Code of conduct

CODE OF CONDUCT POLICY OF THE COMPANY

It is hereby agreed and adopted that the Directors and the Senior Management Personnel of SPECTRA INDUSTRIES LIMITED shall observe the following Code of Conduct and discipline:

a) CODE OF CONDUCT FOR DIRECTORS
In view of the fiduciary capacity of the directors, appointed by and representing the Shareholders to manage the affairs as trustees, it is essential to have demarcated duties/ responsibilities and obligations. To enable them to function independently, without any bias or prejudice, the following Code of Conduct be and is hereby adopted by the Board to be followed as per the provisions contained in the Listing Agreement.

1. Disclosure of Interest and Avoidance of Conflict of Interest
1.1 Any Director having financial or other interest by himself or through his relatives in any party contracting with the Company including vendors and customers, or in an Organisation which is in competition with the Company shall make such interest known to the Board at the first opportunity and shall abstain from any discussion or decision-making on matters related to the Company and such contracts/competitor. The Director shall have to disclose his direct or indirect interest in relation to any contract or arrangement or proposed contract or arrangement entered into or to be entered into by the Company.

1.2 The Director shall make a general disclosure of interest every year in the form prescribed under Section 299 of the Companies Act, 1956, with the changes, if any, notified to the Board from time to time.

1.3 Notwithstanding such disclosure, except with prior consent of the Board, a Director or his relative or a firm in which such Director or his relative is a partner, or any other partner in such a firm, or a private company in which such Director is a member or director, shall not enter into any contract with the Company having monetary implications.

1.4 A Director shall disclose his investments in the Company and in its holding company or subsidiary, if any, and changes therein, if any, from time to time.

2. Investment in Shares of the Company/Code for Prevention of Insider Trading
None of the Directors shall deal in the Company’s securities on a short-term basis. They shall abide by the Company’s ‘Code of Conduct for Prevention of Insider Trading’ which shall be deemed to be part of this ‘Code of Conduct’.

3. Not to make secret profit
A Director shall not make any secret profit out of his position. If a Director receives information on a potential business opportunity in his capacity as a Director of the Company he shall not use that opportunity for his own purpose.

4. Confidentiality
Directors shall keep confidential and not divulge directly or indirectly any information (except which is in the public domain) relating to the Company, its intellectual properties, its business and its customers/vendors which they have become aware of in the course of their directorship either by knowledge derived in the course of participation in Board Meetings/Committee Meetings or from papers circulated to them as Director. Directors shall not make use of such information for any purpose other than for the benefit of the Company.

5. Non-compete
Without taking prior consent of the Board Directors of the Company, Directors shall not accept any position of influence or of pecuniary interest including directorship in any other Organisation whose business is in direct competition with that of the Company.

6. Not to contract individually
None of the Directors shall act on behalf of the Company with any party or commit himself on behalf of the Company in regard to any arrangement or contract of a binding nature, unless specifically authorised by the Board in that behalf.

7. Voting
When a Director exercises his voting right as a shareholder at any general meeting of the Company he is free to vote in his own best interest like any other shareholder. However, when a Director votes as a Director in any Board Meeting or Committee Meeting he shall do so in his fiduciary capacity and shall be bound to vote not in his own personal interest but in what he considers to be the best interests of the Company.

8. Employee Directors
A whole time Director/Executive Director, who is an employee of the company shall, in addition to the above, be bound by the terms and conditions of his employment with the Company. He shall wholeheartedly devote his time and attention to the affairs and business of the Company within his remit and shall ensure all legal compliances on behalf of the Company in the area of work for which he has been made responsible.

b) CODE OF CONDUCT FOR SENIOR MANAGEMENT PERSONNEL
The ‘Senior Management Personnel’ shall comprise employees at the level just below whole time Director/Executive Director, and holding positions such as President, Senior Vice Presidents and Head of the Company’s Works (Vice Presidents, General Managers, Sr. Managers, as the case may be) forming the core executive management team of the Company, Working under the superintendence, control and guidance of the Managing Director/Executive Director.

They shall be responsible for implementation of all management decisions concerning the operations of the Company and for achieving its business objectives.

While doing so, they shall uphold and protect the Company’s reputation for integrity and fair dealing and to set examples within the Company.

1. Avoidance of Conflict of Interest
Senior Management Personnel having financial, personal or family interest in a vendor, customer or competitor shall make such interest known to their immediate superiors and shall abstain from the decision-making process related to such vendor, customer or competitor. For this purpose ‘family’ will mean spouse, children, brothers, sisters and parents.

2. Business Integrity and Ethics
Senior Management Personnel shall adhere to the highest standard of integrity and ethics in discharge of their functions. While exercising the authorities and discharging the responsibilities assigned to them they are expected to conduct themselves in such a manner as to avoid any act that may bring embarrassment to the Company and to themselves.

3. Terms and Conditions of Employment and legal compliance
Senior Management personnel shall strictly comply with the terms and conditions of their employment with the Company including the Rules and Regulations as applicable to them in accordance with the Company’s HR policy as in force from time to time. They shall provide the necessary support to the whole time Director/Executive Director in ensuring that all national and local laws, regulations and customs in the areas falling within their respective remit are complied with.

4. Investment in Shares of the Company/Code for prevention of Insider Trading
Senior Management personnel shall not deal in the Company’s securities on a short-term basis. They shall accept that they are not free to deal in the Company’s securities at all times and they are bound by the Company’s ‘Code of Conduct for Prevention of Insider Trading’ which shall be deemed to be part of this ‘Code of Conduct’.

5. Not to make a secret profit
Senior Management personnel shall not make any secret profit out of their position. If they receive information on a potential business opportunity in their official capacity they shall not use that opportunity for their own purpose.

6. Confidentiality
Senior Management personnel shall keep confidential and not divulge directly or indirectly any information (except which is in the public domain) relating to the Company, its intellectual properties including technology and business processes, its business and its customers/vendors which they have become aware of in the course of their employment with the Company. They shall also not make use of such information for any purpose other than for the benefit of the Company.

7. Non-compete
Without taking prior consent of the Company, Senior Management personnel shall not accept any position of influence or of pecuniary interest in any other Organisation whose business is in direct competition with that of the Company. Upon leaving the Company owing to retirement or for any other reason after serving for 5 years or more, they shall not, for a period of 3 years, take up employment with any competitor.