Code of Conduct

Code of Conduct

Code of Conduct


  1. Introduction
  • The provisions of this Code as set forth are mandatory, and full compliance is expected under all circumstances. The Code affirms the Company’s commitment to uphold high moral and ethical standards and specifies the basic norms of behavior for those who are involved in representing the Company i.e. every director or every employee or other person(s) associated or working with the Company (hereinafter collectively referred to as “Members or We or Us or Our”).
  • Failure to comply with the Code can result in consequences for both the individual and the Company. The Company can impose appropriate discipline which may include discharge for violations of the Code. Furthermore, conduct that violates the Code may also violate federal or provincial law and could subject both the Company and the individual to prosecutions and legal sanctions.
  • All members are responsible for complying with the Code. Any director or employee who becomes aware of a violation or possible violation of the Code must report that information immediately to his/her superior or a senior officer of the Company or the audit committee of the Board of Directors. It is a violation of the Code to discriminate or retaliate against any person for reporting such information.


  1. Build Trust and Credibility

2.1        The success of our business is dependent on the trust and confidence we earn from our employees, directors and shareholders. We gain credibility by adhering to our commitments, displaying honesty and integrity and reaching Company goals solely through honorable conduct. It is easy to say what we must do, but the proof is in our actions. Ultimately, we will be judged on what we do.


  1. Compliance with the Law
  • Company’s commitment to integrity begins with complying with laws, rules and regulations where we do business. Further, each of us must have an understanding of the company policies, laws, rules and regulations that apply to our specific roles. If we are unsure of whether a contemplated action is permitted by law or Company policy or in case of any other ambiguity, we should seek the advice from the HR Department/HR & R Committee/ Company’s Legal Counsel/ Audit Committee as the case may be. We are responsible for preventing violations of law and for reporting to the appropriate person(s) if we see possible violations.
  • Many of the Company’s activities are subject to complex and changing laws. Ignorance of the law is not a defense. Accordingly, Members must diligently ensure that they are aware of, and that their conduct cannot be interpreted as being in contravention of laws governing the affairs of the Company.


  1. Confidential and Proprietary Information

4.1        Integral to the Company’s business success is our protection of confidential company information, as well as nonpublic information entrusted to us by employees, customers and other business partners. Confidential and proprietary information includes such things as pricing and financial data, customer names/addresses or nonpublic information about other companies, including current or potential supplier and vendors. We will not disclose confidential and nonpublic information without a valid business purpose and proper authorization.

4.2       Certain records, reports, papers, processes, plans and methods of the Company or to which the Company has been permitted access are considered to be secret and confidential by the Company or the party who has permitted access thereto, and employees and Directors are prohibited from revealing information concerning such matters without proper authorization.

4.3        Directors, individuals, clients, agencies, investors and the public should have information about the Company as is necessary for them adequately to judge the Company and its activities. The Company believes that full and complete reporting to governmental agencies and the provision of information to the public as required constitutes a responsible and workable approach to disclosure. However, the Company except as required by law, will not disclose information important to its competitive effectiveness or which might violate the private rights of individuals, enterprises or institutions. Employee and Directors are therefore prohibited from discussing or disclosing any secret or confidential information about the Company or in the possession of the Company unless such disclosure has been authorized by the Board of Directors and /or as required by the law.

4.4        All member shall comply with Company’s policies and procedures relating to the retention and orderly destruction of the Company’s documents.

4.5       It is important that we respect the proprietary rights of others. We will not acquire or seek to acquire improper means of a competitor’s trade secrets or other proprietary or confidential information. We will not engage in unauthorized use, copying, distribution or alteration of software or other intellectual property.


  1. Use of Company Resources/Property

5.1      The employees and directors will always maintain in good condition Company property/resources, which may be entrusted to them for official use during the course of employment and shall return all such property to the Company prior to relinquishment of her/his charge, failing which the cost of the same will be recovered by the Company.

5.2        Company resources, including but not limited to the materials, assets (moveable or immoveable), intellectual property, equipment, electronic devices, telephones, fax machines, emails, WhatsApp, mobile/cell phones, mobile sims, computers, laptops, internet connections/devices, social media accounts, digital platforms, data and information etc. (“Company Property”) are provided for company business use only and no personal use is permissible.

5.3        All employees and those who represent the Company are trusted to behave responsibly and use good judgment to conserve company resources and properties. Head of the departments (HOD) are responsible for the resources assigned to their departments and are empowered to resolve issues concerning their proper use.

5.4        No employee shall be allowed or permitted to use Company Property in the conduct of an outside business or in support of any religious, political or other outside daily activity, except for company-requested support to nonprofit organizations. Company will not solicit contributions nor distribute non-work-related materials.

5.5        In order to protect the interests of the Company and/or other employees or associated person or undertakings, the Company reserves the right to monitor or review all data and information contained on an employee’s company-issued computer or electronic device, the use of the Internet or Company’s intranet. Company will not tolerate the use of Company Property or other resources to create, access, store, print, solicit or send any materials that are harassing, threatening, abusive, sexually explicit or otherwise offensive or inappropriate in any manner whatsoever.


  1. Create a Culture of Open and Honest Communication

6.1        At the Company everyone should feel comfortable to speak his or her mind, particularly with respect to ethics concerns. Head of departments have a responsibility to create an open and supportive environment where employees feel comfortable raising such questions. We all benefit tremendously when employees exercise their power to prevent mistakes or wrongdoing by asking the right questions at the right times.

6.2        Employees are encouraged, in the first instance, to address such issues with their managers/superior, as most problems can be resolved swiftly at this stage. If for any reason that is not possible or if an employee is not comfortable raising the issue with his or her manager/HOD, HR does operate with an open-door policy.


  1. Gifts and Entertainment
  • Members shall not on behalf of the Company, furnish directly or indirectly, expensive gifts or provide excessive entertainment or benefits to other persons.
  • Members whose duties permit them to do so, may furnish modest gifts, favors and entertainment to persons other than public officials, provided all of the following criteria are met:
  • The gifts are not in form of cash, bonds or other negotiable securities and are of limited value so as not to be capable of being interpreted as a bribe, payoff or other improper payment;
  • they are made as a matter of general and accepted business practice and does not constitute unfair business inducements that would violate law, regulation or policies of the Company;
  • they do not contravene any laws and are made in accordance with generally accepted ethical practices; and
  • if subsequently disclosed to the public, their provision would not in any way embarrass the Company or the recipients or reflect negatively on Company’s reputation


For example, reasonable expenses of the entertainment of current or prospective business associates or customers are permissible by employees whose duties embrace the providing of such entertainment, provided prior approval from the CEO are obtained and proper accounting is made.


  • Members who award contracts or who can influence the allocation of business, who create specifications that result in the placement of business or who participate in negotiation of contracts must be particularly careful to avoid actions that create the appearance of favoritism or that may adversely affect the Company’s reputation for impartiality and fair dealing. The prudent course is to refuse a courtesy from a vendor when Company is involved in choosing or reconfirming a supplier or under circumstances that would create an impression that offering courtesies is the way to obtain Company business.
  1. Public Officials
  • All dealings between employees or directors of the Company and public officials should be transparent.
  • Even the appearance of impropriety in dealing with public officials is improper and unacceptable. Any participation directly or indirectly, in any bribes, kickbacks, illegal gratuities indirect contributions or similar payments is expressly forbidden, whether or not they might further the business interest of the Company. Maintenance of a high standard of integrity is of the utmost importance to the Company.
  • Since the furnishing, on behalf of the Company, of even an inexpensive gift or a modest entertainment or benefit to a public official may be open to the interpretation that it was furnished illegally to secure the use of his/her influence as public official, no such gift, entertainment or benefit may be furnished by an employee or director.


  1. Political Contributions


  • The use of the Company’s funds, goods or services as contributions to political parties, candidates or campaigns is specifically forbidden.
  • Contributions include money or anything having value, such as loans, services, entertainment, trips and the use of the Company’s facilities or assets.


  1. Personal Gain


  • Directors or employees shall not use their status to obtain personal gain from those doing or seeking to do business with the Company.


  • Except as hereinafter provided, employees and directors should neither seek nor accept gifts, payments, services, fees, special valuable privileges, pleasure or vacation trips or accommodations or loans from any persons (except, in the case of loans, from persons in the business of lending and then only on conventional terms) or from any organization or group that does or is seeking to do business with the Company or any of its affiliates, or from a competitor of the Company or any of its affiliates. However, employees and directors may accept modest gifts, favors or entertainment up to the maximum limits prescribed by the Board of Directors of the Company from time to time provided that doing so is consistent with the tests relating to the furnishing of gifts set forth in section-7.


  1. Conflicts of Interest
  • Members should avoid situations in which their personal interest’s conflict or might conflict with their responsibilities towards the Company. All such conflicts must be fully disclosed to the employee’s superior or in the case of directors, to the audit committee of the Board of directors.
  • Members should seek to avoid acquiring any interest or participation in any activities that would tend to:
  1. Deprive the Company of the time or attention required to perform their duties properly; or
  2. Create an obligation or distraction which would affect their judgment or ability to act solely in the Company’s best interest.
  • All members are required to disclose in writing to their supervisors or to the Audit Committee of the Board of Directors all business, commercial or financial interests or activities where such interests or activities might reasonably be regarded as creating an actual or potential conflict with their duties to the Company. Every employee of the Company who is charged with executive, managerial or supervisory responsibility and every Director is required to see that actions taken and decision made within his/her jurisdiction are free from the influence of any interests that might reasonably be regarded as conflicting with those of the Company.
  • If personal financial benefit is improperly gained by an employee or director, directly or indirectly, or through a spouse or child or a relative sharing the same residence as the employee or director, as a result of his / her employment or position with the Company or by the use or misuse of the Company’s property or of information that is confidential to the Company’s business, then the employee or director must account to the Company for any benefit received. Member must do more than merely act within the law. They must act in such a manner that their conduct will bear the closest scrutiny should circumstance demand that it be examined. Not only actual conflicts of interest but the very appearance of conflict should be avoided.
  • Determining whether a conflict of interest exists is not always easy to do. Member with a conflict-of-interest question should seek advice from management. Before engaging in any activity, transaction or relationship that might give rise to a conflict of interest, employees must seek review from their managers or the HR department/ Company’s Legal Counsel/Audit Committee.


  1. Inside Information


  • Members shall not use for their own financial gain or disclose for the use of others, inside information obtained as a result of their position within the Company.
  • Members may find themselves in violation of the applicable securities laws if they misuse information not generally known to the public and either trade or induce others to trade in the stock of the Company or in the stock of another Company. Specific confidential information would include but not limited to financial information, information concerning acquisitions or dispositions of properties and proposed acquisition or mergers with other companies.
  • Confidential, price-sensitive information may only be acted on or passed on if the transfer of information is necessary for legitimate business reasons (“Need to Know-Principal”) or unless it is required by the law. Anyone who has such information may not recommend or initiate transactions with respect to any securities or other financial instruments the price of which may be affected by such information. The Company must be informed immediately if a member has reason to believe information is being or has been shared that violates insider trading regulations.


  1. Client Information and Advice


13.1      Members must not seek to mislead the market or clients in any manner. When working with a client, appropriate care shall be taken that the client receives information which is necessary for a reasonable decision by the client. This includes information and advice given. Members shall not provide advice and/or recommendations regarding any service in which they are not appropriately authorized.

  1. Authorization and Recording of Transactions and safekeeping of Assets


14.1    The Company’s books and records must reflect, in an accurate, fair and timely manner, the transactions and disposition of assets of the Company. Member responsible for the Company’s books and records must ensure that this occurs.

14.2      All transactions must be authorized and executed in accordance with the instructions of management and the Board of Directors. They must be recorded so as to permit the accurate preparation of financial statements in conformity with generally accepted accounting principles and other generally accepted laws applicable to such statements and to maintain accountability for assets.

14.3      Access to assets is permitted only in accordance with the authorization of management.

14.4      The use of Company funds or assets for any unlawful or improper purpose is strictly prohibited and those responsible for the accounting and record keeping functions are expected to be vigilant in ensuring enforcement of this prohibition. The recorded accountability for assets will be compared with the existing assets at reasonable intervals and appropriate action will be taken with respect to any differences.

14.5      We must not improperly influence, manipulate or mislead any authorized audit, nor interfere with any auditor engaged to perform an internal independent audit of Company books, records, processes or internal controls.

14.6      Safeguarding the company’s assets is the responsibility of all members. Theft, carelessness, and waste have a direct impact on the company’s profitability. Assets should be used efficiently and maintain such assets with care and respect, while guarding against waste and abuse. Look for opportunities to improve performance while reducing costs. The use of company time, materials, assets, or facilities for purposes unrelated to the company’s business, or the removal or borrowing of company property, is prohibited


  1. Discrimination-Free Work Environment


  • The policy of the Company is to provide a working environment free of discrimination and

harassment in which individuals are accorded equality of employment opportunity based upon merit and ability.


  • Discriminatory practices based on race, sex, color, national or ethnic origin, religion, marital status, family status, age or disability will not be tolerated. Members are entitled to freedom from sexual and all other forms of personal harassment in the work place.
  • It is not a discriminatory practice to make a distinction between persons based on bona fide occupational requirements. Since bona fide occupational requirements are narrowly defined, such distinctions should not be undertaken without first obtaining express authorization.


  • Competition and Trade Practice Standards


  • The Company shall compete vigorously and creatively in its business activities, but its

efforts in the marketplace shall be conducted in a fair and ethical manner in strict compliance with applicable competition and trade practice laws and regulations. 

  • Under no circumstances shall any employee or Director of the Company be a party to any

collusion or concerted effort of any type involving any competitor vendor, supplier, customer or other party, which is in restraint of trade or violation of laws and regulations designed to foster competition. Because laws relating to competition are complex, employees and Directors should refer matters about what they are in doubt to their superior or should seek the advice of the HR Department/ Company’s Legal Counsel/ Audit Committee/ HR&R Committee as the case may be.


17            Accountability


17.1      Each of us is responsible for knowing and adhering to the values and standards set forth in the Code and for raising questions if we are uncertain about Company policy. If we are concerned whether the standards are being met or are aware of violations of the Code, we must contact the HR department/Legal Counsel/Audit Committee/HR&R Committee.

17.2      Company takes seriously the standards set forth in the Code, and violations are cause for disciplinary action up to and including termination of employment.


  1. Standards of Conduct


18.1      Although the various matters dealt with in this Code do not cover the full spectrum of employee or Director activities, they are indicative of the Company’s commitment to the behavior expected from employees and Directors in all circumstances.