Pursuant
to the amendment in Clause 49 of the Listing Agreement (Ref.SEBI Circular No.SEBI/CFD/DIL/CG/1/2004/12/10
dated 29.10.2004) the requirement of CODE OF CONDUCT FOR BOARD OF DIRECTORS &
SENIOR MANAGEMENT PERSONNEL (hereinafter called the CODE) is being issued. This
Code shall be applicable to all the Directors and Senior Management Personnel
(as may be decided from time to time) of The Motor & General Finance Limited
(hereinafter referred to as "the Company")
All
Directors and Senior Management Personnel 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. With
a view to maintain the high standards that the company requires the CODE should
be observed in all the activities of the Company. The Company Secretary has been
appointed as Compliance Officer(s) of the Company for the purpose of monitoring
and co-ordinating implementation of this code. |
INTERPRETATION:
|
The
Board will handle all questions or interpretation falling under or relating to
this Code. The Board may authorize any of its committee /person for this. This
will have the authority to waive compliance with this Code of business conduct
for any Director, officer or employee of the Company. The person seeking waiver
of this Code shall make fully disclosure of the particular circumstances to the
Board or the designated person/committee. |
1.
Honesty & Integrity |
All
Directors and Senior Management Personnel shall conduct their activities, on behalf
of the company and on their personal behalf, with honesty, integrity and fairness.
They shall act in good faith, responsibly, with due care, competence and diligence,
without allowing their independent judgement to be subordinated. They shall act
in the best interests of the Company and fulfill their fiduciary obligations. |
2.
Conflict of interest |
Directors
on the Board of the Company and Senior Management Personnel shall not engage in
any business, relationship or activity, which may be in conflict of interest of
the Company. Conflict of interest occurs when there is
interference of personal interest with the interest of the organization. Thereby,officers
of the company shall not engage in any business, relationship, activity involves
or appears to involve such conflict. Officers as well their
facilities should not invest in a Company, customer, supplier, developer, competitors
and should refrain from investment that compromise their responsibility towards
the Company. Related party transaction should in all possibilities
be avoided (Relative as defined under Companies Act) Even if it is necessary to
enter in such transaction, it must be fully disclosed to the Board or to the CEO
of the Company. |
3.
Compliance |
Officers
are requested to comply with all applicable laws, rules & regulations, both
in letter and in spirit. The members of the core management of the Company shall
initiate all actions deemed necessary for proper dissemination of relevant information
to the Board of Directors, Auditors, other. Statutory Auditors as required by
all applicable laws, rules and regulations. |
4.
Confidentiality of information |
Any
information concerning the Company's business, its customers, suppliers etc. which
is not in public domain to which the director has access or possess such information,
must be considered confidential 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. |
5.
Gifts & Donations |
No
officer of the Company shall receive/offer, directly or indirectly, any gifts,
donations, remuneration hospitality, illegal payments and comparable benefits
which are intended or perceived to be intended to obtain business (or uncompetitive)
favours or decisions of conduct of business nominal gifts of commemorative nature
for special events may be accepted. |
6.
Protection of Assets |
Officers
must protect the Company's Assets and should endeavour not to exploit them for
their own personal gains. Alongside, officers may also
not exploit for their own personal gains any opportunities discovered through
use of corporate property, information or position, unless the opportunity is
disclosed fully in writing to the Company's Board of Directors. |
7.
Violation of the Code |
Part
of an Officer's job and of his or her ethical responsibility is to help enforce
this Code. Officers should be alert to possible violations and report this to
the Company Secretary. Officers must cooperate in any internal or external investigations
of possible violations. Reprisal, threat, retribution or retaliation against any
person who has, in good faith, reported a violation or a suspected violation of
law, this Code or other Company policies, or against any person who is assisting
in any investigation or process with respect to such a violation, is prohibited. Actual
violations of laws, this Code, or other Company policies or procedures, should
be promptly reported to the Company Secretary. The Company will take appropriate
action against any Officer whose actions are found to violate the Code or any
other policy of the Company, Disciplinary actions may include immediate termination
of employment at the Company's sole discretion. Where the Company has suffered
a loss, it may pursue its remedies against the individuals or entities responsible.
Where laws have been violated, the Company will cooperate fully with the appropriate
authorities. |
8.
Insider Trading |
Any
Director or Senior Management Personnel 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. They will comply with insider trading guidelines
as issued by SEBI and prevention of Insider Trading Code as issued by the Company,
from time to time. |
9.
Company Funds |
Every
Directors/Senior Management Personnel is personally responsible for all Company
funds over which he or she exercises control. Company's representatives should
not be allowed to exercise control over Company's funds. Company's funds must
be used only for Company's business purposes. Directors and Senior Management
Personnel must not use the Company's funds for any personal purposes. |
10.
Periodic Review |
Once
in every year or upon revision of this Code, every Director/ Senior Management
Personnel must acknowledge and execute an understanding of the Code and an agreement
to comply. New Directors/Senior Management Personnel will sign such a deed at
the time when their Directorship/Employment begins. |
11.
Alignment on Political Matters |
The
Board members/senior management personnel shall be committed to and support a
functioning democratic constitution and system with a transparent and fair electoral
system in India. They shall not support, directly or indirectly, any specific
political party or candidate for political office, without appropriate approvals.
The Company shall not offer or give any company's funds or property as donations,
directly or indirectly, to any specific political party, candidate or campaign
if it is violating any law. |
12.
Waiver & Amendments of the Code |
We
are committed to continuously reviewing and updating our policies and procedures.
Therefore, this code is subject to modification. Any amendment or waiver of any
provision of this Code must be approved in writing by the Company's board or directors
and promptly disclosed on the Company's website and in applicable regulatory fillings
pursuant to applicable laws and regulations, together with details about the nature
of the amendment or waiver. |
