Code of Conduct for Board of Directors and Senior Management
Directors are appointed by Shareholders to manage the affairs of the Company on their behalf and to act for their benefit and in the interests of the Company. Accordingly, Directors have a fiduciary relationship with the Company. Their fiduciary duties arising from such relationship are akin to those of a trustee and they are expected to display utmost good faith in their dealings on behalf of the Company or with the Company.
Senior Management Personnel’ comprising employees at the level just below Wholetime Director/Executive Director and holding positions such as Presidents, Senior Vice Presidents, Vice Presidents, General Managers and Head of the Company’s Works, as the case may be, form the core executive management team of the Company. Working under the superintendence, control and guidance of the Managing Directors and Executive Directors, they are responsible for implementation of all management decisions concerning the operations of the Company and for achieving its business objectives. While doing so, they have to uphold and protect the Company’s reputation for integrity and fair dealing and to set examples within the Company.
The Code is designed in accordance with the requirements of Regulation 17(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, as amended from time to time. It has been obligatory for the Board of Directors of Alpa Laboratories Limited (the “Company”) to lay down the Code of Conduct for all Board Members including Committees of Board and senior management of the Company.
The rationale of this Code of Conduct (the “Code”) is to conduct the business of the Company in accordance with relevant laws, regulations and rules and with the highest standard of ethics and values.
The objective of this Code is to:
⮚ Establish a set of ethical standards to guide the conduct of the Board of Directors and Senior Management.
⮚ Ensure compliance with applicable laws, rules, and regulations.
⮚ Promote professional and ethical behavior in the Company’s operations and dealings.
The code sets out the principles and practices, which are to be adhered to by:
(i). The Board of Directors (the “Directors”) of the Company, including the Chairman, Executive and Non-Executive Directors; and
(ii). The Senior Management executives of the Company, which includes all members of the Company’s leadership team, who are involved in formulating, reviewing, and executing policies, strategies, and day-to-day activities of the Company.
while performing their duties as part of the functioning team of the Company.
The Directors and the Senior Management of the Company are expected to observe the following Code of Business Ethics and Conduct.
❖ Honesty & Integrity:
The Directors and Senior Management will act in the best interest of the Company and fulfil their fiduciary obligations. They shall conduct their duties according to the highest ethical standards of honesty, fairness, integrity, accountability, confidentiality, legality and independence. They will lead themselves in professional and courteous manner.
They will act fairly towards the stakeholders viz, shareholders, employees, government, creditors, customers, and the general community at large by adhering to the standards of health, safety and equity legislation.
❖ Conflicts of Interest:
The Directors and Senior Management of the Company shall avoid activities, agreements, positions, business investments or interests, and any other situations that may result in a conflict of interest. Conflicts can arise in many situations. A conflict of interest occurs when personal interests interfere, or appear to interfere, with the interests of the Company. They will disclose their interest in the contracts entered by the Company, if any. Further the Directors and Senior Management of the Company shall ensure that any business or personal association, which may they have, does not involve any conflict of interest with the operations of the Company and his/her role therein.
❖ Confidential Information:
The Directors and Senior Management of the Company shall maintain confidentiality and not divulge directly or indirectly any information (except which is in the public domain) relating to the Company, its intellectual properties, its business, its customers/vendors and other sensitive information obtained during the course of their duties, either by knowledge derived in the course of participation in Board Meetings/Committee Meetings or from papers circulated to them in their capacity as officials of the Company. They refrain from disclosing such information without proper authorization.
Confidential information also includes any information relating to the company’s business and affairs that results in or would reasonably be expected to result in a significant change in the market value of the Companies securities or any information a reasonable investor would consider important in making an investment decision. Directors/ Senior Management must not use confidential information for their own advantage or profit directly or indirectly.
❖ Board Culture:
The Directors and Senior Management of the Company will make available and share the information relating to the affairs of the Company among the members of the Board to ensure efficient functioning of the operations of the Company. Further, the member of the Board shall ensure that transparent and responsible board culture exists in the organisation.
❖ Non–Compete:
Without taking prior consent of the Board Directors of the Company, Directors and Senior Management personnel shall not accept any position of influence or of pecuniary interest including directorship in any other organization whose business is in direct competition with that of the Company.
❖ Legal Compliance:
The Directors and Senior Management of the Company are required to comply with all applicable laws, rules and regulations, both in letter and in spirit while performing their duties and responsibilities. In order to assist the Company in promoting lawful and ethical behaviour, Directors must report any possible violation of law, rules, regulation or the code of conduct to the Company.
❖ Code for Prevention of Insider Trading:
Ensure compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015. Directors and Senior Management shall not engage in insider trading, and must not derive benefit or assist others to derive benefit by giving investment advice from the access to and possession of information about the Company, not in public domain and therefore constitutes insider information for personal gain or to benefit others.
❖ Protection of Company Assets:
Safeguard the Company’s assets, resources, and reputation, and ensure that they are used only for legitimate business purposes.
❖ Fair Dealing:
The Directors and Senior Management of the Company shall deal fairly with customers, suppliers, competitors, employees, and other stakeholders. Avoid practices that involve manipulation, concealment, or misrepresentation of material facts.
The Directors and Senior Management of the Company are expected to comply with and strictly adhere to the standards of conduct contained in this Code and underlying policies and procedures. The Company will regularly review compliance with this Code of Conduct. Directors and Senior Management are expected to adhere to the provisions of this Code and comply with all applicable laws, rules, and regulations. Any breach of the Code may result in disciplinary action.
The company is committed to continuously reviewing and updating the policies and procedures from time to time and accordingly, this Code can be modified, amended or waived of any of the provisions thereof. However, any such modification, alteration, replacement or waiver will take effect from such date as stated therein and the details of the same shall be put on the website of the Company.
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