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CODE
OF CONDUCT FOR DIRECTORS & SENIOR
MANAGEMENT OF HALDYN GLASS GUJARAT LIMITED),
The members of the Board of Directors
of Haldyn Glass Gujarat Limited acknowledge
and accept the scope and extent of their
duties as Directors. They have a responsibility
to carry out their duties in an honest
and businesslike manner and within the
scope of their authority, as set forth
in the laws of India as well as in the
Memorandum and Articles of Association
of the Company. They are entrusted with
and are responsible for the oversight
of the assets and business affairs of
Haldyn Glass Gujarat Limited in an honest,
fair, diligent and ethical manner. As
Directors, they must act within the
bounds of the authority conferred upon
them and with the duty to make and enact
informed decisions and policies in the
best interests of the Company. The Board
of Directors has adopted the following
Code of Conduct and the Directors and
senior managers are expected to adhere
to the standards of care, loyalty, good
faith and the avoidance of conflicts
of interest that follow.
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Board
Members and Senior Managers will:
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Act in the best
interests of, and fulfill their
fiduciary obligations to the Company;
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Act honestly,
fairly, ethically and with integrity;
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Conduct themselves
in a professional, courteous and
respectful manner and not take
improper advantage of their position;
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Deal fairly with
all stakeholders;
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Comply with all
applicable laws, rules and regulations;
act in good faith, responsibly,
with due care, competence and
diligence, without allowing their
independent judgment to be subordinated;
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Not use the Company’s
property or position for personal
gain;
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Not accept from
or give to stakeholders gifts
or other benefits, not customary
in normal social interaction;
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Not use any information
or opportunity received by them
in their capacity as Directors
or Senior Managers in a manner
that would be detrimental to the
Company’s interests;
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Act in a manner
to enhance and maintain the reputation
of the Company;
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Disclose any personal
interest that they may have regarding
any matters that may come before
the Board and abstain from discussion,
voting or otherwise influencing
a decision on any matter in which
the concerned Director has or
may have such an interest;
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Abstain from discussion,
voting or otherwise influencing
a decision on any matters that
may come before the Board in which
they may have a conflict or potential
conflict of interest;
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Respect the confidentiality
of information relating to the
affairs of the Company acquired
in the course of their service
as Directors or Senior managers,
except when authorized or legally
required to disclose such information;
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Not use confidential
information acquired in the course
of their service as Directors
or Senior Managers for their personal
advantage or for the advantage
of any other entity;
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Help create and
maintain a culture of high ethical
standards and commitment to compliance.
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A Director or Senior Manager who
has concerns regarding compliance
with this Code should raise those
concerns with the Chairman of the
Board and the Chairman of the Audit
Committee, who will determine what
action, shall be taken to deal with
the concern. In the extremely unlikely
event that a waiver of this Code for
a Director would be in the best interest
of the Company, it must be approved
by the Audit Committee and the Board
of Directors.
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