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annual
compliance report
| acknowledgement
form
Introduction
This Code of Conduct (hereinafter referred to as "the
Code") has been framed and adopted by Hindalco
Industries Limited (hereinafter referred to as "the
Company") in compliance with the provisions of
Clause 49 of the Listing Agreements entered into by
the Company with the Stock Exchanges.
Applicability
The Code applies to the Members of Board of Directors
(hereinafter referred to as "Board Members) and
Members of the Senior Management Team of the Company
one level below the Executive Directors, viz. Business
Heads, Unit Heads, Presidents, Joint Presidents and
all other executives having similar or equivalent rank
in the Company and the Company Secretary of the Company
(hereinafter referred to as "Senior Managers").
The
Company Secretary shall be the Compliance Officer for
the purpose of this Code.
The
Code as framed and as amended from time to time shall
come into force with effect from 1st January, 2006 and
future amendments / modifications shall take effect
from the date stated therein.
The
Code shall be posted on the website of the Company.
Code
of conduct
The Board Members and Senior Managers shall observe
the highest standards of ethical conduct and integrity
and shall work to the best of their ability and judgement.
The
Board Members and the Senior Managers of the Company:
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1
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Shall maintain and help the Company in maintaining
highest degree of Corporate Governance practices. |
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2
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Shall act in utmost good faith and exercise due
care, diligence and integrity in performing their
office duties. |
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3
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Shall ensure that they use the Company's assets,
properties, information and intellectual rights
for official purpose only or as per the terms of
their appointment. |
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4
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Shall not seek, accept or receive, directly or
indirectly, any gift, payments or favour in whatsoever
form from Company's business associates, which can
be perceived as being given to gain favour or dealing
with the Company and shall ensure that the Company's
interests are never compromised. |
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5
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Shall maintain confidentiality of information
entrusted by the Company or acquired during performance
of their duties and shall not use it for personal
gain or advantage. |
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6
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Shall not commit any offences involving morale
turpitude or any act contrary to law or opposed
to the public policy. |
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7
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Shall not communicate with any member of press
or publicity media or any other outside agency on
matters concerning the Company, except through the
designated spokespersons or authorised otherwise. |
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8
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Shall not, without the prior approval of the Board
or Senior Management, as the case may be, accept
employment or a position of responsibility with
any other organization for remuneration or otherwise
that are prejudicial to the interests of the Company
and shall not allow personal interest to conflict
with the interest of the Company. |
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9
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Shall in conformity with applicable legal provisions
disclose personal and/ or financial interest in
any business dealings concerning the Company and
shall declare information about their relatives
(spouse, dependent children and dependent parents)
including transactions, if any, entered into with
them. |
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10
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Shall ensure compliance of the prescribed safety
& environment related norms and other applicable
codes, laws, rules, regulations and statutes, which
if not complied with may, otherwise, disqualify
him/ her from his/ her association with the Company. |
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11
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Shall ensure compliance with SEBI (Prohibition
of Insider Trading) Regulations, 1992 as also other
regulations as may become applicable to them from
time to time. |
Annual
compliance reporting
Board Member and Senior Managers shall affirm compliance
with this Code on an annual basis as at the end of the
each financial year of the Company (as per Appendix
I within 7 days of the close of every financial year).
Acknowledgement
of receipt of the code
Each Board Members and Senior Managers both present
and future shall acknowledge receipt of the Code or
any modification(s) thereto, in the acknowledgement
form annexed to this Code as Appendix - II and forward
the same to the Compliance Officer.
Any
breach of the aforesaid Code brought to the notice of
the Compliance Officer or any member of the Board or
Senior Management shall be reported to the Board of
Directors of the Company for necessary action.
30 December 2005
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