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  • Preamble
  • Directors 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 without any Conflicts of Interest. Key Managerial Persons (KMPs), comprising employees at the level just below Wholetime Director/ Executive Director and holding positions such as CxO, Presidents, Senior Vice Presidents, Vice Presidents, General Managers and Head of the Company's Works, as the case may be, are employed by the Company to carry on the duty similar to that of the Directors. Accordingly, Directors and KMPs 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 towards the Company.

    They are also expected not to use or let anyone else use any of the Company's assets, resources or information relating to its business, which may come in their control or possession in order to gain any benefit to themselves, their family, friends or associates at the cost (material or immaterial, direct or indirect) of the Company or its shareholders.

    In addition to their fiduciary duties, Directors and KMPs 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 and the KMPs of Alpa are expected to observe the following Code of Business Ethics and Conduct (Code)

    1. Honesty & Integrity

    All Directors and KMPs shall conduct their activities, on behalf of the Company and on their personal behalf with honesty, integrity and fairness. All Directors and KMPs will act in good faith, responsibility, with due care, competence and diligence, without allowing their independent judgment to be subordinated. Directors and KMPs will Act in the interests of the Company without any Conflicts of Interest and fulfill their fiduciary obligations.

    2. Conflicts of Interest

    Introduction

    The Company respects the right of any Director and any KMP to participate in outside financial relationships or other activities, provided those relationships and activities are legal and do not conflict with the Director's or the KMP's duties and is not in conflict with the interests of the Company and it's shareholders. Accordingly, Directors and KMPs are to refrain from involving themselves or associating with any business or other relationship that may create a conflict with any interests of the Company or is in the same business segment as that of the Company.

    Conflicts can arise in many situations. They occur most often in cases where a Director/ KMP, or a member of their family obtains some personal benefit which may be at the expense of the Company's interests including present business or potentially future business. 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/ KMPs should adopt the highest standard of conduct and immediately consult the Board of the Company before taking any action.

    Set forth below are some of the more common circumstances that may lead to a conflict of interest and the duties of Directors/ KMPs in connection with such developments.

    Outside Activities and Business Interests

    At least annually, by their own initiative, Directors and KMPs are required to disclose to the Company any activity or substantial investment of the Director/ KMP or any member of their 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 operating in the same business segment as that of the Company.

    • Participation as a sole proprietor, partner, joint venturer or holder of Five Percent (5%) or more of any class of stock in any entity operating in the same business segment as that of the Company.

    • Substantial investments in or business activity involving any competitor, joint venturer, strategic alliance partner or financing institution of the Company.

    • Transactions valued at Fifty Thousand Rupees or more involving any person or entity that supplies or procures goods or services to/ from the Company.

    In the event that a Director/ KMP wishes to enter into a relationship similar to one of the types listed above in the interim period between reports to the Company and where there is any possibility that such relationship presents potential for a conflict of interest to arise, the Director/ KMP is required to notify the Company of the potential relationship in writing and get an approval in writing prior to initiating the relationship.

    Significant Interested Transactions

    Transactions between the Company and any entity in which a Director/ KMP, or a member of their family has a significant 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/ KMP, (ii) a member of their family, or (iii) a corporation or other business entity in which the Director/ KMP or a member of their family serves as a director, officer, owner, 2% or greater stockholder or partner, the Director/ KMP 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/ KMP serves, the Director/ KMP shall abstain from consideration and voting on such matter.

    3. Business Integrity and Ethics

    Directors and KMPs 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.

    4. Terms and Conditions of Employment and Legal Compliance

    Directors and KMPs 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 and all laws as in force from time to time. KMPs 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.

    5. Confidentiality

    Directors/ KMPs 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 past, present and potentially future customers/ vendors which they have become aware of in the course of their employment with the Company either by knowledge derived in the course of performing their duties or participation in Board Meetings/ Committee Meetings/ Management Meetings or from papers circulated to them as Director/ KMPs. Directors/ KMPs shall also not make use of such information for any purpose other than for the benefit of the Company.

    6. Not to Make Secret Profit

    A Director/ KMP shall not make any secret profit out of his position or in the same business segment as the Company. If a Director/ KMP receives information on a potential business opportunity in the same business segment as that of the Company, he shall not use that opportunity for his own purpose, but immediately bring it to the knowledge of the Company for the first option of refusal in writing.

    7. Investment in Shares of the Company/ Code for Prevention of Insider Trading

    Directors/ KMPs 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/ KMP of the Company shall not derive benefit or assist others to derive benefit by giving any information from the access to and possession of information about the Company, which is not in public domain and therefore constitutes to be insider information. All Directors/ KMPs will comply with insider trading guidelines as issued by SEBI.

    8. Non-Compete

    Without taking prior written consent of the Board of Directors of the Company, Directors/ KMPs or their family shall not accept any position of influence or of pecuniary interest including but not limited to directorship, employment, agency, consultancy, etc. in any other organization whose business is potentially in the same business segment as that of the Company.

    9. 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 company operating in the same business segment as that of the Company is not in the interest of the Company.

    10. Not To Contract Individually

    A Director/ KMP 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.

    11. Gifts & Donations

    No Director/ KMP 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 favors or decisions for the conduct of business. Nominal gifts of commemorative nature, for special events may be accepted and must be reported to the Board.

    12. Protection of Assets

    Directors/ KMPs must protect the Company's assets, labor and information and shall not use these for personal or any other use, unless approved by the Board.

    13. Compliance

    Directors/ KMPs 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 behavior, Directors/ KMPs must report any possible violation of law, rules, regulation or the code of conduct to the Company.

    14. 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 compliance on behalf of the Company in the area of work for which he has been made responsible.

    15. Voting

    When a Director/ KMP exercises his voting right as a shareholder at any general meeting of the Company, he is free to vote in his own interest like any other shareholder. However, when a Director/ KMP 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 interests of the Company.

    16. Periodic Review

    Once every year or upon revision of this code, every Director/ KMP must acknowledge and undertake to comply with this code by their own initiative. New Directors/ KMPs must acknowledge and undertake to comply with this code by their own initiative at the time when their employment begins.

     
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