Code of Conduct

Code Of Conduct For Board Members, Key Managerial Personnel’s And Senior Managerial Personnel’s

1. Introduction/Preamble

This Code of Conduct for Board Members, Key Managerial Personnel’s (KMP’s) and Senior Managerial Personnel’s (SMP’s) (“Collectively referred as Officers”) (“Code”) of Indraprastha Medical Corporation Limited (“the Company) has been framed and adopted by the Company in compliance with the applicable laws including but not limited to revised Clause 49 of the equity Listing Agreement of the Company executed with Bombay Stock Exchange and National Stock Exchange. The Code helps the Company to maintain the standard of the Business Ethics and ensure compliance with the legal requirements. Further it is aimed to prevent any misuse, wrong acts and to promote ethical conduct at the Board, KMP’s and SMP’s level.

2. Applicability

The code is applicable to the following persons (the Officers):

  1. Members of the Board of Director of the Company
  2. Key Managerial Personnel’s of the Company
  3. Senior Managerial Personnel of the Company.

All the concerned are expected to read and understand this Code and to uphold standards set out under this, in his/her day-to-day activities.

As the principles set out under this are general in character, Officers should also review the Company’s other applicable Policies and Procedures for more specific instructions. In case of any difficulty in interpretation or allied matters, they may contact the Company Secretary.

This Code is in addition to and not in derogation with any Act, law, rules and regulations, and all other applicable Policies and Procedures adopted by the Company that governs the conduct of its officers.

It is obligatory on the part of every person covered under this code to make an annual disclosure under this Code affirming their adherence to the Code on annual basis. This disclosure shall be made to the Company Secretary on or before 30th April, for the financial year preceding the date in the format annexed as Appendix I.

In addition to above said disclosure, every Officer is to make an acknowledgement as given in Appendix - II to the Code, on receipt of this Code, indicating that they have received, read and understood, and agree to comply with the Code.

The Company Secretary shall be the Compliance Officer for the purpose of this Code.

3. Definition

  1. Material Transaction: Every transaction which is having value exceeding Rs.50,000/- per annum shall be considered as transaction of the material nature.
  2. Interest in Transaction: Interest in any transaction (be a contract or arrangement) either through himself or through any of the following shall be regarded as interest in the transaction:
    1. interest through spouse;
    2. interest through son/daughter;
    3. interest through parents or
    4. interest through Son’s wife or Daughter’s husband.
  3. Corporate Opportunity: Corporate Opportunity is an opportunity in which the Company has a right/property/interest or expectancy or opportunity is the one, which in justice should belong to the Company.
  4. Family:Family shall mean the dependent family members (i.e. spouse, son, daughter, parents, Son’s wife and Daughter’s husband) of an individual

4. Purpose

  1. Promote ethical standards of business conduct;
  2. Maintain the culture of honesty, integrity, transparency and accountability in the Board Members, KMP’s and SMP’s;
  3. Provide guidance in the identification and resolution of issues
  4. Uphold the spirit of social responsibility and accountability in line with the legislations, regulations and guidelines governing the Company; and
  5. Comply with the provisions of revised Clause 49 of the equity Listing Agreement.

5. Honest And Ethical Conduct

It is Policy of the Company to conduct its business in accordance with all applicable laws and regulations of the jurisdiction in which such business is conducted and to do so with complete honesty and integrity and in accordance with complete honesty and integrity and in accordance with highest moral and ethical standard.

The Company expects all Officers to accomplish all tasks in the capacity of Officer, whether in the premises of the Company or outside, with highest degree of honesty, integrity and professional ethics.

Honesty means every act of the Officers should be free from any fraud or deception. Ethical behavior is the behavior in conformity with accepted professional standards. In case you find any difficulty regarding appropriateness of any action or inaction you can seek assistance for its interpretation from the Company Secretary.

In addition to the above, the Board Members, KMP’s and SMP’s:

  1. Shall maintain and help the Company in maintaining highest standards of Corporate Governance practices;
  2. Shall act in utmost good faith and exercise due care, diligence and personal and professional integrity in the performance of their official duties and responsibilities and shall in no event compromise with their independence of judgement;
  3. Shall not exploit for their own personal gain, opportunities that are discovered through use of corporate property information or position unless the opportunity is disclosed fully in writing to the Board of Directors of the Company and the Board declines to pursue such opportunity and allow him to avail such opportunity;
  4. Shall avoid and disclose actual and apparent conflict of personal interest with the interest of the Company and to disclose all contractual interests whether directly or indirectly in any manner which gives them or their relative or firm or associate, any pecuniary benefit, regardless of the value involved with the Company;
  5. Shall not commit any offence involving moral turpitude;
  6. Shall promote professionalism in the Company.

In addition to this code of conduct, all Independent Directors of the Company are required to adhere with the separate code of conduct specifically applicable on Independent Directors under the Companies Act, 2013, as Annexed hereto as Annexure 1.

6. Disclosure of Interest

It is an obligation of every Officer of the Company to disclose nature of his/her interest or concern in any material transaction made or proposed to be made on behalf of the Company.

Disclosure under this clause shall be made by the Officer to the Company Secretary as soon as it comes to his/her knowledge. General notice given to the Company Secretary to the effect that he/she is related to such & such persons and is to be regarded as concerned or interested in any transaction, which may, after date of the notice, be entered into with that person(s), shall deemed to be sufficient disclosure of his/her concern or interest in relation to any transaction. Such notice shall be made annually and shall be submitted to the Company Secretary before the expiry of the first month of the Financial Year to which it relates. Any change to the Notice shall be intimated to the Company within fourteen days of the occurrence of such change.

7. Use Of Company’s Funds & Assets

The Company expects all Officers to use Company’s funds diligently.

The Officers are prohibited from using Company assets, Confidential or proprietary information or position for personal gain.

8. Conflicts of Interest

A “Conflict of interest” occurs when personal interest of the Officers interferes or appears to interfere, in any way, with the interests of the Company.

Officers are expected to disclose any of their transaction, which has or may have any conflicting interest with the business of the Company. They must ensure that these transactions do not compromise on their responsibility towards the Company. This Policy requires that every such transaction shall require prior approval of the Audit Committee. Transaction here includes investment in supplier, competitor or customer of the Company, Directorship in any competitor Companies, acceptance of any simultaneous employment in suppliers or customers or competitor firm(s) Company(ies).

9. Corporate Opportunities

An Officer should not exploit any Corporate Opportunity for their personal use, which comes to their knowledge, because of such position, without obtaining prior consent of the Board of Directors.

10. Protecting The Company’s Confidential Information

Officers are under obligation to maintain the confidentiality of the insider information coming to their way, which if disclosed to an outsider may have any adverse impact on the Company and will not disclose it except in the course of discharge of their duties.

This obligation shall apply to the Officers not only during their tenure or employment with the Company but even after the cessation thereof.

Further they shall not make any statement which has the effect of adverse criticism of any policy or action of the Company or which is capable of embarrassing the relations between the company and the public including all the stakeholders.

The term “Confidential Information” includes all non-public information, which if disclosed, might be prejudicial to the interests of the Company.

11. Gifts And Other Benefits

No Officer of the Company or member of his or her immediate family, shall (directly or indirectly) solicit, accept or retain any gift, entertainment, trip, discount, service, or other benefit from any organization or person doing business or competing with the Company, other than (i) modest gifts, courtesy or entertainment as part of normal business courtesy and hospitality that would not influence, and would not reasonably appear to be capable of influencing, such person to act in any manner not in the best interest of the Company or (ii) acceptance of a nominal benefit that has been disclosed to the Company.

12. Employee Relationships

The Company continually strives to promote positive and productive working relationships among its Officers to fully comply with the letter and spirit of all laws prohibiting discrimination and sexual harassment. While the Company does not wish to unduly interfere with the private lives of its employees, some limitations on personal relationships in the workplace are necessary in order to prevent actual or perceived favoritism, problems with Seniors and possible claims of discrimination or harassment. For these reasons, an Officer shall not engage in romantic or sexual encounters or relationships with any other employee with whom he or she is in a supervisory or reporting relationship. The Company recognizes the importance of developing close working relationships among employees and this policy is not intended to prohibit friendships that naturally develop in a work setting or social interaction among employees.

13.Compliance With Laws, Rules & Regultions

The Officers of the Company shall acquire appropriate knowledge of law relating to their duties sufficient to enable them to recognize potential dangers and to know when to seek advise from the Finance, Secretarial and legal departments and shall comply with all Laws, Rules and regulations applicable to the business of the Company.

14. Inclusionary Clause

Transactions given above are only exemplary ones and it would not be possible to quote here, all situations in which conflict of the interest may arise. So, if a situation raises any doubt or question, the Officer may consult the Company Secretary.

14. Compliance With Code Of Conduct

It is part of the Officer’s duty to help in the enforcement of the Code. They are under an obligation to bring any violation of the Code to the knowledge of the Company Secretary. All the Officers are expected to co-operate in any investigation made in pursuance of the Code. Reprisal, threat, retribution or retaliation against any person, who has, in good faith, reported a violation or suspected violation of the law under this Code or under other Company Policy (ies) or against any person who is assisting in any investigation or process with respect to such a violation, is prohibited.

The Company will take appropriate action against any Officer whose actions are found to violate the Code or any other Policy of the Company. Disciplinary action may include immediate termination of employment or cessation of the office at the Company’s sole discretion. Where the Company has suffered a loss, it may pursue its remedies against the person(s) responsible.

15. Transaction With Related Parties

The Officers, before conducting business of the Company with a Related Party or a relative and/or with a business in which a relative is associated in any significant role, shall promptly disclose their interest to the Board of Directors of the Company.

For the sake of clarity, the term “Related Party and Relatives” shall have the same meaning as defined in Section 2(76) and 2 (77) of the Companies Act, 2013 read with relevant rules issued thereon.

16. Transaction In Shares Of The Company And Prevention Of Insider Trading

The Officers of the Company shall not indulge in trading in Company’s securities on the basis of unpublished price sensitive information. All Officers of the Company will comply with the prevention of insider trading guidelines as issued by SEBI and the Company’s policy on prevention of insider trading in this regard.

17. No Rights Created

The Code sets forth certain fundamental principles, ethics, values, policies and procedures that govern the Board Members, KMP’s and SMP’s in the conduct of the business of the Company. It is not intended to and does not create any rights in any employee, client, competitor, shareholder or any other person or entity.

18. Reporting And Disclosure On Website

The Annual Report of the company shall contain a declaration signed by the CEO stating that All Board members, KMP’s and SMP’s shall affirm compliance with the code on an annual basis.

Pursuant to revised clause 49 of the equity listing agreement, the Code shall be disclosed on the website of the company and in case of any amendment, same shall be updated on the website .

19. Waiver And Amendments To The Code

The Company is committed to continuously reviewing and updating its policies and procedures. However, any amendment or waiver of any provision of the Code must be approved by the Board of Directors of the Company and publicly disclosed as required by any applicable law or regulation and also on the Company’s website, if any, together with details about the nature of the amendment or waiver.

20. Effective Date

The Code shall come in to effect from 1st October, 2014.

Place:New Delhi

Date :25th July, 2014

For and on behalf of the Board

Jaideep Gupta

Managing Director

Code of Conduct Forms

Code of Conduct APPENDIX – IDownload File
Code of Conduct APPENDIX – IIDownload File