The board of directors and senior management of the Company, as the context may
require or mean, shall subscribe to the following Code of Conduct adopted by the
Board:
1. DEFINATION:
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1.1
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“Board” shall mean board of Lucent Industries Limited, as the context
may require or mean.
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1.2
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“Company” shall mean Lucent Industries Limited as the context may
require or mean.
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1.3
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“Code” shall mean this Code of Conduct.
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1.4
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“Senior Management” shall mean the employees or officers of as the
context may require or mean, having designations of senior manager and
above.
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1.5
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“Management” shall collectively mean the Board and Senior Management.
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1.6
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“GAAP” shall mean generally accepted accounting principles applicable to
Indian companies in respect of financial reports prepared and presented
as per applicable laws.
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2. INTRODUCTION
This code has been adopted by the company to comply with the applicable
rules of the stock exchanges where securities of the Company are
listed.
The principal duty of the Board, along with the senior Management, is to
ensure that the Company is well managed and recognize that their primary
responsibility is to the shareholders of the Company. The board is
entrusted with the responsibility of making decisions on several matters
relating to the Company.
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3. MAINTENANCE OF ACCOUNTS AND RECORDS
Senior Management shall prepare and maintain true and fair accounts and
records of affairs of the Company.
The accounts and records shall be maintained in accordance with the
applicable accounting and financial reporting standards, GAAP, laws and
regulations of the country in which the Company operates its business
affairs.
Internal accounting and audit procedures shall fairly and accurately
reflect all the business transactions and disposition of assets of the
Company.
There shall be no willful omissions of any Company transactions from the
books and records, no advance, income recognition, and no hidden bank
account and funds.
Any willful material misrepresentation of and/or misinformation on the
financial accounts and reports shall be regarded as a violation of this
Code and apart from inviting appropriate civil or criminal action under
the relevant laws as applicable.
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4. PROVIDE QUALITY PRODUCTS AND SERVICES
Management shall be committed to supply goods and services of the
promised quality & standards, backed by after sales service consistent
with the requirements of the consumers.
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5. PROVIDE SAFETY AND HEALTHY WORKING ENVIRONMENT
Management shall strive provide a safe working environment and comply,
in the conduct of the business affairs of the Company, with all
regulations regarding the maintenance of the environment of the
territory in which it operates.
Management will be committed to prevent wasteful use of natural
resources and minimize any hazardous impact of the development,
production, use and disposal of any of its products and services on the
ecological environment.
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6. ENHANCE SHAREHOLDERS VALUE
Management shall be committed to provide good services to the
shareholders and stakeholders and stakeholders of the company to enhance
their value.
Management is committed to comply with applicable rules, regulation and
laws that govern shareholders rights.
Board shall duly and fairly inform its shareholders all relevant
aspects of the Company’s business that are required to be disclosed in
accordance with applicable rules and regulations.
Management shall be responsible for the implementation of and
compliance with this Code in his professional environment. Failure to
adhere to the code could attract the consequences, including termination
of employment, as applicable.
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7. PROFESSIONAL INTEGRITY, HONESTY AND ETHICAL CONDUCT
Senior management is expected to act in accordance with the highest
standards of personal and professional integrity and ethical conduct
while working on the Company’s premises at offsite location where the
Company’s business is being conducted or at any other place where they
are representing Company.
Honest conduct is conduct that is free from any fraud or deception.
Ethical conduct is ethical handling of actual or apparent conflicts of
interest between personal and professional relationship.
Senior management shall ensure, at all times, the integrity of data
or information furnished by him or her to the Company.
Senior management Company shall promptly report to the management
any actual or possible violation of this code, or an event he or she
becomes aware of that could affect business or reputation of his/her or
any other Group Company.
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8. COMPLIANCES
Management shall comply with all the applicable laws and
regulations, both in letter and in spirit in all the territories in
which he or she operates.
If the ethical and professional standards set out in the applicable
laws and regulations are below that of the code, then the standards of
the code shall prevail.
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9. BRANDS AND INTELLECTUAL PROPERTY OF THE COMPANY
Manuals, codes and agreements of the Company shall govern the use
of the Company name and trademarks owned by the Company.
The use of the Company brand is permitted only by the Board of
directors of the Company.
All documents, processes, manuals, literature, systems etc. or any
other intellectual property developed or created by the Management
during the association of the Management with the Company are sole
property and intellectual property rights of the Company.
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10. LEGAL COMPLIANCES
The Officers shall comply with all applicable government laws,
rules and regulations applicable to the Company.
The employees and directors shall acquire appropriate knowledge of
the legal requirements relating to their duties to enable themselves to
recognize potential dangers. Violations of applicable governmental laws,
rules and regulations may subject them to individual criminal or
liability, as well as to disciplinary action by the company. Such
individual violations may also subject the company to civil or criminal
liability or the loss of business.
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11. NON ALIGNMENT WITH POLITICAL PARTIES
The Company and its Officers shall be committed to and support a
functioning democratic constitution and system with a transparent and
fair electoral system in India.
The Company and its Officers shall nor support, directly or
indirectly, any specific political party or candidate for political
purposes.
The Company may contribute any amount or amounts, directly or
indirectly, to any political party or for any political purpose to any
other person as per the limit prescribed under the Companies Act, 1956
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12. EQUAL OPPORTUNITY
The Company shall provide equal opportunity to all its employees
and all qualified applicants for employment without regard to their
race, caste, religion, color, ancestry, material status, sex, age,
nationality, disability and veteran status.
Employees of the Company shall be treated with dignity and in
accordance with the company policy to maintain a work environment, free
from any harassment, whether physical, verbal or psychonological.
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13. GIFTS AND DONATIONS
The Management shall neither receive nor offer or make, directly or
indirectly, any illegal payments, remunerations, gifts, donations or
comparable benefits which are intended to or perceived to obtain
business or uncompetitive favours for the conduct of its business.
However, the Management may accept and offer nominal gifts, which
are customarily given and are of a commemorative nature, for special
events provided the same shall be disclosed appropriately to the Board.
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14. COMPETITION
The Company strives to outperform its competition fairly and
honestly. No Member shall take unfair advantages of any information or
indulge in unfair practice for the benefit of the Company.
Company shall not engage in activities, which generates or support
the formation of monopolies, dominant market positions, cartels and
similar unfair trade practices.
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15. CO OPERATION TO GROUP AND ASSOCIATES COMPANIES
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The Management shall cooperate with other group companies and
associates companies by sharing physical, human and management resources
as long as this does not adversely affect its business interests and
shareholders’ value. In the procurement of products and services, the
Company shall give preference to another group company or associate
company as long as it can provide these on competitive terms relative to
third parties.
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16. REPRESENTATION TO THE PUBLIC AND STAKEHOLDERS
The management honours the information requirements of the public
and the stakeholders of the company.
In all its public appearance with respect to disclosing Company and
business information to public constituencies such as the media, the
financial community, employees and shareholders, only specifically
authorized directors and/or officer shall represent the company.
It will be the sole responsibility of these authorized
representatives to disclose information of the Company.
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17. CONCURRENT EMPLOYMENT
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The Management shall not, without the prior approval of the
authorized officer of the Company, accept employment or a position of
responsibility (such as a consultant or a director) with any other
Company, nor provide “freelance” services to anyone.
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18. ASSIGNMENTS OUTSIDE THE COMPANY
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With the prior approval of the Board, the Management may take the
position of office bearer of a professional body, give talks at
programmes, be a part-time faculty at recognized degree or diploma
programmes, and publish a book or a paper. It is expected that the
Management does it in his own time and with his own resources. Further,
such an association should not result in the Management divulging
Company’s confidential and proprietary information or she/he neglecting
his/her professional duties of the company.
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19. CORPORATE OPPORTUNITY
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The shall not exploit for their own personal gain, opportunities
that are discovered through the use of Company property, information or
position, unless the opportunity is disclosed fully in writing to the
Company’s Board and the Board declines to pursue such opportunity.
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20. CONFIDENTIALITY
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The Management shall not disclose/reveal any
facts/figures/information/trade secrets or confidential documents in
written/verbal form, obtained during the course of their employment, to
any person(s)/authority/organization/authority/statutory body unless
required by law and/or with specific written permission of the company.
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21. CONFLICT OF INTREST
A conflict of interest arises when personal interest interferes in
any way with the interest of the company.
Management shall not engage in any business relationship or
activity, which might detrimentally conflict with the interest of the
Company or the group.
Notwithstanding that conflict of interest exist due to any
historical reasons; adequate and full disclosure by the interested
employees should be made to the Company’s management.
It is also incumbent upon every Employee to make a full disclosure
of any interest which the Employee or the Employee’s immediate family,
which would include parents, spouse and children, may have in a company
or firm which is a supplier, customer, distributor or has other business
dealings with the company.
Every Employee who is required to make a disclosure as mentioned
above shall do so, in writing to his or her immediate superior, who
shall forward the information along with comments to the person
designated for this purpose by the Managing Director, who in turn will
place it before the Board of Directors/executive committee appointed by
the board and, upon a decision being taken in the matter, the Employee
concerned will be required to take necessary action as advised to
resolve/avoid the conflict.
If an Employee fails to make a disclosure as required herein, and
the management of its own accord becomes aware of an instance of
conflict of interest that ought to have been disclosed by the Employee.
The management would take a serious view of the matter and consider
suitable disciplinary action against the Employee concerned.
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22. SALE AND PURCHASE OF SECURITIES OF THE COMPANY
Employees or their immediate family shall not derive any benefit or
assist others to derive any benefit from the access to and possession of
information about the Company or the group, which is not in the public
domain and thus constitutes insider information.
Employees shall not use or proliferate information which is not
available to the investing public and which therefore constitute insider
information for making or giving advice on investment decisions on the
securities of the Company on which such insider information has been
obtained.
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23. PROTECTING COMPANY’S PROPERTY
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The assets of the Company should not be misused but employed for
the purpose of conducting the business for which they are duly
authorized. These include tangible assets such as equipment and
machinery, systems, facilities, materials, resources as well as
intangible assets such as proprietary information, relationship with
customers and suppliers, etc.
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24. CITIZENSHIP
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Senior management shall in his or her private life be free to
pursue an active role in civic or political affairs as long as it does
not adversely affect the business or interests of the company or the
group and provided that the same have been appropriately disclosed by th
employee or the officer and prior written approval of the Managing
Director or CEO has been obtained. If person belonging to Senior
management cadre fails to make a disclosure as required herein, and the
management of its own accord becomes aware of an instance of conflict of
interest that ought to have been disclosed by the employee or the
officer , in the management would take a serious view of the matter and
consider suitable disciplinary action against the employee or the
officer.
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25. POWER OF ATTORNEY
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All authorizations/powers of attorney, whether joint or several,
issued by the Company in favour of the Management shall stand revoked
effective from the date of separation of the Management from the
services of the company, Even while serving the notice period, such
Management will use these authorizations when must due discretion and
sparingly. Upon such separation, the Management shall immediately
arrange to return all such documents/authorizations, both originals and
copies. If for any reason such person fails to return such information
/documents/data etc. the Company will have a right to withhold his/her
dues from the Company.
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