The purpose of Code of Conduct
(the “Code”) is to conduct the business of the
Company in accordance with the applicable laws, regulations,
terms of the Listing Agreement and with the highest standard
of ethics and values. The matters covered in this code are
of utmost importance to the Company, shareholders and other
stakeholders.
Consistent with its values and beliefs, Gujarat Fluorochemicals
Limited (“GFL”) has formulated the following code
of conduct as guide. The Code does not attempt to be exclusive
and exhaustive. It encourages each and every Director and
Officer (as defined below) to take positive actions which
not only commensurate with the values and beliefs, but are
also perceived to be so.
The Code shall come into force with effect from 01st January,
2006. Each and Every Director/Officers (as defined herein
below) are expected to be fully aware this code and uphold
these standards in the business dealings and activities. They
shall also be duty bound to follow the provisions of this
Code of conduct in letter and spirit. Any instance of non-compliance
of any of the provisions shall be a breach of ethical conduct
and shall be viewed seriously by the Company. |
| (1)
APPLICABILITY |
This
Code of Conduct applies to the following
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All the Members of the Board of Directors of the Company;
(hereinafter referred to as the “Directors”) |
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Chief Executive
Officer |
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President and
Vice President |
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Head of Finance Function (by whatever name called) |
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Company Secretary |
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All Departmental/Functional heads of different functions
of the Company ( by whatever name they are called) |
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All professionals
at corporate serving in the roles of finance, tax, accounting
treasury and internal and statutory audit
(Hereinafter referred to as “officers”) |
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| (2)
EHICAL CONDUCT |
All the
Directors and Officers are expected to act in accordance
with the highest standards of personal and professional
integrity, honesty and ethical conduct, while working,
at the Company’s premises, at offsite locations,
at the Company’s sponsored business and social
events, and /or at any other place where the Directors/Officers
represent the Company.
It is considered that honest conduct is free from fraud
and/or any deception. Ethical code of conduct is conduct
conforming to the accepted professional standards of
conduct. It is a conduct which is fair, acted in good
faith, responsibility with due care and competence.
Ethical code of conduct includes ethical handling of
actual or apparent conflicts of interest as specified
below between personal and professional relationships. |
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| (3)
CONFLICTS OF INTEREST |
Duty of Directors / Officers
of the Company demands that he or she avoids and
discloses actual and apparent conflicts of interest.
A conflict of interests or benefits exists where
the interest or benefits of one person or entity
conflict with the interests or benefits or the
Company.
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| A.
Employment |
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In
consideration of employment with the Company with
the Company or even thereafter all Officer/s shall
not disclose, divulge, or make public or shall personally
use for the personal gain. Officers are expected to
devote full time to the business interest of the Company
and are prohibited from engaging in activities which
will affect the performance of or responsibilities
to the company or otherwise in conflict with or prejudicial
to the Company. Such incidences can be simultaneous
engagement or employment or directorship with competitors
or from taking part in any activities which will work
against the Company.
All Officers are requested to disclose to their reporting
authority their personal interest which conflict or
affect in discharging their duties for the business
of the Company. |
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| B.
Other Directorships |
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An officer serving as a Director
of any company that directly competes with the
Company and its subsidiary and associates may
raise substantial concern about potential conflicts
of interest. All relationships as Director of
other bodies corporate shall be reported to the
Board of Directors under the applicable provisions
of the Companies Act, 1956.
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| C.
Insider Trading |
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Non-public sensitive information
about the Company which might influence market
price of the shares of the Company should be kept
in strict confidence until publicly released in
accordance with the applicable legal requirements
and stock exchange regulations. Directors/Officers
shall not derive any personal benefit or assist
others to derive benefit by giving advise of such
nature.
The Company is committed in complying with SEBI
(Insider Trading Prohibition Regulations), 1992.
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| D.
Business Interests |
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Directors/Officers must take
care of investments held or proposed to be held
giving more than 2% of ownership or control of
the investee in any customer, supplier or competitor
of the Company. Before making substantial investment
as given above the Director/Officer shall take
permission from the Board of Directors of the
Company.
As a general rule, Director before conducting
Company business with a relative and/or with a
business in which a relative is associated in
any significant role, must disclose their interest
before the Board of Directors of the Company and
comply the provisions of the Companies Act, 1956.
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| E.
Business Interests |
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Directors/Officers must take
care of investments held or proposed to be held
giving more than 2% of ownership or control of
the investee in any customer, supplier or competitor
of the Company. Before making substantial investment
as given above the Director/Officer shall take
permission from the Board of Directors of the
Company.
As a general rule, Director before conducting
Company business with a relative and/or with a
business in which a relative is associated in
any significant role, must disclose their interest
before the Board of Directors of the Company and
comply the provisions of the Companies Act, 1956.
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| F.
Payments or gifts from others |
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Director/Officer shall not accept
any offer, payment or gift from customers, vendors,
agents, service providers or consultants of the
Company which may affect directly or indirectly
his decision relating to the business of the Company.
Gifts given by the Company or received from customers,
vendors, agents, service providers or consultants
should be appropriate to the circumstances and
should never be of a kind that could create an
appearance of impropriety. Inexpensive gifts,
infrequent business meals, celeberatory events
or entertainment provided that are not excessive
or create an appearance of impropriety don’t
violate this code. The nature of cost duly approved
must always be properly authorized and recorded
in the Company’s books and records.
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| G.
Protection of Assets |
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Directors/Officers are responsible
for the proper use, protection and conservation
of the Company’s assets and resources. This
includes Company properties, assets, proprietary
manufacturing process, engineering designs, process
technology, application knowledge, financial data,
strategies, trade secrets, corporate information
and other Company rights. Company assets are to
be used solely to pursue and achieve Company goals
and not for personal benefit, unless approved
the Board.
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| (4)
Compliance with Governmental Laws, Rules and Regulations |
| Directors/Officers
must comply with all applicable governmental laws, rules
and regulations. Directors/Officers must acquire appropriate
knowledge of law relating to their duties so as to enable
them recognize potential danger in their areas and to
know when to take advise from the appropriate authorities.
Violations of applicable governmental laws, rules and
regulations may invite criminal and or civil liability
to the individual or Company. |
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| (5)
Confidential Information |
| Any information
concerning the Company’s business, its customers,
suppliers etc which is not in public domain and to which
the Director/Officer has access or possesses such information
must be considered as confidential and held in confidence
unless authorized to do so and when disclosure is required
as a matter of law. No Director/Officer shall provide
any information either formally or informally to the
Press or any other publicity media unless specially
authorized. |
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| (6)
Disclosures |
| It is the
policy of the Company to provide the information in
the reports which is required to be given as under statutes
and/or applicable rules and regulations that the Company
file with or submit to the stock exchanges, SEBI and/or
any other government agency and in all other public
communications made by the Company. |
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| (7)
Violations of the Code |
Directors/Officers
should be alert to possible violations as it is part
of their job and their responsibility to help enforce
this code. They must cooperate in any internal or external
investigations of possible violations, reprisal threats,
retribution, and retaliation against any person who
has in good faith reported a violation or a suspected
violation of law.
Actual violations of law, this code or other Company
policies or procedures should be promptly reported to
the reporting authority. |
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| (8)
Waivers and Amendments of the Code |
| The Company
is committed to a continuous review and updating of
this Code, Policies and Procedures. Any amendment or
waiver of any of the provisions of this code must be
pre approved in writing by the Company’s Board
of Directors and promptly disclosed in applicable regulatory
filings pursuant to applicable laws and regulations
together with details about the nature of the amendment
or waiver. |
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| (9)
Rights |
| This Code
of conduct is a statement of the principles, values
and beliefs of the Company. This Code lays down certain
policies and procedures which are to be followed by
the Directors/Officers of the Company to conduct the
business of the Company. The Code does not give any
right in favor of any of its employees, customer, vendor,
agents, and service providers or any other person or
entity. |
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