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Introduction This Code of Conduct (hereinafter
referred to as "the Code") has been adopted by the
Board of Directors of STI India Limited (hereinafter
referred to as "the Company") to comply with the
provisions of Clause 49 of the Listing Agreements entered
into with the Stock Exchanges. Scope
& Applicability The
Code of Conduct shall apply to all the Board Members and
Senior Management Employees of the Company, which includes
all Functional & Department Heads (hereinafter refered
as “Specified Executives”). The Company Secretary shall
be the Compliance Officer for the purpose of this Code. The Code of
Conduct shall become effective from 1st January,
2006 and all amendments to the code shall come into effect
from the date of its modification. In compliance of the
listing agreement the Code shall be posted on the website of
the Company. Code
of Conduct
The
Board of Directors, along with the Management, shall ensure
that the Company is well managed in the interest of its all
stakeholders. While the Board of Directors shall be the
Company’s prime decision-making authority, the Board of
directors are not expected to look after the day-to-day
management of the Company. Therefore all the Specified
Executives shall observe the highest standards of Corporate
Governance, Ethical Conduct and Integrity and shall work to
the best of their ability and judgment to protect
Company’s interest. All
the Specified Executives of the Company: 1.
Shall ensure the use the Company's resources, assets,
information, properties and intellectual rights only for the
business purposes of the Company and be alert to situations
that could lead to loss or misuse of these assets. 2.
Shall not seek, accept or receive, directly or
indirectly, any gift, payments or favour in whatsoever form
from Company's business associates, which can be perceived
as being given to gain favour or dealing with the Company
and shall ensure that the Company's interests are never
compromised. 3.
Shall maintain and help the Company in maintaining highest degree of
Corporate Governance in their dealings and compliance with
applicable codes, laws, rules, regulations and statues. 4.
Shall promote fair dealing with customers, suppliers
and employees, make available and share information to
directors, colleagues in the interest of the Company and
exercise due care, diligence and integrity in performing
their office duties. 5.
Shall Act in utmost good faith, integrity as well as
professionalism with due care & diligence and
maintain confidentiality of information entrusted by the
Company or acquired during performance of their duties and
shall not use it for personal gain or advantage. 6.
Shall not commit any offences involving morale
turpitude or any act contrary to law or opposed to the
public policy. 7.
Shall not communicate with any member of press or
publicity media or any other outside agency on matters
concerning the Company, except through the designated
spokespersons or authorised otherwise and shall take utmost
care while disclosing or disseminating Company’s
information. 8.
Shall not, without the prior approval of the
competent authority accept employment or a position of
responsibility with any other organization for remuneration
or otherwise that are prejudicial to the interests of the
Company and shall not allow personal interest to conflict
with the interest of the Company. 9.
Shall in conformity with applicable legal provisions
disclose personal and/ or financial interest in any business
dealings concerning the Company and shall declare
information about their relatives (spouse, dependent
children and dependent parents) including transactions, if
any, entered into with them. 10.
Shall
ensure compliance with SEBI (Prohibition of Insider Trading)
Regulations, 1992 as also other regulations, codes and
policies as may become applicable to them from time to time. 11.
Shall
encourage reporting evidence of illegal and unethical
behavior to the appropriate authority and stand to not allow
retaliation against any employee who makes a good faith
report about a possible violation of the Company’s code of
conduct and ensure a fair and equitable treatment to each employee. 12.
Shall
be committed through all his actions to the overall economic
and social development of the nation, industry, society and
the general public at large. 13.
shall prepare, maintain and preserve its records with
highest standard and safety according to the Company’s
system, policies and procedures. 14.
Shall not use Company’s name, logo, and trademark
for any personal benefit. Compliance
of the Code of Conduct Each
Board Members and Senior Managers shall acknowledge receipt
of the Code or any modification(s) thereto, in the
prescribed form annexed to this Code as Appendix - 1 and
forward the same to the Compliance Officer. Board
Member and Senior Managers shall confirm compliance with
this Code on an annual basis as at the end of the each
financial year of the Company in the prescribed format as
Appendix - 2 at the earliest on the close of every financial
year. Any
breach of the aforesaid Code shall be brought to the notice
of the Compliance Officer or appropriate authority for
necessary action. 31 December 2005 |