annual
compliance report | acknowledgement
form
Introduction
This Code of Conduct (hereinafter referred to as
"the Code") has been framed and adopted
by Aditya Birla Nuvo Limited (hereinafter referred
to as "the Company") in compliance with
the provisions of Clause 49 of the Listing Agreements
entered into by the Company with the Stock Exchanges.
Applicability
The
Code applies to the Members of Board of Directors
(hereinafter referred to as "Board Members)
and Members of the Senior Management Team of the
Company one level below the Executive Directors,
viz. Business Heads, Unit Heads, Presidents, Joint
Presidents and all other executives having similar
or equivalent rank in the Company and the Company
Secretary of the Company (hereinafter referred
to as "Senior Managers").
The
Company Secretary shall be the Compliance Officer
for the purpose of this Code.
The
Code shall come into force with effect from 1st
January, 2006 and future amendments / modifications
shall take effect from the date stated therein.
The
Code shall be posted on the website of the Company.
Code
of conduct
The
Board Members and Senior Managers shall observe
the highest standards of ethical conduct and integrity
and shall work to the best of their ability and
judgement.
The Board Members and the Senior Managers of the
Company:
|
1
|
Shall maintain and help the Company in maintaining
highest degree of Corporate Governance practices. |
|
2
|
Shall act in utmost good faith and exercise
due care, diligence and integrity in performing
their office duties. |
|
3
|
Shall ensure that they use the Company's assets,
properties, information and intellectual rights
for official purpose only or as per the terms
of their appointment. |
|
4
|
Shall not seek, accept or receive, directly
or indirectly, any gift, payments or favour
in whatsoever form from Company's business
associates, which can be perceived as being
given to gain favour or dealing with the Company
and shall ensure that the Company's interests
are never compromised. |
|
5
|
Shall maintain confidentiality of information
entrusted by the Company or acquired during
performance of their duties and shall not
use it for personal gain or advantage. |
|
6
|
Shall not commit any offences involving morale
turpitude or any act contrary to law or opposed
to the public policy. |
|
7
|
Shall not communicate with any member of press
or publicity media or any other outside agency
on matters concerning the Company, except
through the designated spokespersons or authorized
otherwise. |
|
8
|
Shall not, without the prior approval of the
Board or Senior Management, as the case may
be, accept employment or a position of responsibility
with any other organization for remuneration
or otherwise that are prejudicial to the interests
of the Company and shall not allow personal
interest to conflict with the interest of
the Company. |
|
9
|
Shall in conformity with applicable legal
provisions disclose personal and/ or financial
interest in any business dealings concerning
the Company and shall declare information
about their relatives (spouse, dependent children
and dependent parents) including transactions,
if any, entered into with them. |
|
10
|
Shall ensure compliance of the prescribed
safety & environment related norms and
other applicable codes, laws, rules, regulations
and statutes, which if not complied with may,
otherwise, disqualify him/ her from his/ her
association with the Company. |
|
11
|
Shall ensure compliance with SEBI (Prohibition
of Insider Trading) Regulations, 1992 as also
other regulations as may become applicable
to them from time to time. |
Annual
compliance reporting
Board Member and Senior Managers shall affirm
compliance with this Code on an annual basis as
at the end of the each financial year of the Company
(as per Appendix I within 7 days of the close
of every financial year).
Acknowledgement
of receipt of the code
Each Board Members and Senior Managers both present
and future shall acknowledge receipt of the Code
or any modification(s) thereto, in the acknowledgement
form annexed to this Code as Appendix - II and forward
the same to the Compliance Officer.
Any
breach of the aforesaid Code brought to the notice
of the Compliance Officer or any member of the
Board or Senior Management shall be reported to
the Board of Directors of the Company for necessary
action.
31
December 2005
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