Titagarh Industries Ltd. - Code of Conduct

CODE OF CONDUCT FOR DIRECTORS / OFFICERS OF THE COMPANY

INFORMATION & COMMUNICATION

8.1

The company fully understands the information requirements of its stakeholders. In respect of disclosing business, technical, commercial or proprietary information in the public domain, it shall be represented only by specifically authorized Officers.

8.2

All relevant work-related information shall be fully and timely shared with those concerned, so that all are able to perform their job as best possible and avoid confusion, misunderstanding and distrust.

Positive and effective communications, both internal and external, are key needs for motivation and success. It is particularly the responsibility of senior officers to ensure that goals, policies, progress and initiatives are communicated appropriately and regularly so that all employees may understand them and relate to them.

8.3

No Director and Officer of the Company shall communicate in any matter (except as per any general or special order of the company or in the performance of duties assigned to him) any information or official document or part thereof to any other employee or person to whom he/she is not authorized to communicate such information, or where such communication may prejudice the interest of the Company or which may adversely affect its business or competitive edge.

8.4

No form of insider trading shall be indulged in, whether direct or indirect, including in shares or commodities, or assist any outsider to derive advantage from information not in the public domain and shall abide by the code of conduct for prevention of Insider Trading.

COMMITMENT TO EMPLOYER

9.1

Wholetime Directors and Officers are expected to devote fullest energy and due attention to the business of the company.

	Any other employment or direct interest in any business, (including as partners) in one’s own spouse’s or any dependant’s name, is prohibited.
	Any such interest or any interest or involvement in promoting any third party’s business interest must be disclosed to the management in writing. Commencement or continuation of such interest constitutes a Conflict of Interest as detailed herein, and can only be dealt with accordingly.

9.2

Any Officer of the Company joining or assuming responsibility at any professional, trade, legislative, political or public body, including as an office bearer, can do so only upon prior approval by the management, which may or may not be granted.

9.3

Publicity with the objective of personal portrayal shall be avoided. Where any employee writes to/in any media or appears on any media or in any public debate in his/her personal capacity he/she shall clearly state that the views expressed are his/her own and not of the Company.

9.4

Directors and Officers shall remain non-political.

10.

RELATIVES AND ASSOCIATES

10.1

If and when a Director and Officer of the company suggests or refers a candidate for employment with the company or a party for transacting any business with company they must make it unambiguous if (and how) the candidate/party is in any way related or associated with them personally or professionally.

An Officer empowered to appoint persons or transact business or in a position to influence such decision on behalf of the company shall not appoint such candidates or commit any transaction on behalf of the Company with them.

10.2

Throughout the Code and Rules whenever relatives and/or associates are referred to, they shall include relatives and/or associates as understood under socially accepted norms whether or not they are within the definitions under any Act.

11.

CONFLICT OF INTEREST

11.1

Conflict of Interest is a wide term (implying wider definition and implication commensurate with seniority of the officer) which calls for examples rather than definition.

11.2

For purposes of a limited illustration only, Conflict of Interest can be said to have arisen or exist between an Officer and the Company in circumstances when:

	There is a harm or financial loss to the Company due to any act(s), including obvious negligence or willful neglect of duty non co-operation, of the Officer directly or through a third party or his/her abetting such action by another employee;
	Any information (including, but not limited to competitive information) considered prejudicial to the company’s interest is disclosed to any third party(s) by the Officer so as to expose such interest to risk; or
	The Officer directly or indirectly enters into any form of relationship or association (with or without financial benefits or remuneration) with a direct competitor of the company or a supplier or sub-contractor to the company ;
	The Officer abets any efforts of any third party to influence or effect supplies or services, either directly or indirectly, to the company at prejudiced terms or terms other than at arms length ; or
	The Officer or his/her relative/associate operates or commences/ proposes to operate a business in direct conflict/competition with the business of the company ;
	The Officer undertakes any business or professional activity in contravention of the guidelines herein, while in the employment of the company ; or
	The Officer utilizes the company’s resources, financial or otherwise, to support his/her own financial or business interest (or of his/her relative /associate) or helps promote financial or business interest of any other employee ; or
	The Officer is formally charged or held guilty at any time by a relevant competent or judicial authority for a serious misdemeanor (such as any criminal offence or morale turpitude, etc.).

11.3

Every Officer shall take all care to ensure that there does not arise a Conflict of Interest between him/her and the company. It is clarified that if the Management is satisfied that a Conflict of Interest exists, then the same shall be said and deemed to exist.

	The first remedy if a Conflict of Interest arises, or exists historically, is to bring it to the notice of the Management. An attempt may be made by the Management at its discretion to see if the Conflict of Interest can be remedied and ended. If such attempt is decided against or the conflict cannot be remedied and ended, the Management shall be entitled at its sole discretion to decide if the services of those concerned should continue or not. In the latter event an opportunity shall be given to the concerned to resign ; otherwise the services may be terminated.
	If a conflict of interest continues without appropriate disclosure or by way of willful suppression of facts but becomes known to the Management it may, as its sole discretion, terminate the services of the Officer concerned.
	In any even, if any harm or financial loss to the Company has arisen as result of a Conflict of Interest, the Company shall proceed legally against the concerned persons.

11.4

It is expressly prohibited for any Officer to directly or indirectly :

	Solicit or accept any gratification, in cash or in kind, from any person/party dealing with or seeking to deal with the Company or from another employee. If any inducement is offered to an Officer he/she must immediately bring this to the notice of his/her unit head. (It is permissible to accept/give gifts of nominal value, customarily given on special festivals or occasions).
	Confer any benefit prejudicial to the company’s interest to any party under influence of gratification or promise thereof or in violation of commercial or administrative prudence.
	Hold or be interested any place of wrongful personal gain vis-à-vis the company.
	Commit theft in any manner.

It is made clear and unambiguous that any of these acts are contrary to the fundamental spirit of the company and cannot be condoned or disregarded. If the Management is satisfied about the violation of any of the above, termination of services as well as possible legal action for recovery of gains or advantages wrongfully obtained, shall result.