Introduction
v This Code of Conduct (“this Code”) shall be
called “The Code of Business Conduct & Ethics for Board Members and Senior
Management Personnel” of Central Electronics Limited (CEL). (here - in- after
referred to as “the Company”)
v The purpose of this Code is to enhance ethical
and transparent process in managing the affairs of the Company. The code is in
alignment with Company’s vision and values to achieve the Mission &
v It Objectives and aims at enhancing ethical and
transparent process in managing the affairs of the Company shall come into
force with effect from the date of approval by the Board.
Definitions and
Interpretations
v “Board Members” shall mean Directors on the Board of Directors of
the Company.
v The term “Whole-time Directors” or “Functional
Directors” shall be the Directors on the Board of Directors of the Company who
are in whole-time employment of the Company.
v The term “Part-time Directors” shall mean
Directors on the Board of Directors of the Company who are not in whole-time
employment of the Company.
v The term “Relative” shall have the same meaning
as defined in Section 6 of the Companies Act, 1956.
v “Senior Management” shall mean personnel of the
Company, who are members of its core management team excluding Board of
Directors. Normally, this would comprise all members of management one level
below the Whole Time Directors and all Functional Heads.
v “The Company” shall mean Central Electronics
Limited (CEL)
Note: In these Code words importing the masculine gender shall
include feminine gender and words importing singular shall include the plural
or vice-versa.
Applicability
v This code shall be applicable to the following
personnel :
Ø All Whole-time Directors including the Chairman
& Managing Director of the Company.
Ø All Part-time Directors including Independent
Directors under the provisions of law.
Ø Senior Management
v
The Whole-time Directors
and members of Senior Management should continue to comply with other
applicable/ to be applicable policies, rules and procedures of the Company.
Contents of Code
Part I General Moral Imperatives
Part II Specific Professional Responsibilities.
Part III Specific Additional Provisions for
Board Members and Senior Management. This Code is intended to serve as a basis
for ethical decision making in the conduct of professional work. It may also
serve as a basis for judging the merit of a formal complaint pertaining to
violation of professional ethical standards. It is understood that some words
and phrases in the code of ethics and conduct document are subject to varying
interpretations. In case of any conflict, the decision of the Board shall be
final.
Part – I
General
Moral Imperatives
v Be honest
and trustworthy & practice integrity
Ø Integrity and honesty
are essential components of trust. Without trust an organization cannot
function effectively.
Ø All Board Members and
Senior Management are expected to act in accordance with highest standards of
personal and professional integrity, honesty and ethical conduct while
conducting business of the Public Enterprise.
v Be fair
and take action not to discriminate
Ø The Company is committed to provide a workplace free of
discrimination and harassment based on race, colour, religion, age, gender, national
origin, disability, veteran status or any other biases. It will be the endeavor
of every director and officer of the Company to see that workplace is free from
such biases.
v Honor
Confidentiality
Ø All Board Members and Senior Management are expected to
maintain the confidentiality of all information (whether belonging to the
Company or party with whom the Company has a relationship) entrusted to them or
that comes to them from whatever source, in his or her capacity as a Director
or member of Senior Management team, except when disclosure is authorized by
the Board or is warranted by law.
v Pledge
& Practice
Ø To strive continuously to bring about integrity and
transparency in all spheres of the activities.
Ø Work unstintingly for
eradication of corruption in all spheres of life.
Ø Remain vigilant and work towards growth and reputation of
the Company.
Ø Bring pride to the
organization and provide value-based services to Company’s stakeholders.
Ø Do duty conscientiously and without fear or favor.
Part-II
Specific Professional Responsibilities
Live the Vision, Mission and Values of
Central Electronics Limited (CEL)
Mission
To achieve excellence in technology and
manufacture and be market leader in solar energy systems and strategic electronics.
Vision
To be a market leader in the field of Solar
Photovoltaic Energy sources, particularly for rural applications, as also in
Railway Safety and Signaling Electronics and Microwave Phase Control Modules.
Quality Policy
CEL is committed to maintain its position as a
leading organization to provide efficient and effective Quality in the field of
solar energy, System Product and other product manufactured by the
Company. Focus of its services shall be:
ü
Customer Satisfaction
ü Timely and Prompt Response
ü Increase Market Share. Professional Excellence
ü Organizational Flexibility
Quality Objectives
ü
Improvement in the
efficiency of services provided to customers
ü Customer satisfaction
ü Strengthen Human Resource Development
ü Continuous improvement of systems, processes and
resources
v Strive to
achieve the highest quality, effectiveness and dignity in both the processes
and products of professional work
Excellence is perhaps the most important obligation of a
professional. Everyone, therefore, should strive to achieve the highest
quality, effectiveness and dignity in their professional work.
v Acquire
and maintain professional competence
Excellence depends on individuals who take responsibility
for acquiring and maintaining professional competence. All are, therefore,
expected to participate in setting standards for appropriate levels of
competence, and strive to achieve those standards.
v Compliance
with Laws
The Board Members and Senior Management of CEL are expected
to conduct all business and affairs of the Company in accordance with
applicable laws, rules and regulations, and shall ensure such conduct by
himself and by officers and employees of the Company.
v Accept and
provide appropriate professional review
Quality professional work depends on professional review and
comments. Whenever appropriate, individual members should seek and utilize peer
review as well as provide critical review of the work of others.
v Manage
personnel and resources to enhance the quality of working life
Organizational leaders are responsible for ensuring that a
conducive working and business environment is created for fellow employees to
enable them deliver their best. The Board Members and Senior Management would
be responsible for ensuring human dignity of all employees, would encourage and
support the professional development of the employees of CEL by providing them
all necessary assistance and cooperation, thus enhancing the quality of
working.
v Be upright
and avoid any inducements
The Board Members and Senior Management shall not, directly
or indirectly through their family and other connections, solicit any personal
fee, commission or other form of remuneration arising out of transactions
involving Company. This includes gifts or other benefits of significant value,
which might be extended at times, to influence business for the organization or
awarding to an agency etc.
v Observe
Corporate Discipline
The flow of communications within the CEL is not rigid and
people are free to express themselves at all levels. Though there is a free
exchange of opinions in the process of arriving at a decision, but after the
debate is over and a policy consensus has been established, all are expected to
adhere and abide by it, even when in certain instances one may not agree with
it individually. In some cases policies act as a guide to action, in others
they are designed to put a constraint on action. All must learn to recognize
the difference and appreciate why they need to observe them.
v Conduct in
a manner that reflects credit to the Company
All are expected to conduct themselves, both on and off
duty, in a manner that reflects credit to the Company. The sum total of their
personal attitude and behavior has a bearing on the standing of Company and the
way in which it is perceived within the organization and by the public at
large.
v Be
accountable to Company’s stakeholders
All of those whom we serve, be it our Customers, without
whom the Company will not be in business, the Stakeholders, who have an
important stake in its business, the Employees, who have a vested interest in
making it all happen, the Vendors, who support the Company to deliver in time
and society to which Company is responsible for its actions – are stakeholders
of the Company. All, therefore, must keep in mind at all times that they are accountable
to Company’s stakeholders.
v Prevention
of Insider Trading
The Board Members and Senior Management shall comply with
the code of Internal Procedures and conduct for prevention of insider trading
in dealing with securities of the Company, if applicable.
v Identify,
mitigate and manage business risks
It is everybody’s responsibility to follow the Risk
Management Framework of the Company to identify the business risks that
surround function or area of operation of the Company and to assist in the
company-wide process of managing such risks, so that Company may achieve its
wider business objectives.
v Protect
properties of the Company
The Board Members and Senior Management shall protect the
assets including physical assets, information and intellectual rights of the
Company and shall not use the same for personal gains.
Part- III
Specific Additional Provisions for Board Members and Senior
Management
v As Board
Members and Senior Management
They shall undertake to actively participate in the meetings
of the Board and Committees on which they serve
v As Board Members
Undertake to inform
the Chairman and Managing Director/ Company Secretary of the Company within
seven days of any changes in their other Board positions, relationship with
other business and other events /circumstances / conditions that may interfere
with their ability to perform Board/ Board Committee duties or may impact the
judgments of the Board and the guidelines of DPE.
v Conflict of Interest
A ‘Conflict of interest’ occurs where the interest or
benefit of director or member of Senior Management is in conflict with the
interest or benefits of the company. Directors and Senior Management should be
scrupulous in avoiding conflicts of interest with the Company. Any situation
that involves, or may reasonably be expected to involve, a conflict of interest
with the Company must be disclosed promptly to the Board of Directors.
v Outside
Directorships:
It is a conflict of interest to serve as a Director of any
Company that competes directly with the Company. Directors/ Officers must first
obtain approval from the Company’s Board of Directors before accepting such
Directorship. Further each Director/officer shall inform the Board of any such
changes within seven days in their Board positions, relationship with other
businesses and charitable organizations.
v Employment/
outside employment:
The Directors and Senior Management Personnel 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 like simultaneous engagement/ employment or directorships with
competitors of the Company, or from taking part in any activity that enhances
or supports a competitor’s position.
v Business
interests:
If any Director or Senior Management Personnel is considering
investment in the business of any competitor of the Company, he or she must
first take care to ensure that these investments do not compromise their
responsibilities towards the Company. Before making investment in the
business of the Competitor, the Director and Senior Management Personnel shall
take permission from the Board of Directors of the Company. Directors and
Senior Management Personnel should take prior approval from the Board of
Directors for making any such investment except investment in a listed Company
through stock exchanges, not exceeding two percent of the capital of that
Company.
v Use of
Official position for personal gains:
Should not use their official position for personal gain.
v Related
Party Disclosure:
The Board members and Senior Management Personnel shall make
disclosure of related party transactions to the Board of Directors in the
format provided under Accounting Standard 18(AS-18) (Appendix I) issued by the
Institute of Chartered Accountants of India (ICAI) and/or any modification or
re-codification thereof.
v Compliance
with the Code of Business Conduct and Ethics.
ü All Members of the Board and Senior Management personnel of
the Company shall uphold and promote the principles of this code. The future of
the organization depends on both technical and ethical excellence. Not only it
is important for Board Members and Senior Management to adhere to the principle
expressed in this Code, each of them should also encourage and support
adherence by others.
ü Treat violations of this code as inconsistent association
with the organization. Adherence of professionals to a code of ethics is
largely and generally a voluntary matter. However, if any of Board Member or
Senior Management personnel does not follow this Code, the matter would be
reviewed by the Board and its decision shall be final. The Company reserves the
right to take appropriate action against the defaulter.
v Miscellaneous
Points
ü Continual
updation of Code
This Code is subject to continuous review and updation in
line with any changes in law, changes in Company’s philosophy, vision, business
plans or otherwise as may deemed necessary by the Board and all such
amendments/ modifications shall take effect prospectively from the date stated
therein.
ü Where to
seek clarifications
Any member of Board or Senior Management requiring any
clarification regarding this Code of Business Conduct and Ethics may contact
Chairman & Managing Director/General Manager (Finance)/Company
Secretary/any other person specifically designated by the Board of Directors.
ü Placement
of the Code on Website
This Code and any amendments thereto shall be hosted on the
website of the Company.
ü Annual
Compliance Reporting
a) All Board Members and Senior Management Personnel shall
affirm compliance of this code within 30 days of close of every financial year.
The Annual Report of the Company shall contain a declaration to this effect
signed by the Chairman & Managing Director. A Performa of Annual Compliance
Report is at Appendix – II. The Annual Compliance Report shall be forwarded to
the Company Secretary. If any Board Member or Senior Management Personnel
leaves the Company at any time during a financial year, he/she shall send a
communication within one week from the date of leaving, to the Company
Secretary affirming compliance of the code till date of his/her association with
CEL.
b) The Chairman & Managing Director of the Company and
all whole time directors shall certify to the Board within 30 days of the Close
of every financial year that there are, to the best of their knowledge and
belief, no transactions entered into by the Company during the year which are
fraudulent, illegal or in violation of this Code.
ü Acknowledgement
of Receipt of the Code
All Board Members and Senior Management personnel shall
acknowledge receipt of this Code or any modification(s) thereto within one week
from the date of receipt in the acknowledgement form as at Appendix-III and
forward the same to the Company Secretary that they have received, read,
understood and agreed to comply with this code.
APPENDIX – I
CENTRAL ELECTRONICS
LIMITED
(A Government of India
Enterprise)
CODE OF BUSINESS
CONDUCT AND ETHICS
FOR
BOARD MEMBERS AND
SENIOR MANAGEMENT PERSONNEL
The Board Members/ Senior Management Personnel shall disclose the
following in respect of all transactions with related parties, as covered in
AS-18 issued by ICAI.
i) the name of the transacting relating party;
ii) a description of the relationship between the parties;
iii) a description of the nature of transaction;
iv) volume of the transaction either as an amount or as an
appropriate proportion;
v) any other elements of the related party transactions necessary
for an understanding of the financial statements.
Signature___________________
Name ______________________
Designation__________________
Date _______________________
Place _______________________
NOTE : The following are illustrative and not exhaustive list of
example related party transactions in respect of which disclosures should be
made by Board Members.
• purchase or sales of goods (finished or unfinished);
• purchases or sales of fixed assets;
• rendering or receiving of services;
• agency arrangements;
• leasing or hire purchase arrangements;
• transfer of research and development ;
• license agreements;
• Finance (including loans and equity contributions in cash or in
kind);
• guarantees and collateral; and management contracts including
for deputation of employees.
APPENDIX – II
CENTRAL ELECTRONICS
LIMITED
(A Government of India
Enterprise)
CODE OF BUSINESS
CONDUCT AND ETHICS
FOR
BOARD MEMBERS AND
SENIOR MANAGEMENT PERSONNEL
ANNUAL COMPLIANCE
REPORT
I___________________________________________ do hereby solemnly
affirm that to the best of my knowledge and belief, I have fully complied with
the provisions of the “Code of Business Conduct and Ethics for Board Members and
Senior Management Personnel” during the financial year ending 31st March, 200_.
Signature___________________
Name ______________________
Designation__________________
Date _______________________
Place _______________________
Note : Annual Compliance Report by Board Members/ Senior
Management personnel of the Company on Annual basis by 30th April of next
financial year.
APPENDIX – III
CENTRAL ELECTRONICS
LIMITED
(A Government of India
Enterprise)
CODE OF BUSINESS
CONDUCT AND ETHICS
FOR
BOARD MEMBERS AND
SENIOR MANAGEMENT PERSONNEL
ACKNOWLEDGEMENT FORM
I ________________________________________ have received and read
the Company’s Code of Business Conduct and Ethics for Board Members and Senior
Management Personnel (this Code). I have understood the provisions and policies
contained in this Code and I agree to comply with this Code. Further, I
undertake to provide affirmation on an annual basis to the Company within 30
days from the end of 31st March every year.
Signature___________________
Name ______________________
Designation__________________
Date _______________________
Place ______________________