recognized criterions of quality including that of ISO 9001 and any other standard/s. and besides the specifications of the legal authorities/laws so that client satisfaction is ensured. Furthermore costs are kept sensible.
11. PROTECTION AND PROPER USE OF COMPANY’S ASSETS:
The Directors and the Senior Management are to guarantee to protect Company’s assets and belongings and the same should be used merely for legitimate concern intents.
The Directors. Senior Management. Military officers and Employees shall keep the confidentiality of confidential information of the Company or that of any client. provider or concern associate of the Company to which Company has a responsibility to keep confidentiality. except when revelation is authorized or lawfully mandated. The Confidential information includes all non-public information ( including private. proprietary. and other ) that might be of usage to rivals or harmful to the Company or its associates. The usage of confidential information for his/her ain advantage or net income is besides prohibited.
13. Conformity WITH LAWS. RULES. AND REGULATIONS:
he Directors. senior direction. officers and employees shall follow with all applicable Torahs. regulations. and ordinances. Minutess. straight or indirectly. affecting securities of the Company should non be undertaken without pre-clearance from the Company’s conformity officer/Company Secretary. Any Director. member of nucleus direction squad. officer or employee who is unfamiliar or unsure about the legal regulations affecting Company concern conducted by him/her should confer with the legal section of the Company before taking any action that may endanger the Company or that person.
14. Relationship WITH CUSTOMERS AND SUPPLIERS:
The Directors and the Senior Management are to endeavour that their traffics with the clients are given due importance. value is created and relationship of trust is built. In covering with providers it should be the enterprise that supplies are based on demand. quality. service. monetary value. and appropriate footings and conditions.
The Directors and the Senior Management are to guarantee that the rights of stockholders are met as per jurisprudence and good corporate patterns. and all attempts are made to supply best services to them.
16. COMMUNITY ACTIVITIES:
The Directors and the Senior Management are to endeavour that the Company be a sure corporate citizen and. as an built-in portion of the Society. fulfills its duties and responsibilities to the societies and communities in which it operates.
17. CODE OF ETHICS FOR CHIEF FINANCE OFFICER:
Honesty. unity and sound judgement of the senior fiscal officers is cardinal for the success and repute of Action Construction Equipment Limited. The professional and ethical behavior of the senior fiscal officers is indispensable to the proper operation of the Company. The senior finance officers every bit good as Directors of the Company shall be bound by the undermentioned codification of moralss: 1. Act with honestness and unity. including the ethical handling of existent or evident struggles of involvement between personal. fiscal and professional relationships. 2. Make full. carnival. accurate. seasonably. and apprehensible revelation in studies and paperss that the Company files with. or submits or makes sporadically. to the stockholders. authorities governments. and to the populace. 3. Comply with governmental Torahs. regulations. presentments and ordinances applicable to the Company’s concern.
4. Unwrap to the Board or any committee/officer designated by the Board for this intent. any material dealing or relationship that reasonably could be expected to give rise to any misdemeanors of the codification including existent or evident struggles with the involvements of the company. 5. Promote prompt coverage of misdemeanors of the Code of Ethics to the Board of Directors or any person/committee designated for this intent. as may be necessary. 6. Respect the confidentiality of information acquired in the class of employment unless lawfully obliged to unwrap and guarantee that no such confidential information is used for personal advantage/benefit. 7. Keep the accomplishments necessary and relevant to the Company’s demands. 8. Act in good religion. duty. with due attention. competency and diligence without beliing stuff facts.
9. Refrain from any inappropriate or undue influence of any sort in all traffics with independent hearers. and avoid any existent or evident struggles with analysts. 10. Achieve responsible usage of and command over all assets and resources employed or entrusted to them. 11. Promote ethical and honest behaviour within the Company and its associates. Chief Finance Officer should adhere to both the codification of concern behavior and the codification of moralss of the Company. Misdemeanor of the codification of moralss will take to appropriate disciplinary action including dismissal from the services of the Company any deviation/waiver from this codification can merely be affected on the sole and absolute discretional authorization of the Board or any person/committee designated by the Board for this intent.
18. Interpretation OF CODE:
Any inquiry or reading under this Code of Ethics and Business Conduct will be handled by the Board or any individual /committee authorized by the Board of the Company. The Board of Directors or any designated person/committee has the authorization to relinquish conformity with this Code of concern behavior for any Director. member of nucleus direction squad. officer or employee of the Company. The person-seeking release of this Code shall do full revelation of the peculiar fortunes to the Board or the designated person/ commission
19. Conformity WITH THE CODE OF CONDUCT:
Conformity with this Code of Conduct is an duty. The Directors and the Senior Management are to guarantee that this Code is communicated to. and understood and observed by all employees. The Directors and the Senior Management shall confirm conformity with the Code. on an one-year footing. The Board expects employees to convey to their attending. or to that of Senior Management. any breach or suspected breach of this Code. Conformity with this Code is capable to the reappraisal by the Board and complemented by the Audit Committee of the Board. Any modification/s. amendment/s. or reappraisal of this Code shall be done by the Board.