Code of Conduct for Board Members & Senior Management
The Board of Directors (the "Board") of the Eurotex Industries and Exports Limited (the"Company") has adopted the following Code of Ethics and of Business Conduct (the "Code") for the all Directors of the Company, and also for other members of the senior management one level below the Board. This Code will draw the attention of all concerned to areas of ethical risk; provide guidance for recognizing and dealing with ethical issues; provide mechanisms to report unethical conduct; and thus help foster a culture of honesty and accountability. Each Director and each member of the senior management must comply with the Code in letter and spirit.
The term 'Director' shall mean all Executive Directors and Independent Directors as well as the senior members of management as defined above for the purpose of the Code.
Avoiding Conflict Of Interest
Each Director must avoid any conflict of interest between himself/herself and the Company. Any unavoidable situation that involves, or may reasonably be expected to involve, a conflict of interest with the Company, should be disclosed promptly to the Board.
A "conflict of interest" can occur when:
- A Director's personal interest is adverse to, or may appear to be adverse to, the interests of the Company as a whole
- Director, or his/her relative, as defined by the Companies Act, 1956, receives improper personal benefits as a result of his/her position as a Director of the Company.
Some of the more common conflicts, which Directors should avoid, are listed below:
Relationship of Company with third-parties
- Directors should not receive a personal benefit from a person or firm, which is seeking to do business or to continue business with the Company.
- Each Director shall keep away him/herself from any Board decision involving another firm or company with which the Director is affiliated, related or concerned.
Compensation from non-Company sources
- Directors should not accept compensation (in any form) for services performed for the Company from any source other than the Company.
Gifts
- Directors should not offer, give or receive valuable gifts from persons or entities that deal with the Company in those cases where any such gift is being made in order to influence the Directors' actions as a member of the Board.
Personal use of Company assets
Directors should not use any Company assets or information for personal use or gain; or utilise Company employees for personal work unless approved by the Managing Director, or unless provided as part of a compensation or expense reimbursement program available to all Directors.
Corporate Opportunities
Directors are prohibited from:
- Taking for themselves or for their companies/firms business or profit opportunities that are discovered through the use of Company property, Company information or of their position as a Director;
- Using the Company's property or information for personal gain;
- Competing with the Company for business opportunities. However, if the Company's disinterested Directors determine that the Company will not pursue an opportunity that relates to the Company's business, a Director may then do so, but only after seeking a formal approval from the Board.
Confidentiality
Directors must maintain the confidentiality of information given to them in writing or otherwise by the Company and of any other confidential information about the Company that comes to them, from whatever source, in their capacity as a Director. Such information may be disclosed only when legally mandated, or when authorized by the Chairman of the Board in a specific situation. For the purpose of this Code, "confidential information" includes all non-public information relating to the Company.
Political Non- Alignment
The Board shall be committed to and shall support a secular democratic constitution and a political system that elects a government with transparent and fair elections in India. The Board shall not support, directly or indirectly, any specific candidate of any political party for political office. The Company shall not offer or give any company funds or property as donations, directly or indirectly, to any specific political party, candidate or campaign if such action violates any law.
Compliance With Laws, Rules And Regulations; Fair Dealing
Each Director must comply, and oversee compliance by employees, officers and other Directors, with laws, rules and regulations applicable to the Company, including the laws on insider trading.
Directors must deal fairly, and must oversee that all dealing by employees and officers, with the Company's customers, suppliers, competitors and employees are also fair and ethical.
Financial Reporting and Records
The Directors must ensure the following.
- The Company and its Officers shall prepare and maintain accounts of the Company's business affairs fairly and accurately in accordance with the accounting and financial reporting standards which represent the generally accepted guidelines, principles, standards, laws and regulations in India, as updated from time to time.
- The internal accounting and audit procedures shall fairly and accurately reflect all of the Company's Business Transactions And Disposition Of Assets. All Required Information Shall Be accessible to Company Auditors, and to other authorized parties, and to government agencies. There shall be no willful omissions of any Company transactions from the books and records, no advance income recognition, and no hidden bank account and funds.
- llful material misrepresentation of and/or misinformation on the financial accounts and reports shall be regarded as a violation of this Code, apart from being eligible for inviting appropriate civil or criminal action under relevant laws.
Integrity Of Data Furnished
Every Board Member shall ensure, at all times, the integrity of data or information furnished by the officers of the Company to the Board and of that furnished by him to the Board.
Encouraging The Reporting Of Any Illegal Or Unethical Behavior
Directors should promote ethical behavior and take steps to ensure that the Company:
- Encourages employees to talk to supervisors, managers and other appropriate personnel of the Company when in doubt about the best course of action in a particular situation;
- Encourages employees to report violations of laws, rules, regulations or the Company's Investor Information to appropriate personnel of the Company;
- Informs employees that the Company will not allow retaliation for reports made in good faith.
Compliance Standards
- Directors should communicate any suspected violation(s) of this Code promptly to the Board. Violations will be investigated by the Board or by person(s) designated by the Board, and appropriate action will be taken in the event of any violation of the Code.
Interpretation of Code
- In case any question or clarification or interpretation of the clauses of this Code of Ethics and Business Conduct is needed, the Board or any committee authorized by the Board of the Company will handle it.
Waiver of Code of Business Conduct and Ethics
- In any extra-ordinary rare situation where a Director or a Senior Manager feels that
- The action he/she is expected to take may appear to be violating the Code, but it is truly not violating the Code, or
- The action is necessary and unavoidable under the circumstances,
He/she must seek a waiver for that specific action. - The Board of Directors will be the only 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 full disclosure of the particular circumstances to the Chairman of the Board well in advance of the proposed action.
