Applicability this code of conduct is applicable to all the Directors of Auto Pins (India) Ltd. and also to the senior functionaries of Company, i.e. the Chief Executive Officer, Chief Financial Officer, Company Secretary, all Business and Functional Heads of the Company hereinafter referred to as “Officers”.
General Principles the underlying principles in defining the code of conduct of the members of the Board & the Senior Management are:
To maintain the standards of Business conduct in line with the stated values of the Company. To help members in striving to perform their duties according to the highest ethical standards of honesty, integrity, accountability, confidentiality and independence.
Not enter into, without the prior approval of the disinterested members of the Board, any such transaction or relationship with the Company in which they have a financial or personal interest (either directly or indirectly, such as through a family member or other person or organization with which they are associated), or any transaction or situation which otherwise involves a conflict of interest.
Maintain the confidentiality of all materials non-public information about the Company, its business and affairs and make no use of it other than for furtherance of company’s interest. Abide by all applicable Laws and Regulations including Company’s Insider Trading Code. Ensure compliance with the legal requirements, specifically Clause 49(1)(D) of the Listing Agreement.
The following procedures and guidelines are intended to deal with the most common practical implications of the above principles, but they cannot deal specially with every potential situation that may arise. Where an officer is in doubt as to how a particular situation should be dealt with from an ethical standpoint, he may consult with the CEO or the Company Secretary, or may request independent professional advice. Where a member wishes to take such advice, he should first consult with the Company Secretary.
Honesty and Integrity While participating in the business of the Company, the officers should act honesty, in good faith and in the best interests of the Organization, his fellow-officers should exercise due care, diligence and skill of a reasonably prudent person under comparable circumstances: Compliances/Duty to Review Certain Reports.
All persons who are subjects to this Code of Conduct are required to comply with every applicable laws for the time being in force and rules and regulations made there under. They are also expected to encourage and promote statutory compliance in its true letter and spirit. The officers are required to review certain reports/ compliance statements about the affairs of the company at such intervals as may be prescribed from time to time. The officers may add or modify the reports as they may feel appropriate to ensure statutory compliance and smooth & transparent operations of the Company.
Conflicts of Interest Officers are strictly prohibited from making use of corporate opportunity for their personal gain. A Corporate Opportunity is a profit making opportunity, which is justice and equity belongs to the company.
In case any corporate opportunity arises which partially belongs to the company the officers are required to advance the legitimate interest of the same to the company.
The duty not to take unfair advantage of corporate opportunity also extends to protection of and making proper use of company’s property.
Confidentiality of Critical Information Officers have fiduciary duty to maintain confidentiality of all the critical information, the disclosure of which might adversely affect the interest of the Company unless the disclosure is required under any law for the time being in force of pursuant to any direction or order of any statutory authority.
The Disclosure in other cases can be made only with the prior consent of the Board of Directors. In case of any questions or doubts as to confidentiality or criticality of the information on the subjects, officers are expected to consult the Managing Directors or the Company Secretary.