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Code of Conduct

 
 
  • PreambleDirectors 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. They are also not expected to use any of the Company’s assets or information relating to its business, which may come to their control or possession in order to gain any advantage to themselves at the cost of the Company or its shareholders.In addition to their fiduciary duties, Directors owe a duty of care to the Company and not to act negligently in the management of its affairs, the standard of care being that of a prudent and reasonable man looking after his own affairs. These fiduciary duties and the duty of care however are towards the Company comprising the shareholders collectively as a corporate body and not to any shareholder individually.
  • Code of Conduct Based on the above principles the Directors of Ipca are expected to observe the following Code of Business Ethics and Conduct (Code).
    1. Honesty & Integrity All Directors shall conduct their activities, on behalf of the Company and on their personal behalf with honesty, integrity and fairness. All Directors will act in good faith, responsibility, with due care, competence and diligence, without allowing their independent judgment to be subordinated. Directors will Act in the best interests of the Company and fulfill their fiduciary obligations.
    2. Conflicts of Interest IntroductionThe Company respects the right of any director to participate in outside financial business or other activities, provided those activities are legal and do not conflict with the director’s duties. Accordingly, directors are to avoid any business or other relationship that may create a conflict with the best interests of the Company. Conflicts can arise in many situations. They occur most often in cases where a director, or member of the director’s family obtains some personal benefit which may be at the expense of the Company’s best interests. It is impossible to cover every potential conflict situation and at times it will not be easy to distinguish between proper and improper activity. In doubtful cases, directors should adopt the highest standard of conduct or consult the Company before taking action. Set forth below are some of the more common circumstances that may lead to a conflict of interest and the duties of directors in connection with such developments.
      Outside Activities and Business Interests At least annually directors are required to disclose to the Company any activity or investment of the director or any member of the director’s immediate family that raises a potential conflict of interest and falls into one of the following categories.
      • Service as an employee, officer, director, agent or consultant of any entity
      • Participation as a sole proprietor, partner, joint venturer or holder of Five Percent (5%) or more of any class of stock in any entity
      • Investments in or business activity involving any competitor, joint venturer, strategic alliance partner or financing institution of any of the Company
      • Transactions valued at Fifty Thousand Rupees or more involving any person or entity that supplies goods or services to the Company and participation in any investment or business activity with any director, officer or Five Percent (5%) or greater stockholder of the Company

      In the event that a director enters into a new relationship of one of the types listed above in the interim between reports to the Company and where the director believes in good faith that such new relationship presents significant potential for a conflict of interest to arise, the director is required to notify the Company of the new relationship prior to the next meeting of the Board or of any committee of the Board on which the director serves.

      Significant Interested Transactions Transactions between the Company and any entity in which a director, or a member of the director’s immediate family has a substantial interest can create possible conflicts of interest. Accordingly, promptly after becoming aware of any significant transaction between any one of the Company and (i) the director, (ii) a member of the director’s immediate family, or (iii) a corporation or other business entity in which the director or a member of the director’s immediate family serves as a director, officer, owner, 2% or greater stockholder or partner, the director shall disclose such transaction to the Company. Thereafter, to the extent any aspect of the transaction comes before the Board, or a committee of the Board on which the director serves, the director shall abstain from consideration and voting on such matter.
    3. Confidentiality Directors shall keep confidential and not divulge directly or indirectly any information (except which is in the public domain) relating to the Company, its intellectual properties, its business and its customers/vendors which they have become aware of in the course of their directorship either by knowledge derived in the course of participation in Board Meetings/Committee Meetings or from papers circulated to them as Director. Directors shall not also make use of such information for any purpose other than for the benefit of the Company.
    4. Not to Make Secret Profit A Director shall not make any secret profit out of his position. If a Director receives information on a potential business opportunity in his capacity as a Director of the Company he shall not use that opportunity for his own purpose.
    5. Investment in Shares of the Company/Code for Prevention of Insider Trading Directors shall not deal in the Company’s securities on a short–term basis. They also have to accept that they are not at all times free to deal in the Company’s securities and they are bound by the Company’s ‘Code of Conduct for Prevention of Insider Trading’ which shall be deemed to be a part of this ‘Code of Conduct’. Any director of the Company shall 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. All Directors will comply with insider trading guidelines as issued by SEBI.
    6. Non–Compete Without taking prior consent of the Board Directors of the Company, Directors 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.
    7. Other Directorships The Company feels that serving on the Board of Directors of other Companies may raise substantial concerns about potential conflict of interest. And therefore, all Directors must report / disclose such relationships to the Board on an annual basis. It is felt that service on the Board of a direct competitor is not in the interest of the Company.
    8. Not To Contract Individually A Director shall not act on behalf of the Company with any party or commit himself on behalf of the Company in regard to any arrangement or contract of a binding nature, unless specifically authorized by the Board in that behalf.
    9. Gifts & Donations No director of the Company shall receive or offer, directly or indirectly, any gifts, donations, remuneration, hospitality, illegal payments and comparable benefits which are intended (or perceived to be intended) to obtain business (or uncompetitive) favours or decisions for the conduct of business. Nominal gifts of commemorative nature, for special events may be accepted and reported to the Board.
    10. Protection of Assets Directors must protect the Company’s assets, labour and information and shall not use these for personal use, unless approved by the Board.
    11. Compliance Directors are required to comply with all applicable laws, rules and regulations, both in letter and in spirit. 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.
    12. Employee Directors A Wholetime Director/Executive Director, who is an employee of the Company shall, in addition to the above, be bound by the terms and conditions of his employment with the Company. He has to wholeheartedly devote his time and attention to the affairs and business of the Company within his remit and has to ensure all legal compliances on behalf of the Company in the area of work for which he has been made responsible.
    13. Voting When a Director exercises his voting right as a shareholder at any general meeting of the Company he is free to vote in his own best interest like any other shareholder. However, when a Director votes as a Director in any Board Meeting or Committee Meeting he does so in his fiduciary capacity and is bound to vote not in his own personal interest but in what he considers to be the best interests of the Company.
    14. Periodic Review Once every year or upon revision of this code, every Director must acknowledge and execute an undertaking to comply with this code. New Directors will sign such an undertaking at the time when their directorship begins.
    15. The roles, functions and duties of the Independent Directors are mentioned in the appointment letter given to them and placed on the Company’s website.
  • The Code is a guide to professional conduct for independent directors. Adherence to these standards by independent directors and fulfilment of their responsibilities in a professional and faithful manner will promote confidence of the investment community, particularly minority shareholders, regulators and companies in the institution of independent directors.
  • Guidelines of professional conduct
    An independent director shall
    1. uphold ethical standards of integrity and probity
    2. act objectively and constructively while exercising his duties
    3. exercise his responsibilities in a bona fide manner in the interest of the company
    4. devote sufficient time and attention to his professional obligations for informed and balanced decision making
    5. not allow any extraneous considerations that will vitiate his exercise of objective independent judgment in the paramount interest of the company as a whole, while concurring in or dissenting from the collective judgment of the Board in its decision making
    6. not abuse his position to the detriment of the company or its shareholders or for the purpose of gaining direct or indirect personal advantage or advantage for any associated person
    7. refrain from any action that would lead to loss of his independence
    8. where circumstances arise which make an independent director lose his independence, the independent director must immediately inform the Board accordingly
    9. assist the company in implementing the best corporate governance practices
  • Role and functions
    The independent directors shall
    1. help in bringing an independent judgment to bear on the Board’s deliberations especially on issues of strategy, performance, risk management, resources, key appointments and standards of conduct
    2. bring an objective view in the evaluation of the performance of board and management
    3. scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance
    4. satisfy themselves on the integrity of financial information and that financial controls and the systems of risk management are robust and defensible
    5. safeguard the interests of all stakeholders, particularly the minority shareholders
    6. balance the conflicting interest of the stakeholders
    7. determine appropriate levels of remuneration of executive directors, key managerial personnel and senior management and have a prime role in appointing and where necessary recommend removal of executive directors, key managerial personnel and senior management
    8. moderate and arbitrate in the interest of the company as a whole, in situations of conflict between management and shareholder’s interest
  • Duties
    The independent directors shall
    1. undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the company
    2. seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice and opinion of outside experts at the expense of the company
    3. strive to attend all meetings of the Board of Directors and of the Board committees of which he is a member
    4. participate constructively and actively in the committees of the Board in which they are chairpersons or members
    5. strive to attend the general meetings of the company
    6. where they have concerns about the running of the company or a proposed action, ensure that these are addressed by the Board and, to the extent that they are not resolved, insist that their concerns are recorded in the minutes of the Board meeting
    7. keep themselves well informed about the company and the external environment in which it operates
    8. not to unfairly obstruct the functioning of an otherwise proper Board or committee of the Board
    9. pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure themselves that the same are in the interest of the company
    10. ascertain and ensure that the company has an adequate and functional vigil mechanism and to ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use
    11. report concerns about unethical behaviour, actual or suspected fraud or violation of the company’s code of conduct or ethics policy
    12. acting within his authority, assist in protecting the legitimate interests of the company, shareholders and its employees
    13. not disclose confidential information, including commercial secrets, technologies, advertising and sales promotion plans, unpublished price sensitive information, unless such disclosure is expressly approved by the Board or required by law
  • Manner of appointment
    1. Appointment process of independent directors shall be independent of the company management; while selecting independent directors the Board shall ensure that there is appropriate balance of skills, experience and knowledge in the Board so as to enable the Board to discharge its functions and duties effectively
    2. The appointment of independent director(s) of the company shall be approved at the meeting of the shareholders
    3. The explanatory statement attached to the notice of the meeting for approving the appointment of independent director shall include a statement that in the opinion of the Board, the independent director proposed to be appointed fulfils the conditions specified in the Act and the rules made thereunder and that the proposed director is independent of the management
    4. The appointment of independent directors shall be formalised through a letter of appointment, which shall set out
      • the term of appointment
      • the expectation of the Board from the appointed director; the Board–level committee(s) in which the director is expected to serve and its tasks
      • the fiduciary duties that come with such an appointment along with accompanying liabilities
      • provision for Directors and Officers (D and O) insurance, if any
      • the Code of Business Ethics that the company expects its directors and employees to follow
      • the list of actions that a director should not do while functioning as such in the company; and
      • the remuneration, mentioning periodic fees, reimbursement of expenses for participation in the Boards and other meetings and profit related commission, if any
    5. The terms and conditions of appointment of independent directors shall be open for inspection at the registered office of the company by any member during normal business hours
    6. The terms and conditions of appointment of independent directors shall also be posted on the company’s website
  • Re–appointment The re–appointment of independent director shall be on the basis of report of performance evaluation.
  • Resignation or removal
    1. The resignation or removal of an independent director shall be in the same manner as is provided in sections 168 and 169 of the Act
    2. An independent director who resigns or is removed from the Board of the company shall be replaced by a new independent director within a period of not more than one hundred and eighty days from the date of such resignation or removal, as the case may be
    3. Where the company fulfils the requirement of independent directors in its Board even without filling the vacancy created by such resignation or removal, as the case may be, the requirement of replacement by a new independent director shall not apply
  • Separate meetings
    1. The independent directors of the company shall hold at least one meeting in a year, without the attendance of non–independent directors and members of management
    2. All the independent directors of the company shall strive to be present at such meeting
    3. The meeting shall
      • review the performance of non–independent directors and the Board as a whole
      • review the performance of the Chairperson of the company, taking into account the views of executive directors and non–executive directors
      • assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties
  • Evaluation mechanism
    1. The performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated
    2. On the basis of the report of performance evaluation, it shall be determined whether to extend or continue the term of appointment of the independent director
  • Preamble ‘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.
  • Code of Conduct Based on the above principles the Senior Management Personnel of Ipca are expected to observe the following Code of Conduct.
    1. Avoidance of Conflict of InterestSenior Management Personnel having financial, personal or family interest in a vendor, customer or competitor shall make such interest known to their immediate superiors and shall abstain from the decision–making process related to such vendor, customer or competitor. For this purpose ‘family’ will mean spouse, children, brothers, sisters and parents.
    2. Business Integrity and EthicsSenior Management Personnel shall adhere to the highest standard of integrity and ethics in discharge of their functions. While exercising the authorities and discharging the responsibilities assigned to them they are expected to conduct themselves in such a manner as to avoid any act which may bring embarrassment to the Company and to themselves.
    3. Terms and Conditions of Employment and Legal ComplianceSenior Management personnel shall strictly comply with the terms and conditions of their employment with the Company including the Rules and Regulations as applicable to them in accordance with the Company’s HR policy as in force from time to time. They shall provide the necessary support to the Wholetime Director/Executive Director in ensuring that all national and local laws, regulations and customs falling within their respective areas are complied with.
    4. Investment in Shares of the Company/Code for Prevention of Insider TradingSenior Management personnel shall not deal in the Company’s securities on a short–term basis. They have also to accept that they are not free to deal in the Company’s securities at all times and they are bound by the Company’s ‘Code of Conduct for Prevention of Insider Trading’ which shall be deemed to be a part of this ‘Code of Conduct’.
    5. Not to Make a Secret ProfitSenior Management personnel shall not make any secret profit out of their position. If they receive information on a potential business opportunity in their official capacity they shall not use that opportunity for their own purpose.
    6. ConfidentialitySenior Management personnel shall keep confidential and not divulge directly or indirectly any information (except which is in the public domain) relating to the Company, its intellectual properties including technology and business processes, its business and its customers/vendors which they have become aware of in the course of their employment with the Company. They shall also not make use of such information for any purpose other than for the benefit of the Company.
    7. Non–CompeteWithout taking prior consent of the Company, Senior Management personnel shall not accept any position of influence or of pecuniary interest in any other organization whose business is in direct competition with that of the Company. Upon leaving the Company owing to retirement or for any other reason after serving for 5 years or more, they shall not, for a period of 3 years, take up employment with any competitor.
    8. Periodic ReviewOnce every year or upon revision of this code, every senior management personnel of the Company must acknowledge and execute an undertaking to comply with this code. New senior management personnel will sign such an undertaking at the time when their employment begins.
  • PurposeWe conduct our business with honesty and integrity and in compliance with all applicable legal and regulatory requirements in order to build a successful organization. This Code of Conduct sets out the fundamental standards to be followed by all Ipca employees in their everyday actions on behalf of the Company. Further guidance on the Company’s standards in specific areas, wherever, will be provided through further corporate policies and guidelines from time to time.
  • ScopeThis Code of Conduct policy applies to all Ipca employees, worldwide, within all sectors, regions, areas and functions.
  • PolicyEach Ipca Laboratories Limited employee must.
    1. Conduct the Company’s business with honesty and integrity and in a professional manner that protects the Company’s public image and reputation
    2. Build relationships with customers, vendors and fellow employees based on trust and treat every other individual with respect and dignity in the conduct of Company’s business
    3. Become familiar with and comply with all applicable legal requirements as well as Company’s policy and procedures
    4. Avoid any activities that could involve or lead to involvement in any unlawful activity or do any harm to the Company’s reputation or image
    5. Avoid actual or potential conflicts or interests with that of Company in all transactions
    6. Provide accurate and reliable information in records submitted, safeguard the Company’s confidential information, as well as respect the confidential information of other parties with whom the Company does business
    7. Promptly report to the Company any violations of law or Company policies that come to the employee’s attention and cooperate fully in any audit, enquiry, review or investigation by the Company or any regulatory agency.Every employee has a duty of undivided loyalty to Ipca. This means that employees should make decisions objectively and in the Company’s best interests. For these reasons, each employee should either avoid or fully disclose in writing to the Company any activity, interest, association or relationship that could conflict with the independent exercise of his or her judgment in the best interests of the Company
    8. Every employee should adhere to Company’s five core values – Qualiti, Safeti, Integriti, Digniti and Responsibiliti
    9. Every employee should adopt Company’s Whistle Blower Policy to surface unethical practices, within the Company, if any, comes to his/her knowledge
  • Responsibility
    1. All employees must uphold these standards in the conduct of Company business. The Company must handle in a manner consistent with these standards and related policies all actual and apparent conflicts of interest between personal and professional relationships and all other matters governed by this code and such related policies. If a decision about a particular action is not covered specifically by this code or related corporate policies, employees are required to seek guidance from their supervisor or appropriate internal resources such as the Legal Department, Human Resources or Company’s Compliance Officer
    2. Senior management should be a role–model for these standards by visibly demonstrating support and by regularly encouraging adherence by all managerial staff. Managers should ensure all their employees receive guidance, training and communication on ethical behavior and legal compliance relevant to their duties for the Company
    3. Failure by any employee to comply with this or any Ipca’s policy will subject such employee to disciplinary action up to and including separation from employment with the Company
  • Reporting ViolationsTo report violations of the Policy without fear of restriction, or to request advice when in doubt about the propriety of some action, call or write to:

    Compliance Officer
    Ipca Laboratories Limited,
    Plot No. 125, Kandivli Industrial Estate,
    Kandivli (West), Mumbai – 400 067.

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