 Preamble
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All Directors and Senior Management must act
within the bounds of the authority conferred upon them and
with a duty to make and enact informed decisions and policies
in the best interests of the company and its
shareholders/stakeholders Hindustan Composites Limited is a
pioneer in the development, manufacture & marketing of
Asbestos Industrial Products and Friction Materials in India
for over 45 years.
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With a view to maintain the high standards
that the company requires, the following rules/code of conduct
should be observed in all activities of the board. The Company
appoints the Company Secretary as a Compliance Officer for the
purposes of this code.
Applicability
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The Code shall apply to the Directors and
Officers of the Company across all units and offices
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The Board of Directors of the Company shall be
the final internal authority as far as any interpretation of
the Code or its applicability / violation and consequential
actions are concerned and that the Code may be expanded and/or
improved upon from time to time.
Honesty & Integrity
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All directors shall conduct their activities,
on behalf of the company and on their personal behalf, with
honesty, integrity and fairness without allowing their
independent judgement to be subordinated.
Conflict of Interest
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Directors on the Board of the company shall
not engage in any business relationship or activity, which may
be in conflict of interest of the COMPANY or the group. Set
forth, are some of the common circumstances that may lead to a
conflict of interest, actual or potential:
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Directors should
not engage in any activity/employment that interferes with the
performance or responsibility to the company or is otherwise
in conflict with or prejudicial to the company.
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Directors and their
immediate families should not invest in a company, customer,
supplier, developer or competitor and generally refrain from
investments that compromise their responsibility to the
company.
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Directors should avoid
conducting company business with a relative or with a
firm/company in which a relative/related party is associated
in any significant role. If such related party transaction is
unavoidable, it must be fully disclosed to the board or the MD
of the Company.
Other Directorships
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The COMPANY feels that serving on the boards
of directors of other companies may raise substantial concerns
about potential conflicts of interest. And therefore, all
directors must report / disclose such relationships to the
Board on an annual basis. It is felt that service on the board
of a direct competitor is not in the interest of the company.
Confidentiality of Information
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Any information concerning the company's
business, its customers, suppliers etc., which is not in the
public domain and to which the director has access or
possesses such information, must be considered confidential
and held in confidence, unless authorized to do so and when
disclosure is required as a matter of law. No director shall
provide any information either formally or informally, to the
press or any other publicity media, unless specially
authorized
Prevention of Insider Trading
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No director of the COMPANY shall not derive
benefit or assist others to derive benefit by giving
investment advice from the access to and possession of
information about the company, not in public domain and
therefore constitutes insider information. All directors will
comply with insider trading guidelines as issued by SEBI.
Gifts & Donations
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No director of the company shall receive or
offer, directly or indirectly, any gifts, donations,
remuneration, hospitality, illegal payments and comparable
benefits which are intended to obtain business favours or
decisions for the conduct of business. Nominal gifts of
commemorative nature, for special events may be accepted and
reported to the Board.
Protection of Assets
Compliance
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Directors are required to comply with all applicable laws,
rules and regulations, both in letter and in spirit. In order
to assist the company in promoting lawful and ethical
behaviour, directors must report any possible violation of
law, rules, regulation or the code of conduct to the Company
Secretary.
Information Technology
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The company encourages IT friendliness. It is committed to
making as extensive a use of computers, modern data
processing, and office automation and communication system, as
may be practically possible. These shall be used to improve
productivity, response time, information integrity, quality
and presentation of documents and information.
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Use of Information Technologies will be within the
boundaries and if any director or officer charged by competent
authorities under the appropriate Cyber laws in force, whether
in relation to his/her personal time or while on duty, the
management shall at its sole discretion have the right to
suspend him/her without pay and emoluments or terminate
his/her services.
Corporate Governance
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Every Director and Officer of the company shall, in his or
her business conduct, comply with all applicable laws and
regulations, both in letter and spirit, in all the territories
in which he or she operates. If the ethical and professional
standards set out in the applicable laws and regulations are
below that of this code of conduct, then the standards of the
code shall prevail.
Periodic Review
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Investor Relations : Code of
Conduct