Each Director and Senior Executive of the Company declares that
1. Act with honesty, integrity and fairness in the interest of
the stakeholders of the Company.
2. Take utmost care and due diligence in the performance of
their duties of his office and in exercise of the powers
attached to his office.
3. Recognise that confidential information received in the
course of exercise of his duties is not disclosed to anyone,
unless such disclosure is authorized by the Company.
4. Not allow his personal interests or the interests of any
associated person, to conflict with the interests of the
5. Not conduct himself in a manner which is likely to bring
discredit to the Company
6. Not make any improper use of the information obtained in the
course of exercise of discharge of his duties with the Company.
7. Be independent in judgement and actions.
8. Take all reasonable steps to protect the assets of the
Company and ensure their efficient use for legitimate purposes
of the business and
9. Recognise his obligation, at all times, to comply with the
spirit and letter of law and with the principles of this Code.
Duties of Independent Directors
The independent directors shall—
(1) undertake appropriate induction and regularly update and
refresh their skills, knowledge and familiarity with the
(2) seek appropriate clarification or amplification of
information and, where necessary, take and follow appropriate
professional advice and opinion of outside experts at the
expense of the company;
(3) strive to attend all meetings of the Board of Directors and
of the Board committees of which he is a member;
(4) participate constructively and actively in the committees of
the Board in which they are chairpersons or members;
(5) strive to attend the general meetings of the company;
(6) where they have concerns about the running of the company or
a proposed action, ensure that these are addressed by the Board
and, to the extent that they are not resolved, insist that their
concerns are recorded in the minutes of the Board meeting;
(7) keep themselves well informed about the company and the
external environment in which it operates;
(8) not to unfairly obstruct the functioning of an otherwise
proper Board or committee of the Board;
(9) pay sufficient attention and ensure that adequate
deliberations are held before approving related party
transactions and assure themselves that the same are in the
interest of the company;
(10) ascertain and ensure that the company has an adequate and
functional vigil mechanism and to ensure that the interests of a
person who uses such mechanism are not prejudicially affected on
account of such use;
(11) report concerns about unethical behaviour, actual or
suspected fraud or violation of the company’s code of conduct or
(12) acting within his authority, assist in protecting the
legitimate interests of the company, shareholders and its
(13) not disclose confidential information, including commercial
secrets, technologies, advertising and sales promotion plans,
unpublished price sensitive information, unless such disclosure
is expressly approved by the Board or required by law.