Investor's Corner
Code of Conduct
 
 

Rohit Ferro Tech Ltd. is committed to conduct its business in accordance with applicable laws, rules and regulation and highest standard of business ethics and ethical behavior.

A model code of conduct has been designed to put values into practice. This code of conduct is not merely a set of rules for specific circumstances but an intentionally expansive Statement of principles meant to inform all the actions of the Board Directors and Senior Management. The purpose of this code of conduct is to provide help and guidance in recognizing and dealing with ethical issue and to help foster the culture of integrity, transparency, honesty and accountability.

Applicability of the Code
 
Rohit Ferro Tech Ltd.
  • all the directors of the Company

  • all the Senior Management employees of the company

  • any other employee or officer of the company who has the opportunity to materially influence the integrity, strategy    and operation of the business and financial performance of the company.

The Code
Every Director and above mentioned person must
  • exhibit the high standards of honesty, integrity, ethical and law abiding behavior

  • Observe those standard to protect and promote the interests of shareholders and other stakeholders

  • Ensure that the Business practices of the Company create a high level of confidence amongst its stakeholders.

  • Not discriminate on the grounds of a person’s race, religion, gender, martial status or disability.

Conflict of interest and duty

All employees, officers and directors should endeavor to avoid situations that present a potential or actual conflict between their interest and the interest of the Company.

A "Conflict of interest" occurs when a person's private interests interface in any way or even appear to interface with the business interest of the company. A conflict of interest can arise when an employee, officer or director takes an action or has an interest that may make it difficult for him or her to perform his or her work objectively an defectively. Conflicts of interest may also arise when an employee, officer or director (or his or her family members) receives improper personal benefits as a result of the employee’s officer’s or director’s position in the Company.

While the code does not attempt and indeed it would not be possible to decide all conceivable conflicts of interest that could develop, the following are a few examples of situations, which any be constituted as causing conflict of interest:

  • Working in any capacity for a competitor, customer, supplier or other third party while employed by the company.

  • Competing with the Company for the purcahse or sale of any Property, products or services.

  • Having an interest in a transaction of the Company, with its customer or supplier

Directors and senior Management shall fully disclose active private or other business interests promptly and any other matters which lead to potential or actual conflicts of interest with the company in accordance with such policy that the director may adopt from time to time. Their dealings with the Company must always be at arms length to avoid the possibility of actual or potential conflict of interest.

Conflict of interest may not always be clear cut. Any question therefore about a Director’s actual or potential conflict of interest with the Company should be brought promptly to the attention of the chairman of the Board, who will review the question and determine proper course of action.

Each director must not participate when the Board considers any matter in which the director has or may have a conflict of interest or duty and comply with the provisions of companies Act, 1956 and listing agreement in relation to disclosing material personal interests and restrictions on voting by Directors.

Personal Transactions

This code provides no bar on the directors for making their personal investment, social contacts and Business courtesies but they must kept separate their dealings as director or employee of the Company.

Director and senior managerial personnel must not

  • use the name of the company to further any personal or other unrelated to the Company

  • exploit for their personal gain the opportunities that are discovered through the use of corporate property, information or position unless the opportunity is disclosed fully in writing to the company.

Confidentiality of information

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.

  • not use company information obtained by them for personal gain financial or otherwise, nor will that information be used to obtained financial or other benefits for any other person or business.
Protection and proper use of Company Assets
  • The company expects each director and senior Executive to use all reasonable endeavors to protect any Company asset and ensure its efficient use
  • they must exercise due diligence for using company asset legitimately.

  •  Each Director And senior management must immediately report any suspected fraud or theft of a company asst for investigation.
Fair Dealing

Each Employee, officer and director of the Company should endeavor to deal fairly with customers, suppliers, competitors, public and one another at all time and in accordance with ethical business practices, No one should take unfair advantage of anyone through manupulation, concealment, abuse of priviledge information, misrepresentation of material facts or any other unfair dealing. No payment in any form shall be made directly or indirectly to or for the purpose of obtaining or retaining business or obtaining any other favourable action. The company and the employees, officer or director involved may be subject to disciplinary action as well as potential civil or criminal liability for violation of this policy.

Compliance with laws, regulations, policies and procedures
  • Comply with the letter and sprit of any applicable law, rule or regulation

  • Comply with the protocols, policies and procedure of the Company, including its corporate code of conduct and code of conduct for insider trading and

  • Encourage other officers and employees to do same.

Compliance officer
The company has designated Mr. Pradip Kumar Agarwal (Company Secretary) as its Compliance officer to administer this code.
Reporting
The directors and the senior Management team shall immediately bring to the notice to the Chairman of the board or managing director or Compliance officer about any unethical behaviour, actual or suspected fraud or violation policies.
Payment, Gifts, entertainment and travel
Director and senior Management shall not use their status to seek personal gain from doing business or seeking to do business with the company and they shall not accept any personal gain of any material significance, if offered.
Disciplinary Action
Director and senior management are subject to corrective and/or disciplinary action for violation 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 violation 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 authorised committee
 
 
© ROHIT FERRO-TECH LIMITED, 2011, All Rights Reserved.

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