I. PURPOSE:
The purpose of this Code is to serve as a guide to the
Directors and Senior Management Personnel of JUVENOR HEALTHCARE PRIVATE LIMITED
on the principles of integrity, transparency, business ethics and to set up
standards for compliance of Corporate Governance.
II.
GUIDELINES:
The Directors and Senior Management Executives of the
Company shall:
·
Act within the authority
conferred upon or delegated to them.
·
Exercise independent judgement
on issues of strategy, performance and policy matters.
·
Apply themselves diligently and
objectively in discharging their responsibilities.
·
Dedicate sufficient time and
attention to the Company’s business to ensure diligent performance of their
duties.
·
Endeavour to attend all the
meetings of the Board and its Committees of which they are members or invitees.
·
Actively participate in the
discussion and decision making at the meetings.
III.
APPLICABILITY:
This code of conduct is applicable to all the directors and
senior management of JUVENOR HEALTHCARE PRIVATE LIMITED. Senior Management
means all Executives as specified by the Board from time to time.
IV.
HONESTY & INTEGRITY:
All the Directors and Senior Management Personnel of the
Company shall conduct their activities on behalf of the Company and on their
own behalf, with honesty, integrity and fairness. The Directors and Senior
Management Personnel of the Company will act in the best interests of the
Company and fulfil the fiduciary obligations.
V.
CONFLICT OF INTEREST:
If an individual’s personal interest interferes with the
interests of the Company, a ‘conflict of interest’ arises. In such a situation
the Directors/ Senior Management must promptly disclose the details to the
Board of Directors.
VI.
COMPANY PROPERTY:
The Directors and Senior Management of JUVENOR HEALTHCARE
PRIVATE LIMITED should protect the Company’s assets and ensure their efficient
use. All company assets should be used only for legitimate business purposes.
VII.
CONFIDENTIALITY:
·
Any information concerning the
Company’s business, its customers, suppliers, etc.
shall be
considered as confidential.
·
No Directors or Senior
Management Executive shall provide any information
concerning
the Company or its business or its customers, suppliers etc., either
to any
person.
·
Directors must ensure that the
information is not used by them for the benefit of any of the Company’s
competitors or other parties who, if in possession of the said information, may
use it in a manner inconsistent with the Company’s interests.
·
The obligation of
confidentiality shall continue even after such person ceases to be
Director or Senior Management Executive of the
Company.
VIII.
FAIR DEALING:
The Directors and Senior Management Personnel should
endeavor to deal fairly and
not seek to take unfair advantage of the Company.
IX.
COMPLIANCE WITH LAWS AND REGULATIONS:
The Directors and Senior Management Personnel should comply
with all the applicable laws, rules and regulations for the time being in
force.
X.
NON-COMPLIANCE:
Suspected violations of this Code may be reported to the
Chairman of the Board or the Chairman of the Audit Committee. All reported
violations shall be appropriately investigated.
XI.
ANNUAL AFFIRMATION:
The Directors and Senior Management shall affirm compliance
with the Code as on 31st March of each year.