...since 1954
 
  
 
 
 
 

 
 
Code of Conduct


GOOD CORPORATE GOVERNANCE

In the conduct of the Company's business, the practice of good corporate governance is a prerequisite and embraces the followings:

     • Relationships with Suppliers and Customers :
The directors and senior management will not compromise the company’s interest in dealing with customers and suppliers.

     • Legal Compliance :
Ensuring legal and regulatory compliance is the responsibility of the Senior Management. In the event the implication of any law is not clear, the Company's Legal Department shall be consulted for advice.


PERSONAL CONDUCT

     • Avoidance of Conflict of Interest :

All directors and senior management must avoid situations in which their personal interest could conflict with the interest of the Company.
Any person to whom this policy is made applicable cannot undertake any of the following activities:

o To undertake full-time employment or significant and active managerial or decision-making
role in any business enterprise other than The Yamuna Syndicate Ltd. or its associates.

o Bar on setting up, operating, advising, representing, or getting involved in any manner
whatsoever with business enterprise that competes with The Yamuna Syndicate Ltd. or its
associates in any of our businesses.

o Holding an investment interest or any kind of financial involvement in any outside enterprise
which does business with The Yamuna Syndicate Ltd. as a supplier, customer, consultant,
advisor, agent, broker, intermediary, representative or in any other way.

o Should not use their corporate official title or position to promote a book, seminar, or any other similar activity. All employees may accept honoraria for an appearance, speech or article, provided that the activity does not relate to the employee's official duties.

o No director, senior management and employee shall disclose or use any confidential
information gained in the course of employment/ association with the Company for personal
gain or for the advantage of any other person. No information either formally or informally
shall be provided to the press, other publicity media or any other external agency except within
approved policies.


DUTIES OF INDEPENDENT DIRECTORS:

Independent Directors shall perform duties as specified under Chapter IV of the Companies Act, 2013 as under :

The independent directors shall—

o undertake appropriate induction and regularly update and refresh their skills,
knowledge and familiarity with the company;

o seek appropriate clarification or amplification of information and, where necessary,
take and follow appropriate professional advice and opinion of outside experts at the
expense of the company;

o strive to attend all meetings of the Board of Directors and of the Board committees of
which he is a member;

o participate constructively and actively in the committees of the Board in which they
are chairpersons or members;

o strive to attend the general meetings of the company;

o where they have concerns about the running of the company or a proposed action,
ensure that these are addressed by the Board and, to the extent that they are not
resolved, insist that their concerns are recorded in the minutes of the Board meeting;

o keep themselves well informed about the company and the external environment in
which it operates;

o not to unfairly obstruct the functioning of an otherwise proper Board or committee of
the Board;

o pay sufficient attention and ensure that adequate deliberations are held before
approving related party transactions and assure themselves that the same are in the
interest of the company;

o ascertain and ensure that the company has an adequate and functional vigil
mechanism and to ensure that the interests of a person who uses such mechanism are
not prejudicially affected on account of such use;

o report concerns about unethical behaviour, actual or suspected fraud or violation of
the company’s code of conduct or ethics policy;

o acting within his authority, assist in protecting the legitimate interests of the
company, shareholders and its employees;

o not disclose confidential information, including commercial secrets, technologies,
advertising and sales promotion plans, unpublished price sensitive information, unless
such disclosure is expressly approved by the Board or required by law.


DEFINITION OF SENIOR MANAGEMENT

Senior Management for the purpose of this Code would mean the following:
• Chief Executive, Zonal Heads
• Corporate Heads of Departments