CODE OF CONDUCT

UNIPRODUCTS INDIA LIMITED

UNIPRODUCTS (INDIA) LIMITED
CODE OF CONDUCT

  1. Purpose and coverage

    Uniproducts (India) Limited is committed to conducting its business in accordance with the applicable laws, rules and regulations and with the highest standards of business ethics. This code is intended to provide guidance and help in recognizing and dealing with ethical issues, provide mechanisms to report unethical conduct, and to help foster a culture of honesty and accountability.

    This Policy applies to all the Employees of the Company. Employee shall mean all individuals on full-time or part-time employment with the Company, with permanent, probationary, trainee, retainer, temporary or contractual appointment.

    The employees of the Company must not only comply with applicable laws, rules and regulations but should also promote honest and ethical conduct of business. They must abide by the policies and procedures that govern the conduct of the Company's business.

    The Company also expects its managers to lead by example and perform their duties in accordance with this Policy and ensure that the content of this Policy are communicated to all persons reporting to them. If a business location or region has policies, practices, laws or regulations that require more than what is stated in this Policy, then the Employees must follow this policy as a minimum and comply with such policies, practices, laws, or regulations in that particular region/ country; Business units and locations are responsible for ensuring that their location specific policies and practices are consistent and in compliance with this Policy.

  2. Clauses covered under this Code of Conduct

    a. Conflicts of Interest:

    Each Employee is expected to avoid situations in which his or her financial or other personal interests or dealings are, or may be, in conflict with the interests of the Company. Accordingly, the Company expects its Employees to act in the Company's interest at all times.

    Employees are advised not to engage in any other business, commercial or investment activity that may conflict with their ability to perform their duties to the Company. Employees must also not engage in any other activity (cultural, political, recreational, social) which could be expected to conflict with the Company's interests and interfere with the performance of their duties.

    Employees must not use any Company's property, information or position, or opportunities arising from these for personal gains or to compete with or to tarnish the image of the Company. Employees should not engage in any business activity, which could be detrimental to, or in competition with any of the Company's business activities.

    All Employees must avoid situations in which their personal interest could conflict with the interest of the Company. If, under any circumstance, Employees' personal interests conflict with those of the Company's', in all such cases the Employee must seek advice from senior management and approval from Managing Director.

    For avoidance of doubt, mere financial portfolio investments, other than insider trading shall not be considered as activities that conflict with the business of the Company.

    A few examples of a Conflict situation are given below:
    • When an employee takes action or has interests that may make it difficult to perform his or her work objectively and effectively,
    • The receipt of improper personal benefits by a member of his or her family as a result of one's position in the Company,
    • Any outside business activity that detracts an individual's ability to devote appropriate time and attention to his or her responsibilities with the Company,
    • The receipt of non-nominal gifts or excessive entertainment from any person/company with which the Company has current or prospective business dealings,
    • Any significant ownership interest in any supplier, customer, development partner or competitor of the Company,
    • Any consulting or employment relationship with any supplier, customer, business associate or competitor of the Company.

    b. Honest and Ethical and professional Conduct:

    The employees shall act in accordance with the highest standards of personal and professional integrity, honesty and ethical conduct not only on the Company's premises and offsite, but also when employees are on Company’s sponsored business meetings and business related travel.

    The personal and professional behavior of Employees shall confirm to the standards expected of persons in their positions, which includes:

    • A commitment to and adherence to professional standards in their work and in their interactions with other Employees of the Company;
    • A commitment to maintaining the highest standards of integrity and honesty in their work;
    • An adherence to ethical and legal standards to be maintained in business;
    • A responsibility to support the Company in its efforts to create an open and mutually supportive environment;
    • A responsibility to share information and give willing assistance in furthering the goals and objectives of the Company; and
    • A responsibility to ensure that there is no misrepresentation of facts. Wherever a misunderstanding is thought to have taken place through unclear communications, this should be corrected promptly.

    c. Corporate Opportunities:
    The employees owe a duty to the Company to advance its legitimate interest when the opportunity to do so arises. They are expressly prohibited from:
    • Taking for themselves personally, opportunities that are discovered through the use of Company's property, information, or position.
    • Competing directly with the business of the Company or with any business that the Company is considering.
    • Using Company's property, information, or position for personal gain. If the Company has finally decided not to pursue an opportunity that relates to the Company's business activity, he/she may pursue such activity only after disclosing the same to the Managing Director of the Company and seeking his approval.

    d. Confidentiality:
    As a result of employment with the Company, Employees may be entrusted with confidential information; with regard to the Company and/or its affiliates, its customers and suppliers. The employees shall maintain the confidentiality of information of the Company or that of any customer, supplier or business associate of the Company to which Company has a duty to maintain confidentiality, except when disclosure is authorised or legally mandated. The confidential information includes all non-public information (including private, proprietary, and others) that might be of use to competitors or harmful to the Company or its associates. The use of confidential information for his/her own advantage or profit is also prohibited.

    e. Protection and use of Company Property:
    All Employees of the Company are responsible for protecting and taking reasonable steps to prevent the theft or misuse of, or damage to Company's assets, including all kinds of physical assets, movable, immovable and tangible property, corporate information and intellectual property such as inventions, copyrights, patents, trademarks and technology and intellectual property used in carrying out their responsibilities. All Employees must use all equipments, tools, materials, supplies, and Employee time only for Company's legitimate business interests. Company's property must not be borrowed, loaned, or disposed of, except in accordance with appropriate Company's policies. All Employees must use and maintain Company's property and resources efficiently and with due care and diligence.

    f. Harassment
    The Company is committed to provide a work environment that is free of inappropriate behavior of all kinds and harassment on account of age, physical disability, marital status, race, religion, caste, sex, sexual orientation or gender identity. Employees are responsible for supporting the Company in its endeavour to protect others from any form of such harassments. In the course of business conduct of any Employee, wherever harassment occurs to any such Employee as a result of an act or omission by any third party or outsider, the Company shall take all steps necessary and reasonable to assist such affected Employee in terms of support and preventive action.

    g. Alcohol & Substance Abuse
    The use or possession of alcohol, illegal drugs, and other controlled substances in the workplace and being under the influence of these substances on the job and during working hours is strictly prohibited. However, possession of prescription medication for medical treatment is permitted. There may be company-sponsored events where management approves the serving of alcoholic beverages. In these cases, all appropriate liquor laws must be followed, including laws regarding the prohibition of serving of Code of Conduct & Workplace Ethics alcohol to those under the legally permissible age. However, under all such cases, excessive drinking, intoxication and misbehavior at these events is prohibited and will be dealt with severely.

    h. Fraud
    Fraud — or the act or intent to cheat, trick, steal, deceive, or lie — is both dishonest and, in most cases, criminal. Intentional acts of fraud are subject to strict disciplinary action, including dismissal and possible civil and/or criminal action against the concerned Employee.

    i. Health, Safety and Environment
    All Employees shall comply with the company health and safety norms as communicated to them from time to time. Employees shall bring to the management's attention any workplace safety or health hazard.

    j. Acceptance of Gifts and Other Benefits
    Employees should not give or accept gifts, entertainment, or any other personal benefit or privilege that would in any way influence or appear to influence any business decision. Accepting money, gifts, entertainment, loans or any other benefit or preferential treatment from any existing or potential customer, supplier or business associate of the Company, is strictly prohibited, except occasional gifts of modest value and entertainment on a modest scale as part of customary business practice.

    k. Compliance with Laws, Rules, and Regulations:
    All Employees shall conduct business in compliance with all applicable laws and regulations of the particular District, State and Country.

  3. Misconduct and Non-Conformance with the Policy
    Non-observance of this Policy shall be construed as misconduct that could warrant disciplinary action, including dismissal from service in appropriate cases. The decision in this regard will lie with the Management, including the Business Unit Head and concerned HR Manager and shall be binding on the Employees.

  4. Exceptions
    Any exceptions to the norms laid down in this Policy may be at the discretion of the Chairman/ Managing Director or any appropriate authority delegated by them.

  5. Interpretation of Code:
    All queries and/or clarifications in respect of this code may be referred to the General Manager –HR.

  6. Compliance with Code of Conduct:
    It is a condition of an appointment and/ or employment that all Employees must understand and adhere to the Company's Code of Conduct and at all times abide by the standards, requirements and procedures laid down herein.
    Violation of this Code of conduct will result in disciplinary action, which may even include termination of services of the employee.
    They must:
    • commit to individual conduct in accordance with this Policy.
    • observe both, the spirit and the letter of the law in their dealings on Company's behalf.
    • recognize Company's responsibility to its shareholders, customers, employees, those with whom Company does business, and to society. Assess priorities in the context of discharging these responsibilities appropriately on Company's behalf.
    • conduct themselves as responsible members of society, giving due regard to health, safety, and environmental concerns, and human rights, in the operation of Company's business.
    • report any suspected breach of the law or this Policy to the HR Office via email at to who will protect those who report violations in good faith.

  7. AMENDMENTS
    The Company reserves the rights to change, amend, add, delete, modify this Policy in whole or in part, at any time without assigning any reason whatsoever and said changes will become applicable to all employees with immediate effect.

    The code of conduct will always be available on the website of the company for reference. Any changes shall be periodically updated on the website.