CODE OF CONDUCT FOR DIRECTORS
&
SENIOR MANAGEMENT
OF
GAYATRI TISSUE & PAPERS LIMITED

A. INTRODUCTION & BACK GROUND

The Company firmly believes that Corporate Governance is very closely linked to the core values of the Company and is associated with best practices, a fine blend of law, regulation and voluntary practices with the overall objective of maximizing return for its stakeholders. Your Company believes in imbibing Best International Practices in the area of Corporate Governance with specific emphasis on ensuring accountability.

The Company is committed to transparency, accountability and fairness and contributing towards the social and environmental growth of the surroundings in which it operates.

The Company acknowledges that the Corporate Governance is not a substitute for good performance and rather good corporate governance is for good performance together with good values. Accordingly, the Company has sought to institutionalize best corporate governance practices mandated by Regulatory Authorities.

Gayatri Tissue & Papers Limited has adopted this code of conduct in order to describe the standards its Directors and Senior Management must meet the Standards are based on:

  • Professionalism and good business practices
  • Ethical and legal behaviour
  • Fair and appropriate consideration of the interests of all stakeholders
    (investors, customers, suppliers, employees, other commercial partners, government authorities and the public and environment)
  • Fair and respectful treatment of fellow employees
  • Loyalty to Gayatri Tissue & Papers limited

    • B. PURPOSE OF CODE

    The code seeks to serve the following purposes:-

    1. To articulate the high standards of honesty, integrity, ethical and law abiding behaviour expected of Directors and Senior Management Members.
    2. To encourage the observance of those standards to protect and promote the interests of shareholders and other stakeholders (including investors, employees, customers, suppliers and creditors)
    3. To guide Directors and Senior Management Members as to the Practices thought necessary to maintain confidence in the Company’s integrity; and
    4. To set out the responsibility and accountability of Directors and Senior Executives to report and investigate any reported violations of this code or unethical or unlawful behaviour.

    C. APPLICABILITY OF CODE

    This code of conduct describes Gayatri Tissue & Papers commitment to lawful and ethical conduct in all of its affairs. This code of conduct shall apply to all operations of the Company and supplements the present or future policies, guidelines and rules implemented by the Company. The spirit of this Code of Conduct shall govern the interpretation of all policies, guidelines and rules adopted by the Company.

  • This Code of Conduct is applicable to all Directors of the Company
  • This Code of Conduct is applicable to all Senior Management Members of the Company, from the rank of General Manager and above.
  • This Code of Conduct is applicable to any other employee or officer of the Company who has a direct functional reporting to the Board and also to any employee or officer of the Company, who has the opportunity to materially influence the strategy and operation of the business and Financial performance of the company.

    • D. CODE OF CONDUCT

    1. Honesty, Integrity, Ethical Conduct and Dignity :
      The Company’s Directors and Senior Management Members shall;
      1. Observe highest standard of honesty, integrity and ethical and law abiding behaviour in
        1. Performing their duties and
        2. Dealing with any Officer, Agent, Employee, Shareholder, Customer, Supplier, Auditor, Lawyer and Advisor of the Company.
      2. Foster a culture of honesty, integrity and ethical and law abiding behaviour among other Officers and Employees.
      3. Exercise the care, diligence and skill of a reasonably prudent person under comparable circumstances.
      4. Ensure to enhance and maintain the reputation of the company
      5. Strive to contribute toward the growth, stability and service that the company seeks to provide to its consumers, members, stakeholders and society in general.
      6. Conduct themselves in a professional, courteous, and respectful manner at all times.
      7. Make available to and share with fellow directors all information as may be relevant to ensure proper conduct and sound operation of the company.

        Directors and Senior Management Members shall deal on behalf of the Company with professionalism, honesty, integrity as well as high moral and ethical standards. Such conduct shall be fair, ethical and transparent enough to be perceived as such by others.

        The Directors and Senior Management Members shall not conduct themselves in such a manner as would be construed to be an incident of sexual harassment at the workplace. They shall not use abusive or offensive language at the workplace or any such location connected to official business and shall extend full cooperation and valuable assistance to other employees of the Company in accomplishing their goals in alignment with the goals and objectives set by the Company.
    2. Conflict of Interest
      The Company’s Directors and Senior Management Members must be aware of potential conflicts between (directly or indirectly):-
      1. On the one hand
        i. the interest of the Company; or
        ii. their duties to the Company and
      2. On the other hand
        i. their personal or external business interests; or
        ii. their duties to any third party
        • Every Directors and Senior Management Members must avoid placing himself or herself in a position that may lead to an actual or a potential conflict of interest or duty or a reasonable perception of an actual or potential conflict of interest or duty.
        • Every Director and Senior Management Member must fully and frankly inform the Board of any personal or external business interest that may lead to and actual or potential conflict of interest or duty or a reasonable perception of an actual or a potential. conflict of interest of duty and obtain and follow independent legal advice to avoid or resolve any actual, potential or perceived conflict of interest or duty.
        • Directors and Senior Management Members shall not accept(directly or indirectly) compensation (in any form) for services performed for the Company from any source other than the Company.
        • Directors and Senior Management Members shall not engage in any activity that interferes with their performance or responsibilities to the Company, or is otherwise in conflict with or prejudicial to the Company.
    3. Financial Reporting
      The Directors and the Senior Management Members shall manage the affairs of the Company with better accountability to shareholders and achieve transparency of operations with disclosure of both financial and non-financial data through annual and other periodical reports.

      The Directors and Senior Management Members shall ensure that the company prepares and maintains 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 in which the company conducts its business affairs.

      Internal accounting and audit procedures shall fairly and accurately reflect all of the company’s business transactions and disposition of assets. All required information shall be accessible to company auditors and other authorized parties and government agencies.
    4. Related Party Transactions
      Director or Senior Management Members or any of their relatives/associates should not derive any undue personal benefit or advantage by virtue of his position or relationship with the Company. As a general rule, Directors and Senior Management Members should void conducting Company business with a relative, or with a business in which a relative is associated in any significant role. Any dealings with a related party must be conducted in such a way that no preferential treatment is given and adequate disclosures are made as required by law and as per the applicable policies of the Company.
    5. Insider Trading
      Directors/Senior Management Members having inside Information about the Company shall not sell, purchase or otherwise trade in stock, derivatives or other securities of the Company or disclose such information to another person.

      Director and Senior Management Members and their immediate families 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. Directors and Senior Management Members are required to comply with the Company’s Code of Conduct on prevention of Insider trading.
    6. Emphasizing Diligence
      Independent Directors should ensure that they have the requisite time, training and facilities to adequately discharge their duties and responsibilities. Further, they would have to disclose their other significant commitments, if any, which are likely to affect or interfere with the proper functioning of themselves and the Board.
    7. Equal Opportunity And Employment
      The Company is committed to a policy of equal employment opportunity so as to assure that there shall be no discrimination or harassment against an employee or applicant on the grounds of race, color, religion, sex, age, marital status, disability, national origin, or any other factor made unlawful by applicable laws and regulations. This policy relates to all phases of employment including recruitment, hiring, placement, promotion, transfer, compensation, benefits, training, educational, social and recreational programs and the use of Company facilities. Sexual harassment is specifically prohibited. Directors and Senior Management Members shall ensure due compliance.
      The Directors/Senior Management Members shall practice a conduct that promotes equality of gender, class, caste and opportunity and should promote the same values and also exercise their duties in a manner that encourages healthy, personal and career growth of the employees of the Company.
    8. Protection of Environment
      The Company is committed to conduct its business in a manner that values the environment and helps to ensure the safety and health of its Directors or Employees. It is the Company’s policy to comply with or applicable environmental safety and health laws and regulations; to apply reasonable standards where such laws or regulations do not exist; and to seek ways to achieve excellence in these critically important areas. The Company will strive to implement industry recognized best Practices wherever possible.
      The Directors/ Senior Management Members shall, in their decision asking process, respect the necessity of protecting the environment around them, of the Country and of the global environment as a whole and in doing so, shall ensure compliance of the applicable laws, rules and regulations.
    9. Sharing of Information
      The Director/Senior Management Members shall not give any statement/information to the press or any other form of media without due authorization from the Board or its Chairman or the Managing Director.
      All public disclosures, including forecasts, press releases, speeches, and other communications, will be honest, accurate, timely and representative of the facts.

    F. DUTY OF CONFIDENTIALITY

  • Any information acquired by Director or Senior Management Members while performing their duties is confidential information of the Company and must be kept strictly confidential. A Director or Senior Management Members must not disclose information to a third party except where the disclosure is (a) authorized by the Board or (b) required by Law or a Regulatory Body (including a relevant Stock Exchange).
  • The confidentiality obligations of each Director and Senior management Members shall continue after he or she ceases to be associated with the Company.

    • G. REPORTING

    Company Secretary shall be the Compliance Officer for the purpose of this code. Directors and Senior Management Members are required to report observed violations of the Code and illegal or unethical behaviour to the Compliance Officer. All reports will be treated in a confidential manner and it is Company’s policy to not allow retaliation for reports made in good faith of misconduct by others. In accordance with an established, documented & approved process the Company will undertake review & where appropriate, investigations of alleged violations or misconduct.


    H. DISCIPLINARY ACTIONS

    The matters covered in this Code of Business Conduct and Ethics are of the utmost importance to the Company, its stockholders and its business partners, and are essential to the Company's ability to conduct its business in accordance with its stated values. We expect all of our Directors and Senior Management Members to adhere to these rules in carrying out their duties for the Company.


    The Company will take appropriate action against any Director and Senior Management Members whose actions are found to violate these policies or any other policies of the Company. Disciplinary actions may include immediate termination of directorship, employment or business relationship at the Company's sole discretion.


    I. WAIVERS & AMENDMENTS

    Any waiver of any provision of this code for a Member of the Company’s Board of Directors or a Senior Management must be approved in writing by the Company’s Board of Directors and appropriately disclosed. Based on the business requirements and applicable regulations the code may be amended by the Board of Directors from time to time.


    IMPLEMENTATION

    This code of conduct shall be implemented effective April 26, 2010.

    ACKNOWLEDGEMENT

    All Board Members and Senior Management Members shall acknowledge the receipt of this code in the acknowledgement form appended to this Code indicating that they have received, read and understood, and agreed to comply with the code and send the same to the Compliance Officer. New Directors and new Senior Management Appointees will submit such an acknowledgment at the time when their directorship/ employment begin.


    ACKNOWLEDGMENT OF RECEIPT OF CODE OF BUSINESS CONDUCT AND ETHICS

    I have received and read the Company's Code of Business Conduct and Ethics. I understand the standards and policies contained in the Company Code of Business Conduct and Ethics and understand that there may be additional policies or laws specific to my job or role. I further agree to comply with the Company Code of Business Conduct and Ethics.


    If I have questions concerning the meaning or application of the Company Code of Business Conduct and Ethics, any Company policies, or the legal and regulatory requirements applicable to my role or job, I know I can consult the Compliance Officer or the Human Resources Department knowing that my questions or reports to these sources will be maintained in confidence.



    Name :________________________

    Designation :________________________

    Signature :________________________

    Date :________________________


    Please sign and return this form to the Compliance Officer.