The Board has laid down code of conduct standards which is effective from 1st January, 2006. This is applicable to each and every Board as well as staff members including the workmen.
The Board expects all the members to read & understand the code of conduct standards to ensure its compliance in letter & spirit. Proper and effective compliance of the code of conducts standards would be considered as point of appreciation and recorded
“Ceenik Exports (India ) Ltd.(CEIL) is committed to ensure that its business is conducted in fair and equitable manner in compliance with all regulations.”.
1. CEIL standards of business conduct are based on the commitment made by the management;-
- a) to follow fair and transparent business practices
- b) to respect the confidentiality of information entrusted to the company
- c) to obey the law of the land and the rules
- d) to follow honest and accurate reporting to the stakeholders
The purpose of this code of conduct is to:
- a) articulate the high standards of honesty, integrity, ethical and law abiding behaviour expected of directors and all Executives;
- b) encourage the observance of those standards to protect and promote the interests of shareholders and other stakeholders (including employees, customers, suppliers and creditors)
- c) guide Directors and Senior Executives as to the practices necessary to maintain confidence in the Company’s integrity & reputation;
- d) ensure that the business practices of the Company create a high level of confidence amongst its stakeholders.
- Honesty and Integrity:
3.1 The Directors and senior management shall act honestly and with integrity in all of their dealings for the Company.
3.2 The Directors and senior management will not discriminate on the grounds of a person’s race, religion, gender, marital status or disability.
3.3 Directors and senior management shall adhere to the truth and they should not mislead directly or indirectly nor make false statements, nor mislead by omission.
- Personal Transactions
4.1 Directors and senior management’s personal or other business dealings will be kept separate from their dealings as a director or employee of the company.
4.2 Directors and senior management shall not use the name of the company to further any personal or other business transaction unrelated to the company.
4.3 Directors and senior management shall use goods, services and facilities provided to them by the Company, strictly in accordance with the terms on which they are provided.
- Confidentiality of Information:
5.1 Directors and senior management will ensure that confidential information relating to customers, employees and Company’s operations is not given either inadvertently or deliberately to third parties, except to the extent necessary for the company’s business, without the consent of the Company.
5.2 Directors and senior management will not use company information obtained by them for personal gain financial or otherwise, nor will that information be used to obtain financial or other benefits for any other person or business.
5.3 Directors and senior management shall respect the privacy of others.
- Disclosure of Interests
6.1 Directors and senior management shall fully disclose active private or other business interests promptly and any other matters which may lead to potential or actual conflicts of interest with the company in accordance with such policies that the Directors may adopt from time to time.
6.2 Directors and senior management’s dealings with the Company shall always be at arms length to avoid the possibility of actual or potential conflict of interest.
- Protection and proper use of assets:
7.1 The Company expects each Director and Senior Executive to use all reasonable endeavors to protect any company asset and to ensure its efficient use.
7.2 A Director or Senior Executive may only use a Company asset (for example, a product, vehicle, computer or money) for legitimate business purposes.
7.3 Each Director and Senior Executive must immediately report any suspected fraud or theft of a Company asset for investigation.
- Compliance with laws, regulations, polices and procedures:
Each Director and Senior Executive must:
- a) comply with the letter and spirit of any applicable law, rule or regulation;
- b) comply with the protocols, policies and procedures of the company, including its corporate code of conduct and code of conduct for insider trading; and
- c) encourage other officers and employees to do the same.
- Reporting of any illegal or unethical behavior
Directors and senior management are encouraged to promptly contact the Chairman of the Board or the Managing Director or the Compliance Officer if any Director believes that he or she has observed illegal or unethical behavior by any employee, officer or Director, or by anyone purporting to be acting on Company’s behalf. Any such reports may be made anonymously. Confidentiality will be maintained, to the extent permitted by law.
- Disciplinary Action
Directors and senior management are subject to disciplinary action for violations of this code of conduct. Subject to and in accordance with the Company’s by-laws, the Board of Directors shall determine the appropriate disciplinary action for violations of this code of conduct.
- Waivers and modifications
Waivers of this Code of Conduct will be granted only when determined to be appropriate under the circumstances and in accordance with applicable law, and only upon approval by the Board of Directors or an authorized committee thereof. All such waivers will be disclosed to shareholders and the public as and when required by applicable law or regulation. Subject to the foregoing, this code of conduct is subject to modification by the Board of Directors at any time in order to ensure continued compliance with applicable laws, rules and regulations.
- 12. Every Director shall perform his duties as a Director, including his duties as a member of any committee of the board of directors upon which he may serve, in good faith, in a manner he reasonably believes to be in Company’s best interests, and with such care as an ordinarily prudent person in a like position would use under similar circumstances.
- i) This policy applies to the entire company which includes each and every person irrespective of their functional/ hierarchical designate. The company expects its members (staff) to reciprocate in the identical manner with the company.
- ii) Failure to comply with the standards of business conduct will be taken seriously and depending upon the circumstances, could result in dismissal or other disciplinary action for employees and termination of relationship with the business partners/ associates.
- The Chairman and Managing Director (CMD ) is the main sponsor of this policy
- CMD will monitor adherence to the policy (within the broader corporate social responsibility programme) will support, via the Company Secretary, vice president in the discharge of his responsibilities and will provide guidance to the various section of the unit.
- The departmental heads will establish appropriate responsibilities within their sections for embedding and monitoring compliance with the standards.
For and on behalf of the Board
Chairman & Managing Director