Regd. Office: 21/14, Naraina Industrial Area, New Delhi-110028. CODE OF CONDUCT FOR DIRECTORS, SENIOR MANAGEMENT, OFFICERS AND EMPLOYEES OF MICROMAX INFORMATICS LTD. MICROMAX INFORMATICS LIMITED is committed to conducting its business in accordance with the applicable laws, rules and regulations and with highest standards of business ethics. This code is intended to provide guidance and help in recognizing and dealing with ethical issues, provide mechanisms to report unethical conduct, and to help foster a culture of honesty and accountability. Each Director, senior manager, officer and employee is expected to comply with the letter and spirit of this code. The Directors, senior management, officers and employees of the Company must not only comply with applicable laws, rules and regulations but should also promote honest and ethical conduct of the business. They must abide by the policies and procedures that govern the conduct of the Company's business. Their responsibilities include helping to create and maintain a culture of high ethical standards and commitment to compliance, and to maintain a work environment that encourages the stakeholders to raise concerns to the attention of the management. A present, overall, contents of this Code are in practice, being already followed by the Directors and the Senior Management, however, in compliance with the new Clause 49 of the listing agreement, the Code as set out below, is to take effect from the date, when approved by the Board in its meeting 1. APPLICABILITY:
The Code is applicable to all the members of the Board of Directors, Senior Management, Officers and employees of the Company. Senior Management shall include all executives holding the positions of Director (Non-Board Member/s), Sr. Manager, Managers, Asst. Managers and all head of the departments excluding Board of Directors. Such personnel shall hereinafter be treated as members of its core management team. 2. DILIGENCE:
The Directors, senior management, officers and employees are to exercise due diligence in attending to their respective duties and obligations in the best interest of the Company. 3. CONFLICTS OF INTEREST:
The Directors, senior management, officers and employees should be scrupulous in avoiding 'conflicts of interest' with the Company. In case there is likely to be a conflict of interest, he/she should make full disclosure of all facts and circumstances thereof to the Board of directors or any Committee / officer nominated for this purpose by the Board and a prior written approval should be obtained. A conflict situation can arise:
a. When an employee, officer, senior manager or Director takes action or has interests that may make it difficult to perform his or her work objectively and effectively, b. The receipt of improper personal benefits by a member of his or her family as a result of one's position in the Company, c. Any outside business activity that detracts an individual's ability to devote appropriate time and attention to his or her responsibilities with the Company, d. The receipt of non-nominal gifts or excessive entertainment from any person/company with which the Company has current or prospective business dealings, e. Any significant ownership interest in any supplier, customer, development partner or competitor of the Company, f. Any consulting or employment relationship with any supplier, customer, business associate or competitor of the Company. 4. TRANSPARENCY:
The Directors and the Senior Management are to ensure that their action/s in the conduct of business are transparent, except where the confidentiality of the business requires otherwise. Such transparency shall be brought through appropriate policies, procedures, and maintaining supporting and proper records. 5. FAIR DEALING:
Each director, member of core management team, officer, and employee should deal fairly with customers, suppliers, competitors, and employees of group companies....