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| Home » Investors » Code of Ethics |
| Code of Ethics |
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CODE OF
ETHICS FOR BOARD OF DIRECTORS AND SENIOR EXECUTIVES |
INTRODUCTION
This Code of Ethics for Board of Directors and Senior
Executives (Managers and above) (the “Code”)
of AISHWARYA TELECOM (“the Company”) helps
in maintaining and following the standards of business
conduct of the Company. The purpose of the Code is
to deter wrongdoing and promote ethical conduct in
the Company. The matters covered in this Code are
of the utmost importance to the Company, its stakeholders
and business partners. Further, these are essential
so that we can conduct our business in accordance
with our stated values.
Ethical business conduct is critical to a business.
Accordingly, Senior Executives of the Company are
expected to read and understand this Code, uphold
these standards in day-today activities and comply
with all applicable laws; rules and regulations and
all applicable policies and procedures adopted by
the Company that govern the conduct of its employees.
For any further clarifications, they may contact Company
Secretary/Compliance Officer of the Company.
The Board of Directors will approve this Code and
it would be applicable to each Director as soon as
it is approved by the Board. However, in case of Senior
Executives of the company, they should sign the acknowledgment
form at the end of this Code and return the form to
the Company Secretary/Compliance Officer indicating
that they have received, read and understood and agreed
to comply with the Code. The signed acknowledgment
form will be filed in each Officer's personnel files.
HONEST AND ETHICAL CONDUCT
All Directors and Senior Executives are expected to
act in accordance with the highest standards of personal
and professional integrity, honesty and ethical conduct,
while working on the Company's premises, at Company
sponsored business and social events, or at any other
place where Directors and Senior Executives represent
the Company.
Honest conduct is understood as such conduct that
is ethical, free from fraud or deception and conforming
to the accepted professional standards. Ethical conduct
includes the ethical handling of actual or apparent
conflicts of interest between personal and professional
relationships.
CONFLICTS OF INTEREST
An Officer's duty to the Company demands that he or
she avoids and discloses actual and apparent conflicts
of interest. A conflict of interest exists where the
interests or benefits of one person or entity conflict
with the interests or benefits of the Company. |
Examples
include: |
(a) |
Employment/Outside employment. |
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In consideration of employment
with the Company, Executive Directors and Senior
Executives are expected to devote their full
attention to the business interests of the Company.
Executive Directors and Senior Executives are
prohibited from engaging in any activity that
interferes with their performance or responsibilities
to the Company, or is otherwise in conflict
with or prejudicial to the Company. Our policies
prohibit Directors and Senior Executives from
accepting simultaneous employment with suppliers,
customers, or competitors of the Company, or
from taking part in any activity that enhances
or supports a competitor's position. Additionally,
Directors and Senior Executives must disclose
to the Company's Managing Director/Jt. Managing
Director/Audit Committee, any interest that
they have that may conflict with the business
of the Company.
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(b) |
Outside directorships and employment. |
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It is a conflict of interest
to serve as a Director/employee in any other
organisation, which is doing the similar business
in which our Company is engaged. Therefore,
no Senior Executive/Director of the Company
can serve in any other organisation as an Employee/Director
of that organisation which is doing the similar
business in which our Company is engaged. However,
any Employee/Director of the Company may with
the prior written approval of the Managing Director/Jt.
Managing Director/Board of Directors of the
Company accept position of non-whole time directors
in any other organisation which is doing the
similar business in which our Company is engaged. |
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(c) |
Related parties |
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As a general rule, Directors
and Senior Executives should avoid conducting
Company business with a relative, or with a
business in which a relative is associated in
any significant role. Relatives include spouse,
children, parents, grandparents, grandchildren,
aunts, uncles, nieces, nephews, cousins, step
relationships and in-laws. The Company discourages
the employment of relatives of Senior Executives
in positions or assignments within the same
department. Further, the Company prohibits the
employment of such individuals in positions
that have a financial dependence or influence
(e.g., an auditing or control relationship,
or a supervisor/ subordinate relationship). |
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(d) |
Payments or gifts from others |
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Under no circumstances
may Directors and Senior Executives accept any
offer, payment, promise to pay, or authorisation
to pay any money, gift, or anything of value
from customers, vendors, consultants, etc.,
that is perceived as intended, directly or indirectly,
to influence any business decision, any act
or failure to act, any commitment of fraud,
or opportunity for the commitment of any fraud.
Inexpensive gifts, infrequent business meals,
celebratory events and entertainment, provided
that they are not excessive or create an appearance
of impropriety, do not violate this policy.
Before accepting anything which may not qualify
as inexpensive or token gift from an employee
of any entity, the Head of the Human Resource
(HR) department or the secretarial department
may be contacted. Questions regarding whether
a particular payment or gift violates this policy
are to be directed to HR department. Gifts given
by the Company to suppliers or customers, or
received from suppliers or customers, should
be appropriate to the circumstances and should
never be of a kind that could create an appearance
of impropriety. |
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(e) |
Corporate opportunities |
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Directors and Senior Executives
may not exploit for their own personal gain
the opportunities that are discovered through
the use of corporate property, information or
position, unless the opportunity is disclosed
fully in writing to the Company. |
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(f) |
Other situations |
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Because other conflicts
of interest may arise, it would be impractical
to attempt to list all possible situations.
If a proposed transaction or situation raises
any questions or doubts, Directors and Senior
Executives must consult the Managing Director/
Jt. Managing Director/Company Secretary/Compliance
Officer. |
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CONNECTION WITH PRESS/TV/RADIO
The Managing Director/ Jt. Managing Director of
the Company or any other executive authorised by
the Managing Director/ Jt. Managing Director is
the only 'Spokesperson1 who would interact with
the media/radio/press, etc. No other officer will
make any statement in press/media. No officer of
the Company can criticise the Company in any article/in
radio/TV broadcast etc.
DISCLOSURE
Our policy is to provide full, fair, accurate, timely and understandable disclosure in reports and documents
that are filed with, or submitted to any outside
agency and in our other public communications. Accordingly,
the Directors and Senior Executives must ensure
that they and others in the Company comply with
company's disclosure controls and procedures and
our internal controls for financial reporting.
COMPLIANCE WITH GOVERNMENTAL LAWS, RULES
AND REGULATIONS/INTERNAL COMPANY POLICIES
Senior Executives must comply with all applicable
governmental laws, rules and regulations. Senior
Executives must acquire appropriate knowledge of
the legal requirements relating to their duties
sufficient to enable them to recognise potential
dangers and to know when to seek advice. Directors
and Senior Executives must comply with the company's
internal policies. Company Secretary/Compliance
Officer along with the Heads of various Departments
will arrange training for those employees who are
discharging the functions relating to compliance
with the rules/ laws/ technical know and research
& Development activities for their respective
departments.
VIOLATIONS OF THE CODE
Part of an Officer's job and of his or her ethical
responsibility is to help enforce this Code. Directors
and Senior Executives should be alert to possible
violations and report this to the Company Secretary/Compliance
Officer or Head of Secretarial Department/Managing
Director/Jt. Managing Director. Directors and Senior
Executives must co-operate 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 law, this Code, or Company's
other policies or procedures, should be promptly
reported to the Company Secretary/Compliance Officer
or Head of the Secretarial Department/ Managing
Director/ Jt. Managing Director.
The Company will take appropriate action against
any Director or Senior Executive whose actions are
found to violate the Code or any other policy of
the Company, after giving him a reasonable opportunity
of being heard. Where laws have been violated, the
Company will cooperate fully with the appropriate
authorities and regulators.
WAIVERS AND 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/ inclusion
or waiver of any provision of this Code must be
approved by the Company's Board of Directors and
promptly disclosed on the Company's website and
in applicable regulatory filings pursuant to applicable
laws and regulations, together with details about
the nature of the amendment or waiver.
ACKNOWLEDGMENT OF RECEIPT OF CODE OF ETHICS
FOR DIRECTORS AND SENIOR EXECUTIVES
Note: - This Code of Conduct
will be available on the website of the Company.
For Director - As soon as it is
approved by the Board, same will be applicable to
all the Directors.
For the Senior Executives - I have
received and read the Company's Code of Ethics for
the Board of Directors and Senior Executives (the
“Code”). I understand the standards
and policies contained in the Code and understand
that there may be additional policies or laws specific
to my job. I agree to comply with the Code.
If I have questions concerning the meaning or application
of the Code, any Company policies, or the legal
and regulatory requirements applicable to my job,
I understand I can consult the Company Secretary/Compliance
Officer/Secretarial Department/Managing Director/
Jt. Managing Director and that my questions or
reports to these sources will be maintained in confidence.
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Executive Name
Signature
Date 28th March, 2007
Please sign and return this form to the Company Secretary/Compliance
Officer for filing in their respective file. |
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