Code of Conduct

Introduction

The Code of Conduct of Vaishno Cement Company Ltd. lays down a broad policy to be abided by the Directors and Employees of the Company in course of discharging their duties and responsibilities and in all their transactions, so as to promote healthy business practices in an efficient, professional and ethical manner.

Application of this Code

This Code shall apply uniformly to all Directors and to all members of the Management Staff of the Company and of the other companies in the Tai Group.

Responsibility

Every person to whom this Code applies shall be responsible for the implementation of and compliance with the Code in his / her environment. Failure to adhere to the Code could attract severe consequences, including termination of employment.

Regulatory Compliance

The Company is committed to benefit the economic development of the community in which it operates. Every employee of the Company, in the course of his business activities, shall conform to trade procedures and comply with the laws of the land. Directors of the Company shall abide by the applicable laws and regulations of all the relevant regulatory and other authorities. As good governance practice they shall safeguard the confidentiality of all information received by them by virtue of their position.

Respect of Individual

The Company shall provide equal opportunities to all its employees and all qualified applicants for employment without regard to their race, caste, religion, colour, ancestry, marital status, gender, sexual orientation, age, nationality, ethnic origin or disability. Human resource policies shall promote diversity and equality in the workplace, as well as compliance with all local labour laws, while encouraging the adoption of international best practices. Employees of the Company shall be treated with dignity and in accordance with the VCCL policy of maintaining a work environment free of all forms of harassment, whether physical, verbal or psychological. Employee policies and practices shall be administered in a manner consistent with applicable laws and other provisions of this Code. In respect of the right to privacy and the right to be heard, equal opportunity shall be provided to those eligible and decisions shall be based on merit.

Honest and Ethical Conduct

Directors and Executives of the Company shall act in accordance with the highest standards of personal and professional integrity, honesty and ethical conduct. Such conduct shall be fair and transparent and be perceived to be so by third parties.

Financial and Operational Integrity

The Company shall prepare and maintain its accounts fairly and accurately and in accordance with the accounting and financial reporting standards which represent the generally accepted guidelines, principles, standards, laws and regulations of the country and shall have internal controls to provide assurance to the Company’s Board and shareholders that the transactions are accurate and legitimate. All required information shall be accessible to company auditors and other authorised parties and government agencies. The Company is committed to disclosing, fully and properly in its financial statements, all information required to be disclosed under relevant accounting standards or under laws or regulations to which it is subject.

Conflict of Interest

An employee or Director of the Company shall always act in the interest of the Company. The Directors and Executives of the Company shall not engage in any activity or enter into any pecuniary relationship or otherwise which may result in conflict of interest with that of the Company. Any Director or Executive, who is aware of such a conflict or is aware that a conflict might develop, is required to disclose the matter promptly, to the Board of Directors in case of a Director, and to the Managing Director in case of an Executive. Notwithstanding such or any other instance of conflict of interest that exist due to historical reasons, adequate and full disclosure by interested employees shall be made to the Company’s management. It is also incumbent upon every employee to make a full disclosure of any interest which the employee or the employee’s immediate family, including parents, spouse and children, may have in a family business or a company or firm that is a competitor, supplier, customer or distributor of or has other business dealings with his / her company. Upon a decision being taken in the matter, the employee concerned shall be required to take necessary action, as advised, to resolve / avoid the conflict failing which, the management shall take a serious view of the matter and consider suitable disciplinary action against the employee.

Misuse of Opportunities and Information

Directors and Executives and/or their immediate family shall not derive any benefit or counsel, or assist others to derive any benefit, from access to and possession of information about the Company or its clients or suppliers that is not in the public domain and, thus, constitutes unpublished, price-sensitive insider information and shall refrain from taking (or directing to a third party) a business opportunity (relevant to the line of business intended to be pursued by the Company) that is discovered through the use of corporate property, information or position, unless the Company has already been offered the opportunity and turned it down. Directors and Executives are also prohibited from using corporate property, information or position for personal gain and from competing with the Company. Where it is difficult to differentiate between personal and Company benefits, or there are both personal and Company benefits in certain activities, the only prudent course of action for Directors and Executives is to make sure that any use of Company property or services or transactions, that are not solely for the benefit of the Company, has prior approval of the competent authority.

Confidential Information

During the course of employment or dealing with the Company, any information of a confidential nature (whether about the Company, other companies or individuals) that is known to Directors or Executives shall be treated as confidential unless it is in the public domain. Such information shall be used only for the purpose of the business of the Company. The Company also respects the rights of others with regard to confidential information. Where information is received from third parties under conditions of confidentiality, Directors and Executives shall comply with those conditions but no one shall solicit confidential information from third parties without established need and prior authorization. The use of Company information, for personal gain, is strictly prohibited. In particular, Directors and Executives or members of their families should not trade in securities of the Company when in possession of unpublished price-sensitive material. No employee of the Company should use or proliferate information that is not available to the investing public, and which therefore constitutes insider information, for making or giving advice on investment decisions about the securities of the Company, group, client or supplier on which such insider information has been obtained.

Fair Dealing

The Directors and Executives of the Company shall deal fairly with the Company’s acquaintances, service providers, suppliers, competitors and employees. No Director or Executive shall take advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any unfair practice, nor seek competitive advantage through illegal or unethical business practices. Directors and Executives shall immediately bring to the notice of the Board and Managing Director, respectively, any unethical behaviour and/or actual or suspected fraud. The Company is committed to marketing the Company’s products and services on their own merits and shall not make unfair and misleading statements about competitors’ products and services.

Protection and Proper Use of Company Assets

Assets of the Company, including tangible assets such as equipment and machinery, systems, facilities, materials, resources, etc., shall not be misused and shall be employed primarily and judiciously for the purpose of conducting the business for which they are duly authorized. This would apply as well to intangible assets such as information technology and systems, proprietary information, intellectual property and business relationships with customers and suppliers.

Bribery

Payment of bribes, kickbacks or other payments of this nature, in cash or kind, is strictly prohibited, irrespective of whether payments or offers are made directly or indirectly.

Gifts and Entertainment

Though business gifts and entertainment are customary in many parts of the world, they need to be viewed with caution. Directors and Executives may accept and offer nominal gifts which are customarily exchanged or given and/or are of commemorative nature for special events with full disclosure. Except for these and legally contracted payments in the course of Company’s business, Directors and Executives shall neither receive nor offer or make direct/indirect payments, gifts or any benefits which are intended to obtain unethical favour.

Wealth Creation

Directors and Executives shall be committed to enhancing shareholder worth/value and shall strictly comply with all regulations and laws that govern shareholder rights. Shareholders shall be duly and fairly informed of relevant aspects of Company’s business and other such information, as may be required, from time to time, in accordance with applicable Rules and Regulations.

Protection of Health and Environment

The Company shall strive to provide a safe, healthy, clean and ergonomic working environment for its people and shall ensure the safety and well-being of all personnel engaged in Company’s establishments through the establishment of safeguards against all identified risks connected with its operations .

Duties of Independent Director

The Independent directors shall:

1. Undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the company;
2. Seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice and opinion of outside experts at the expense of the company;
3. Strive to attend all meetings of the Board of Directors and the Board committees of which he is a member;
4. Participate constructively and actively in the committees of the Board in which they are chairpersons or members;
5. Strive to attend the general meetings of the company;
6. Where they have concerns about the running of the company or a proposed action, ensure that these are addressed by the Board and, to the extent that they are not resolved, insist that their concerns are recorded in the minutes of the Board meeting;
7. Keep themselves well informed about the company and the external environment in which it operates;
8. Not to unfairly obstruct the functioning of an otherwise proper Board or committee of the Board;
9. Pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure themselves that the same are in the interest of the company;
10. Ascertain and ensure that the company has an adequate and functional vigil mechanism and to ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use;
11. Report concerns about unethical behaviour, actual or suspected fraud or violation of the company’s code of conduct or ethics policy;
12. Acting within his authority, assist in protecting the legitimate interests of the company, shareholders and its employees; and
13. Not disclose confidential information, including commercial secrets, technologies, advertising and sales promotion plans, unpublished price sensitive information, unless such disclosure is expressly approved by the Board or required by law.