(Approved and adopted at the Board Meeting
held on 29th November 2005 and amended on 12th August 2014)
Code of Conduct for Members of the Board and
Senior Management of JK Tyre & Industries Ltd.
(pursuant to sub-clause II(E) of Clause 49 of Listing Agreement)
The Company already has for the last three years, a Code of Conduct in position
for Management Cadre Staff. The provisions of Clause 49 of the Listing Agreement
and contemporary practices of good corporate governance provide that the Company
shall have a Code of Conduct for all members of the Board of Directors and Senior
Management Personnel. Hence this Code.
1 This Code of Conduct divided into Part A: applicable
to the Directors and Part B: applicable to the Senior Management(SM) of the Company,
was approved by its Board of Directors at its meeting held on 29th November
2 For the purpose of this Code, “Directors”
shall mean all the Directors on the Board of Directors of the Company and "Senior
Management" shall mean personnel of the Company who are members of core management
team excluding Board of Directors. Normally this would comprise all members of management
one level below the Executive Directors including all functional heads reporting
to the Managing or Executive Directors.
3.1 Basic philosophy of the Code of Conduct has
been guided by the practices of good Corporate Governance followed by the Company.
The core values of the Company are :-
Commitment to excellence
Integrity including intellectual honesty, openness, fairness & trust.
Caring for people.
Dynamic & successful business organisation.
A socially-valued enterprise.
3.2 The Code of Conduct therefore aligns around
the said core values and the commitment to maintain the highest standards in its
interface with all stakeholders, society at large and environment.
4. The Directors and Senior Management recognise
that they have fiduciary responsibility and are accountable to maximise shareholder
value through good business practices and controls.
5.1 The Directors of the Company shall endeavour
(a) use due care and diligence in performing
their duties of office and in exercising the powers attached to that office;
(b) act honestly and use their powers of office,
in good faith and in the best interests of the Company;
(c) not make improper use of information nor
take improper advantage of their position as a Director;
(d) not allow personal interests to conflict
with the interests of the Company;
(e) make all necessary disclosures to the Company
in terms of the Companies Act 2013, the Listing Agreement and any other law for
the time being in force;
(f) not engage in conduct which may bring discredit
to the Company;
(g) be independent in judgement and actions,
and to take all reasonable steps to be satisfied as to the soundness of all decisions
taken by the Board of Directors;
(h) ensure the confidentiality of information
they received whilst being in office of Director and disclosed only when authorised
by the Company or is required by law;
5.2 Duties of Independent Directors in terms
of Schedule IV of the Companies Act, 2013 shall be as under:
The independent director shall—
(a) undertake appropriate induction and regularly
update and refresh their skills, knowledge and familiarity with the Company;
(b) 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;
(c) strive to attend all meetings of the Board
of Directors and of the Board committees of which he is a member;
(d) participate constructively and actively in
the committees of the Board in which they are chairpersons or members;
(e) strive to attend the general meetings of
(f) 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;
(g) keep themselves well informed about the Company
and the external environment in which it operates;
(h) not to unfairly obstruct the functioning
of an otherwise proper Board or committee of the Board;
(i) 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;
(j) 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
(k) report concerns about unethical behaviour,
actual or suspected fraud or violation of the Company’s code of conduct or
(l) acting within his authority, assist in protecting
the legitimate interests of the Company, shareholders and its employees;
(m) 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.
5.3 Duties of Directors in terms of Section 166
of the Companies Act, 2013 shall be as under:
(a) Subject to the provisions of this Act, a
director of the Company shall act in accordance with the Articles of the Company.
(b) A director of the Company shall act in good
faith in order to promote the objects of the Company for the benefit of its members
as a whole, and in the best interests of the Company, its employees, the shareholders,
the community and for the protection of environment.
(c) A director of the Company shall exercise
his duties with due and reasonable care, skill and diligence and shall exercise
(d) A director of the Company shall not involve
in a situation in which he may have a direct or indirect interest that conflicts,
or possibly may conflict, with the interest of the Company.
(e) A director of the Company shall not achieve
or attempt to achieve any undue gain or advantage either to himself or to his relatives,
partners, or associates and if such director is found guilty of making any undue
gain, he shall be liable to pay an amount equal to that gain to the Company.
(f) A director of the Company shall not assign
his office and any assignment so made shall be void.
6.1 The Senior Management shall endeavour to:
(a) devote their utmost to achieve the goals
of the Company and the standards set before themselves.
(b) carry on the business of the Company complying
with all relevant laws, rules and regulations;
(c) ensure that financial records and present
financial reports in accordance with the provisions of law and applicable accounting
standards so as to give a true and fair view of the state of affairs of the Company;
(d) ensure that necessary internal control systems
are enforced effectively whereby fraud and other illegalities or irregularities,
if any, are detected and timely remedial action is taken;
(e) ensure confidentiality of all material sensitive
information of the affairs of the Company coming in their possession and not to
disclose or use the same for personal profit or for the advantage of any other person
unless the same is required to be disclosed to any other person in terms of applicable
(f) make all necessary disclosures to the Company
in terms of the Companies Act, 2013, the Listing Agreement and any other law for
the time being in force;
(g) disclose and obtain requisite approval under
the law in cases where personal interest might conflict with the interest of the
Company. Senior Management personnel shall also from time to time and at any time,
make disclosures to the Board relating to all material financial and commercial
transactions where they have personal interest that may have a potential conflict
with the interest of the Company at large [e.g dealing in company shares, commercial
dealings with bodies corporate which have shareholding of management and their relatives,
(h) pursue healthy human resource policies without
any discrimination on account of caste, religion or sex, promote meritocracy, uphold
self respect and human dignity to instill a sense of belonging to the Organization;
(i) ensure that in dealing with customers, lenders,
investors, Government and the community at large, the Company's image and its
interests are well protected;
(j) maintain highest level of professional conduct
that would enhance the image, goodwill and credibility of the business of the Company;
(k) create an atmosphere of highest integrity,
trust, fairness and honesty in performance of their duty which should strengthen
the bond of relationship with people, both internally and externally;
(l) promote SHE factors, viz., safe, healthy
working environment and comply with all regulations concerning preservation of the
environment of the territory of operation, in conducting the Company’s business;
(m) remain apolitical while involving in conduct
of Company’s affairs.
6.2. The Senior Management shall not-
(a) engage by themselves or on behalf of the
Company in any activity detrimental to or against national interest;
(b) receive or offer, directly or indirectly,
any illegal payment or charitable benefits which are intended to or perceived to
obtain business favours barring nominal gifts which are customarily given and are
of commemorative nature;
(c) permit misuse of company's properties
and assets, both tangible and intangible.
7. This Code is in addition to and not in supersession
of other Codes for the time being in force, viz. Corporate Ethics and Code of Conduct,
implemented voluntarily by the Company; Code of Conduct for Prevention of Insider
Trading and Code of Corporate Disclosure Practices pursuant to SEBI (Prohibition
of Insider Trading) Regulations, 1992. The Code of Conduct shall be posted on the
website of the Company.
All the members of the Board of Directors and Senior Management shall affirm in
writing compliance with this Code immediately after the Code is approved and adopted
by the Board of Directors of the Company and on an annual basis in every financial
year as per the format given at Annexure-I. The Annual Report of the Company shall
contain a declaration to this effect signed by the Managing Director as per the
format in Annexure-II.
The Board of Directors
Re: Code of Conduct for members of the Board and Senior Management - Financial Year_______
I hereby affirm compliance with the Code of Conduct for members of the Board and
Senior Management of the Company.
Name ( )
Designation if Member of Senior Management
The Board of Directors
Re: Code of Conduct for members of the Board and Senior Management
It is hereby declared that all the members of the Board and the Senior Management
personnel have affirmed compliance with the aforesaid Code of Conduct during the
Name ( )