annual
compliance report | acknowledgement
form
Introduction
This Code of Conduct (hereinafter referred to as
"the Code") has been framed and adopted
by UltraTech Cement 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 Board Members, viz.
Manager & CEO, CFO and all 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 shall come into force with effect from 1
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
|
Shall
maintain and help the Company in maintaining
highest degree of Corporate Governance practices. |
|
2
|
Shall
act in utmost good faith and exercise due
care, diligence and integrity in performing
their office duties. |
|
3
|
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 moral
turpitude or any act contrary to law or opposed
to the public policy. |
|
7
|
Shall
not communicate with any member of the press
or publicity media or any other outside agency
on matters concerning the Company, except
through the designated spokespersons or authorized
otherwise. |
|
8
|
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. |
|
9
|
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. |
|
10
|
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
|
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 Member and Senior Manager 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.
31 December 2005
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