1.1 This Code of Ethic ("Code") shall be called "The Code of Conduct for Board Members and Key Managerial Employees" of Orbit Corporation Limited ("the Company").
1.2 The purpose of the 'Code' is to conduct the business of the Company in accordance with the applicable laws, regulations, terms of the Listing agreement and to reflect and affirm the commitment of the Board and Key Managerial Employees towards the Philosophy on Corporate Governance.
1.3 This 'Code' has been framed specifically in compliance with the provisions of Clause 49 of the Listing Agreement with Stock Exchanges. However, the Executive Directors and Key Managerial Employees will continue to be governed by the Orbit Employees Code of Conduct which governs the conduct of all employees of the Company.
1.4 The 'Code' is in force with effect from the 18th day of August, 2006.
In this Code, unless repugnant to the meaning or context thereof, the following expressions shall have the meaning given to them as under:
2.1 "Board Members" shall mean the members on the Board of Directors of the Company or any committee thereof.
2.2 "Key Managerial Employees" shall mean and include the Chief Operating Officer and All Departmental/ Functional Heads of various functions of the Company (by whatever name and expression they are called).
2.3 "Relative" shall mean a 'relative' as defined under Section 2(41) and Section 6 read with Schedule IA of the Companies Act, 1956.
In this 'Code' words importing masculine shall include feminine and words importing singular shall include the plural and vice versa.
This 'Code' shall be applicable to the following persons:
All members of the Board of Directors of the Company
Key Managerial Employees
The Board Members and Key Managerial Employees shall function within the authority conferred upon them by the Company, keeping the best interest of the Company in view and they:
Shall act with utmost care, skill, diligence and integrity
Shall act in utmost good faith and fulfil the fiduciary obligations without allowing their independence of judgement to be compromised
Shall not be involved in taking any decision on a subject matter in which conflict of personal interest arises or which in their opinion is likely to arise
Shall avoid any dealing with a contractor, supplier or service provider that compromises the ability to transact business on a professional, impartial and competitive basis or influence decision to be made on behalf of the Company
Shall not exploit for his own personal gain, opportunities that are discovered through use of corporate property, information or position, unless the opportunity is disclosed fully in writing to the Board of Directors and the Board declines to pursue such opportunity.
Any Unpublished Price Sensitive Information about the Company should be kept in strict confidence until publicly released in accordance with the applicable legal requirements and stock exchange regulations. Directors, Key Managerial Employees shall not derive any personal benefit or assist others to derive benefit by giving advice of such nature.
The Company is committed in complying with the SEBI (Prohibition of Insider trading) Regulations, 1992
As a general rule, Directors before conducting business on behalf of the Company, with a relative and/or with a business in which he himself or a relative is associated in any significant role must disclose their interest before the Board of Directors of the Company and comply with the provisions of the Companies Act, 1956
A Director/Officer shall not accept any offer, payment or gift from customers, vendors, agents, service provider or consultants or anyone doing or seeking to do business with the Company, which may, directly or indirectly, affect his business decision relating to Company. Gifts or invitations, if any, accepted, when refusal in the circumstances would be discourteous, should be appropriate to the circumstances and should never be of a kind that is excessive or give an appearance of impropriety.
Directors/officers are responsible for the proper use, protection and conservation of the Company’s assets and resources. This include but is not limited to company properties, assets, engineering designs, application knowledge, financial data, strategies, trade secrets, corporate information and other company rights. Company assets are to be used solely to pursue and achieve Company goals and not for personal benefits, unless approved by the Board.
Each Board Member and Key Managerial Employees shall be accountable for full compliance with this Code.
Any provisions of this Code can be amended/ modified by the Board of Directors of the Company from time to time and all such amendments/ modifications shall take effect from such date as the Board may decide. The Board may delegate the authority to make amendment to the Code to the Chairman & Managing Director or any other Director as Board may deem fit.
Pursuant to Clause 49 of the Listing Agreement, this 'Code' and any amendments thereto shall be posted on the website of the Company.
It terms of Clause 49 of the Listing Agreement, all Board Members and Key Managerial Employees shall affirm compliance of this Code within 30 days of close of every financial year The Annual Compliance Report shall be forwarded to the Company Secretary.
In case of breach or violation of this 'Code' the same shall be promptly intimated to the Company. All directors/Key Managerial Employees must cooperate in any internal or external investigations of violations or possible or suspected violations of this code.
All Board Members and Key Managerial Employees shall acknowledge receipt of this Code or any modification(s) thereto, in the acknowledgement form and forward the same to the Company Secretary.