- This Code of Conduct (hereinafter referred to as the "Code") shall be
called "The Code of Conduct for Board of Directors (hereinafter referred to
as the "Board") and Senior Management Personnel" of IFCI Limited
(hereinafter referred to as the "Company")
- Clause 49 of the Listing Agreement entered into with the Stock Exchanges requires,
as part of Corporate Governance, that the listed entities lay down a Code of Conduct
for Directors on the Board of an entity and its Senior Management. Senior Management
has been defined to include personnel who are members of its Core Management and
Functional Heads excluding Board of Directors.
- The principles prescribed in this Code are general in nature and lay down broad
standards of compliance and ethics.
- The purpose of this Code is to enhance ethical and transparent process in managing
the affairs of the Company, and thus to sustain the trust and confidence reposed
in the Board and Senior Management Personnel by the Shareholders of the Company.
The Board and Senior Management Personnel are expected to understand, adhere to,
comply with and uphold the provisions of this Code and the standards laid down hereunder
in their day-to-day functioning.
- This Code shall be applicable to the following persons:
- Board of Directors of the Company
- Senior Management Personnel of the Company, being members of Core Management Team
and Functional Heads
- This Code would be applicable in addition to the existing Staff Regulations of IFCI.
The Board and Senior Management Personnel shall act within the authority conferred
upon them by the Company and under applicable law, keeping the best interests of
the Company in view and shall:
- Act with professionalism, utmost care, skill, diligence, honesty, good faith and
integrity as well as high moral and ethical standards.
- Fulfill their fiduciary obligations without allowing their independence of judgment
to be compromised.
- Act fairly and transparently and not participate in any decision-making process
on a subject matter in which a conflict of interest exists or is likely to exist
such that an independent judgment of the Company’s best interest cannot be exercised.
- The Company shall continue to be committed in all its actions to benefit the economic
development of the nation and shall not engage in any activity that would adversely
affect such objective.
FINANCIAL REPORTING AND RECORD
- The Company shall continue to prepare and maintain its accounts fairly and accurately
in accordance with the accounting and financial reporting standards which represent
the generally accepted guidelines, principles, standards, laws and regulations of
the country. Internal accounting and audit procedures shall fairly and accurately
reflect all of the Company business transactions and disposition of assets.
- The Company shall continue to abide by the Corporate Disclosure Practices as specified
by the appropriate external regulatory authorities.
- The Company shall make full, fair and accurate disclosures in the periodic reports
required to be filed with the Government and regulatory agencies. The Senior Management
Personnel shall initiate all actions deemed necessary for proper dissemination of
relevant information to the Board, Auditors and other Statutory Agencies, as may
be required by applicable laws, rules and regulations.
- Notwithstanding that any instances of Conflict of Interest exist due to any historical
reasons, adequate and full disclosure by the interested member of the Board/Senior
Management Personnel should be made to the Company. It is also incumbent upon every
member of the Board and the Senior Management Personnel to make a full disclosure
of any interest at the time of decision-making which he or his immediate family,
which would include parents, spouse and children, may have in a company or firm
which has business dealings with the Company.
- The Board and Senior Management Personnel must not deprive the Company of an opportunity
that belongs to it, for his/her own/other's advantage, if he/she is in a position
of diverting the Corporate Opportunity for own benefit or to others to the detriment
of the Company. They must not compete with the Company in respect of any business
- Every member of the Board and Senior Management Personnel shall, in his/her business
conduct, comply with all applicable laws, rules and regulations, both in letter
and in spirit, in all the territories in which he/she operates. Any inadvertent
non-compliance, if detected subsequently, should be rectified/reported to the concerned
PUBLIC REPRESENTATION AND CONFIDENTIALITY OF INFORMATION
- The information for the public constituents and stakeholders, duly approved by the
Compliance Officer or other authorized official, as the case may be, shall be disseminated
through any of the following media:
- Newspaper publications
- Web casting on the official website
- Press handouts and press releases
- Audio and audio-visuals prepared for the specific purpose.
- A Director or Senior Management Personnel of the Company and their family members
shall not derive any benefit or assist others to derive any benefit from the access
to and possession of information about the Company which is not in the public domain
and thus constitutes insider information. They shall maintain confidentiality of
all price sensitive information. Unpublished price sensitive information would be
disclosed only to those within the company who need the information to discharge
- Insider Trading involves the improper use of non-public price sensitive information
when dealing in securities. Employees are prohibited from engaging in insider trading
as detailed in the Code of Conduct for Prevention of Insider Trading.
USE OF THE COMPANY NAME/LOGO/TRADEMARK
- The Board or Senior Management Personnel shall not use the name of the Company,
its logo or trademark for personal benefit or for the benefit of persons / entities
not forming part of the IFCI Group.
CORPORATE SOCIAL RESPONSIBILITY
- The Company shall continue to be committed to be a good corporate citizen not only
in compliance with all relevant regulating laws and regulations but also by actively
assisting in the improvement of the quality of life of the people in the communities
in which it operates with the objective of making them self reliant.
- The Company shall continue to provide equal opportunities to all its employees and
all qualified applicants for employment without regard to their race, caste, religion,
colour, ancestry, marital status, sex, age, nationality, disability etc. Employees
of the Company shall be treated with dignity and in accordance with the Company
policy to maintain a work environment free of sexual harassment, whether physical,
verbal or psychological. Employee policies and practices shall be administered on
a non-discriminatory basis in all matters relating to recruitment, training, compensation,
benefits, promotion, transfers and all others terms and conditions of employment.
- The Company is committed to enhance shareholder value and shall comply with all
regulations and laws that govern shareholders' rights. The Board and Senior Management
Personnel of the Company shall duly and fairly inform its shareholders about all
relevant aspects of the organization’s business and disclose such information in
accordance with the respective regulations and agreements.
PROTECTION OF COMPANY’S ASSETS AND RESOURCES
- Each member of the Board and Senior Management Personnel has a duty towards the
Company to advance its legitimate interests while dealing with the Company’s assets
- The Board and Senior Management Personnel shall not misuse, for personal gain or
otherwise, the assets of the Company.
HEALTH SAFETY AND ENVIRONMENT
- The Company, Board and the Senior Management Personnel shall strive to provide a
safe and healthy working environment and comply, in the conduct of its business
affairs, with all regulations regarding the preservation of the environment of the
territory it operates in.
COMPLIANCE WITH GOOD CORPORATE GOVERNANCE PRACTICES
- Each member of the Board of Directors and Senior Management Personnel of the Company
(to the extent relevant) should adhere to the following so as to ensure compliance
with good Corporate Governance Practices:
- Attend Board Meetings regularly and participate in the deliberations and discussions
- Involve actively in the matter of formulation of general policies.
- Be familiar with the broad objectives of the Company and the policies laid down
by the Government and the various laws and legislations.
- Ensure confidentiality of the Company’s Agenda Papers, Notes and Minutes.
AMENDMENTS TO THE CODE OF CONDUCT
- The provisions of this Code can be amended and modified by the Board of Directors
of the Company from time to time and all such amendments and modifications shall
take effect from the date stated therein.
PLACEMENT TO THE CODE OF CONDUCT ON WEBSITE
- Pursuant to Clause 49 of the Listing Agreement, this Code and any amendments thereto
shall be posted on the website of the Company.
ENFORCEMENT OF THE CODE OF CONDUCT
- Each member of the Board and Senior Management Personnel shall be accountable for
fully complying with this Code.
ETHICS AND COMPLIANCE COMMITTEE
- The Ethics and Compliance Committee comprising the Chief Executive Officer of the
Company, Chief Vigilance Officer of the Company and the Compliance Officer and any
other officer so nominated, will oversee the compliance of this Code.
VIOLATION OF THE CODE
- The Board shall have the powers to take necessary action in case of any violation
of the Code.