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Code of Business Conduct and Ethics

 

CODE OF BUSINESS CONDUCT AND ETHICS FOR
BOARD MEMBERS AND SENIOR MANAGEMENT

1.0       Introduction

 

1.1       This Code shall be called “The Code of Business Conduct & Ethics for Board Member and Senior Management” of Garden Reach Shipbuilders & Engineers Ltd. (hereinafter referred to as the Company”)

1.2       The purpose of this Code is to enhance ethical and transparent process in managing the affairs of the Company.

1.3       This Code for Board Members and Senior Management has been framed specially in compliance of the provisions of Clause 49 of the Listing Agreement with Stock Exchange and as per the Guidelines of DPE.

1.4       It  shall come into force with immediate effect..

2.0       Definitions and Interpretations:

2.1       The term “Board Members” shall mean Directors on the Board of Directors of the Company.

2.2       The term “Whole time Directors” or “Functional Directors” shall be the Directors on the Board of Directors of the Company who are in whole-time employment of the Company.

2.3       The term “Part time Directors” shall mean Directors on the Board of Directors of the Company who are not in whole time employment of the Company.

2.4       The term “Relative” shall have the same meaning as defined in Section 6 of the Companies Act, 1956 (Appendix-1).

2.5       The term “Senior Management” shall mean personnel of the Company who are members of its core management team excluding Board of Directors and would comprise all members of management in the Chief General Manager and General Manager grades.

2.6       The term “the Company” shall mean Garden Reach Shipbuilders & Engineers Ltd.

Note : In this Code, words importing the masculine gender shall include feminine gender and words importing singular shall include the plural or vice-versa

3.0       Applicability

3.1       This code shall be applicable to the following personnel :

(a)       All Whole-time Directors including the Chairman & Managing Director of the Company

(b)       All Part-time Directors including Independent Directors under the provisions of law

(c)        Senior Management comprising Chief General Managers and General Managers

3.2       The Whole time Directors and Senior Management should continue to comply with other applicable/to be applicable policies, rules and procedures of the Company.

4.0       Contents of Code

Part     I           General Moral Imperatives
Part     II          Specific Professional Responsibilities
Part     III         Specific Additional Provisions for Board Members and Senior
Management

This code is intended to serve as a basis for ethical decision - making in the conduct of professional work. It may also serve as a basis for judging the merit of a formal complaint pertaining to violation of professional ethical standards.

It is understood that some words and phrases in the code of ethics and conduct document are subject to varying interpretations. In case of any conflict, the decision of the Board shall be final.

5.0       General Moral Imperatives

5.1       Contribute to society and human well being

5.1.1   This principle concerning the quality of life of all people, affirms an obligation to protect fundamental human rights  and to respect the diversity of all cultures. We must attempt to ensure that the products of our efforts will be used  in socially responsible ways, will meet social needs and will avoid harmful effects to health and welfare of others. In addition to a safe social environment, human well being includes a safe natural environment.

5.1.2   Therefore, all Board members and Senior Management who are accountable for the design, development, manufacture and promotion of company’s products, must be to, and make others aware of, both a legal and a moral responsibility for the safety and the protection of human life and environment.

 

5.2       Be honest and trustworthy & practice integrity

5.2.1   Integrity and honesty are essential components of trust. Without trust an organization cannot function effectively.

5.2.2   All Board Members and Senior Management are expected to act in accordance with highest standards of personal and professional integrity, honesty and ethical conduct, while conducting business of the Company..

5.3       Be Fair and take action not to discriminate

5.3.1   The value of equality, tolerance, respect for others, and the principles of equity and  justice govern this imperative. Discrimination, on the basis of race, sex, religion, caste, age, disability, national origins or other such factors, is an explicit violation of this Code.

5.4       Honour confidentiality

5.4.1   The principle of honesty extends to issues of confidentiality of information. The ethical concern is to respect all obligations of confidentiality to all stakeholders unless discharged from such obligations by requirements of the law or other principles of this Code.

5.4.2   All Board Members and Senior Management, therefore, shall maintain the confidentiality of all confidential unpublished information about business and affairs of the Company..

5.5       Pledge & Practice

5.5.1   To strive continuously to bring about integrity and transparency in all spheres of the activities.

5.5.2   Work unstintingly for eradication of corruption in all spheres of life.

5.5.3   Remain vigilant and work towards growth and reputation of the Company.

5.5.4   Bring pride to the organization and provide value based services to Company’s stakeholders.

5.5.5   Do duty conscientiously and without fear or favour

6.0       Specific Professional Responsibilities

6.1       Live the  Vision, Mission and Values of the Company – each day

Live the Vision, Mission and Values of Garden Reach Shipbuilders & Engineers Ltd. each day for quick reference they are as under:-

Vision : “ In Pursuit of Excellence and Quality in Shipbuilding” 

Mission : To become a leading international shipbuilder, ship repairer and manufacturer of ship borne machinery and systems and deliver these products and services in a time bound and cost efficient manner to the fullest satisfaction of the customer.

Corporate Objectives :

    • To become an integral part of defence preparedness of the country aimed at self-reliance for India’s defence forces.
    • To achieve self-sufficiency in warship design and warship – building.
    • To become a leading shipbuilding and ship repair yard ensuring high quality, competitive price and timely delivery.
    • To set benchmark and standards in naval/commercial shipbuilding.
    • To extend our business as a manufacturer of ship born machinery, equipment and systems.
    • To promote Corporate Governance and Corporate Social Responsibilities.
    • To develop and nurture the skilled workforce of the Company and maintain harmonious industrial relations.

     

    Values

    • Zeal to excel and zest for change
    • Integrity and fairness in all matters
    • Respect for dignity and potential of individuals
    • Strict adherence to commitments
    • Ensure speed of response
    • Foster learning, creatively and team-work
    • Loyalty and pride in the Company

     

    6.2       Strive to achieve the highest quality, effectiveness and dignity in both the processes and products of professional work  : Excellence is  perhaps the most important obligation of a professional. Everyone, therefore, should strive to achieve the highest quality, effectiveness and dignity in their professional work

    6.3       Acquire and maintain professional competence : Excellence depends on individuals who take responsibility for acquiring and maintaining professional competence. All are, therefore, expected to participate in setting standards for appropriate levels of competence, and strive to achieve those standards.

    6.4       Compliance with Laws :  The Board Members and Senior Management of the Company shall comply with all the applicable provisions of existing local, state, national and  international laws. The should also follow and obey the policies, procedures, rules and regulations relating to business of the Company

    6.5       Accept and provide appropriate professional review: Quality professional work depends on professional review and comments. Whenever appropriate, individual members should seek and utilize peer review as well as provide critical review of the work of theirs.

    6.6       Manage personnel and resources to enhance the quality of working life : Organizational leaders are responsible for ensuring that a conducive working and business environment is created for fellow employees to enable them delivering their best. The Board Members and Senior Management would be responsible for ensuring human dignity of all employees, would encourage and support the professional development of the employees of the Company by providing them all necessary assistance and cooperation, thus enhancing the quality of working.

    6.7       Be upright and avoid any inducements – the Board Members and Senior Management shall not, directly or indirectly through their family and other connections, solicit any personal fee, commission or other form of remuneration arising out of transactions involving company. This includes gifts or other benefits of significant value, which might be extended at times, to influence business for the organization or awarding a contract to an agency, etc.

    6.8       Observe Corporate Discipline - The flow of communication within the Company is not rigid and people are free to express  themselves at all levels. Though there is a  free  exchange of opinions in the process of arriving at a decision, but after the debate is over and a policy  consensus has  been established, all are expected to adhere and abide by it,  even when  in certain instances one may not agree with it individually. In some cases policies act as a guide to action, in others they are designed to put a constraint on action. All must learn to recognize the difference and appreciate why they need to observe them.

    6.9       Conduct in a manner that reflects credit to the Company ;  All are expected to conduct themselves, both on and off duty, in a manner that reflects credit for the Company. The sum total of their personal attitude and behaviour has a bearing on the standing of Company and the way in which it is perceived within  the organization and by the public at large.

    6.10    Be accountable to Company’s  Stakeholders :- All of those whom we serve,  be it our Customers, without whom the Company will not be in business, the Shareholders, who have an important stake in its business, the Employees, who have a vested interest in making it all happen, the Vendors, who support the Company to deliver in time and Society to which Company  is responsible for its actions -  are stakeholders of the Company. All , therefore, must keep in mind at all times that they are accountable to Company’s  stakeholders.

    6.11    Prevention of Insider Trading :- The Board Members and Senior Management shall comply with the code of Internal Procedures and conduct for prevention of Insider Trading in dealing with Securities of the Company.

    6.12    Identify, mitigate and manage business risks :- It is everybody’s  responsibility to follow the Risk Management Framework of the Company to identify the business risks that surround function or area of operation of the Company and to assist in the company-wide process of managing such risks, so that Company may achieve its wider business objectives.

    6.13    Protect properties of the Company :- The Board Members and Senior Management shall protect the assets including physical assets, information and intellectual rights of the Company and shall not use the same for personal gains.

    P A R T  - III

    7.0       Specific Additional  Provisions  for Board Members and Senior Management

    7.1       As Board Members and Senior Management: They shall undertake to actively participate in the meetings of the Board and Committees on which they serve.

    7.2       As Board Members

    7.2.1   Undertake to inform the Chairman and Managing Director/Company Secretary of the Company of any changes in their other Board positions, relationship with other  business and other events/circumstances/conditions that may interfere with their ability to perform Board/Board Committee duties or may impact the judgment of the Board as to whether they meet the independence requirements of Listing Agreement with Stock Exchanges and the guidelines of DPE.

    7.2.2   Undertake that without prior approval of the disinterested members of the Board, they will avoid apparent conflict of interest. Conflict of interest may exist when they have personal interest that may have a potential conflict with the interest of the Company. Illustrative cases can be :

    -           Related – Party Transactions : Entering into any transactions or relationship with Company or its subsidiaries in which they have a financial or other personal interest (either directly or indirectly such as through a family member or relation or other person or other organization with which they are associated ).

    -           Outside Directorship : Accepting Directorship on the Board of any other Company that competes with the business of the Company.

    -           Consultancy/Business/Employment : Engaging in any activity (be it in the nature of providing consultancy service, carrying on business, accepting employment) which is likely to interfere or conflict with their duties/responsibilities towards Company. They should not invest or associate themselves in any other manner with any supplier, service provider or customer of the Company.

    -           Use of Official position for personal gains : should not use their official position for personal gains.

    7.3       Compliance with the Code of Business Conduct and Ethics

    7.3.1   All Members of the Board and Senior Management of Company shall uphold and promote the principles of this code

    The future of the organization depends on both technical and ethical excellence. Not only it is important for Board Members and Senior Management to adhere to the principles expressed in this Code, each of them should also encourage and support adherence by others.

    7.3.2   Treat violations of this code as inconsistent association with the organization

    Adherence of professionals to a code ethics is largely and generally a voluntary matter. However, if any of Board Members and Senior Management does not follow this Code, the matter would  be reviewed by the Board and its decision shall be final. The Company reserves the right to take appropriate action against the defaulter.

    7.4       Miscellaneous Points

    7.4.1   Enforcement of Code of Conduct

    7.4.1.1 The Company Secretary (CS) shall forward a copy of the Code to the existing “Directors” & “Senior Management” immediately on its approval by the Board and the new “Directors” & “Senior Management” immediately on their appointment. All “Directors” and “Senior Management” shall acknowledge the  receipt of this Code and on intimation of any revision thereon, in the Form at Appendix – 2.

    7.4.1.2            The Directors and Senior Management shall affirm compliance to the Code in respect of previous Financial Year, as required by DPE Guidelines,

    by forwarding annual compliance report in the Form at Appendix – 3 to the Company Secretary of the Company by 30 Apr of each Financial Year. If any Director/ Senior Management  leaves the Company any time during a financial year, he / she shall send a communication to the Company Secretary affirming compliance of the Code till the date of his association with the Company. A Declaration by the Chairman & Managing Director to this effect shall be made in the Annual Report.

     

    7.4.1.3            The CS shall report to the Board any breach of this Code, which comes to their notice, for its information and to decide on the future course of action.

    7.4.2   Continual updation of Code

    This Code is subject to continuous review and updation in line with any changes in law, changes in Company’s philosophy, vision, business plans or otherwise as may be deemed necessary by the Board and all such amendments/modifications shall take effect prospectively from the date stated therein.

    7.4.3   Where to seek clarifications

    Any member of Board or Senior Management requiring any clarification regarding this code of conduct may contact Company Secretary any officer designated by the Board of Directors.

     

    GARDEN REACH SHIPBUILDERS & ENGINEERS LIMITED
    EXTRACTS FFROM THE COMPANIES ACT, 1956
    Section 2(41)  “relative”   means, with   reference   to any person, any one who is  
                             related  to such person in any of the ways specified in Section 6 and
    to others.

    Section 6      Means of “relative
    A person shall be deemed to be a relative of another if, and only if, -

    1. They are members of a Hindu undivided family, or
    2. They are husband and wife, or
    3. The one is related to the other in the manner indicated in Schedule IA to the Companies Act, 1956.

    Schedule IA
    List of Relatives

    1. Father
    2. Mother (including step mother)
    3. Son (including step son)
    4. Son’s wife
    5. Daughter (including step daughter)
    6. Father’s father
    7. Mother’s mother
    8. Mother’s mother
    9. Mother’s father
    10. Son’s son
    11. Son’s son’s wife
    12. Son’s daughter
    13. Son’s daughter’s husband
    14. Daughter’s husband
    15. Daughter’s son
    16. Daughter’s son’s wife
    17. Daughter’s daughter
    18. Daughter’s daughter’s husband
    19. Brother (including step brother)
    20. Brother’s wife
    21. Sister (including step sister)
    22. Sister’s husband

     

    FORM OF
    ACKNOWLEDGEMENT OF RECEIPT
    OF
    CODE OF  BUSINESS CONDUCT AND ETHICS FOR

    BOARD MEMBERS AND SENIOR MANAGEMENT

    (Under Clause 7.4.1.1 of the “Code of Business Conduct and Ethics for
    Board Members and Senior Management)

    To
    The Company Secretary
    Garden Reach Shipbuilders & Engineers Ltd.
    43/46, Garden Reach Road
    Kolkata 700 024

    Acknowledgement of Receipt of  “Code of Business Conduct and
    Ethics for Board Members and Senior Management”

     

    I have received and read the Code of Business Conduct and Ethics for Board Members and Senior Management of Garden Reach Shipbuilders & Engineers Ltd.. I understand the standards and policies contained in the said Code of Business Conduct and Ethics and understand that there may be additional policies of laws specific to my job. I further agree to comply with the said Codes of Business Conduct and Ethics.

    If I have questions concerning the meaning or application of the said Code of Business Conduct and Ethics, any policies of the Company or the legal and regulatory requirements applicable to my job, I know I can consult Company Secretary of the Company knowing that my questions or reports will be maintained in confidence.

    Further, I undertake to provide Affirmation on an Annual basis to the Company within 30 days from the end of 31 March every year.

    Place ………………………………………

    Date ………………………………………

    Signature ………………………………………

    Name      ………………………………………

    Designation……………………………………

    Employment Number …………………………

    Telephone No. ………………………………