CODUCT OF ALL DIRECTORS/OFFICERS/STAFF
EMU LINES PVT.LTD.
Regd Office: 201,Siddharth Chamber II,
Kalu Sarai, Hauz Khas,
New Delhi – 110016
CODE OF CONDUCT FOR
ALL DIRECTORS , SENIOR MANAGEMENT PERSONNEL
AND STAFF OF EMULINES PVT.LTD.
The purpose of this Code of Conduct (the “Code”)
is to conduct the business of the Company in
accordance with the applicable laws, regulations,
rules and with the highest standard of ethics
and values. The matters covered in this Code
are of utmost importance to the Company, shareholders
and other stakeholders.
The Company in their Board meeting dated 19th
April’2005 has adopted this Code and shall
come into force with immediate effect. Each
and every Director/ Officer /staff (as defined
here in below ) shall be duty-bound to follow
the provisions of the Code in letter and spirit.
Any instance of non-compliance of any of the
provisions shall be a breach of ethical conduct
and shall be viewed seriously by the Company.
Accordingly, the Every Director/ Officer /staff
are expected to read and understand this Code
and uphold these standards in their business
dealings and activities.
: This Code of Conduct applies to the
Following: 1) All Members of the Board of Directors
of the Company; (hereinafter referred to as
2) All Departmental / Functional heads of different
functions of the Company (by whatever designation
called). (Hereinafter referred to as “Officers”)
3)All Staff Members of all offices of the company
(Hereinafter referred to as “Staff’)
AND ETHICAL CODE: We expect all the
Directors / Officers/staff to act in accordance
with the highest standards of personal and professional
integrity, honesty and ethical conduct, while
working at the Company’s premises, at
offsite locations, and social events, and /
or at any other place where the Directors/ Officers/staff
represent the Company.
We consider honest conduct to be conduct that
is free from fraud and / or deception. We consider
ethical conduct to be conduct conforming to
the accepted professional standards of conduct.
Ethical conduct includes ethical handling of
actual or apparent conflicts of interest as
specified in III below between personal and
OF INTEREST : Duty of the Directors/
Officers/staff of the Company demands that he
or she avoids and discloses actual and apparent
conflicts of interest. A conflict of interest
exists where the interests or benefits of one
person or entity conflicts with the interests
or benefits of the Company. For e.g.:
In consideration of employment with the Company,
Directors/Officers/staff are expected to devote
their full attention to the business interests
of the Company. Directors/Officers/staff are
prohibited from engaging in any activity that
interferes with their performance or responsibilities
to the Company, or otherwise in conflict with
or prejudicial to the Company. For e.g. Simultaneous
engagement/employment or directorship with competitors
of the Company, or from taking part in any activity
that enhances or supports a competitor’s
position. Each Director/officer/staff shall
inform the Board of any change in events/circumstances/conditions
that may interfere with their ability to perform
their duties. Additionally, Directors/Officers/staff
must disclose to the Company’s Board of
Directors, any interest that they have that
may conflict with the business of the Company.
DIRECTORSHIPS: - It is a conflict of
interest to serve as a Director of any Company
that competes directly with the Company. Directors
/ Officers/staff must first obtain approval
from the Company’s Board of Directors
before accepting such Directorship. Further
each Director / Officer/staff shall inform the
Board of any changes in their board positions,
relationship with other business (including
INTERESTS: - If any Director / Officer/staff
is considering investment in the business of
any competitor of the Company, he or she must
first take care to ensure that these investments
do not compromise on their responsibilities
towards the Company. Before making substantial
investment in the business of the Competitor,
the Director / Officer /staff shall take permission
from the Board of Directors of the Company.
Substantial Investment shall mean any investment
over Rupees 2.00 Lacs for Directors/Officers/staff.
PARTIES: - As a general rule, Director
/ Officers/staff, before conducting Company
business with a relative and /or with a business
in which a relative is associated in any significant
role, must disclose their interest before the
Board of Directors of the Company and take their
prior approval for the same. Relatives include
spouse, siblings, sibling’s spouse, children,
children’s spouse, parents, grandparents,
grandchildren and step relationships.
OR GIFTS FROM OTHERS: - Under no circumstances
any Director/Officer/staff shall accept any
offer, payment, promise to pay or authorization
to pay any money, gift, or anything of value
from customers, vendors, consultants, etc. of
the Company, that is perceived and/or intended,
directly or indirectly, to influence any business
decision, of the Company any act or failure
to act, any commitment of fraud, or opportunity
for the commitment of any fraud.
OPPORTUNITIES: - Directors/Officers/staff
shall not exploit for their own personal gain,
opportunities that are discovered through the
use of the Company property, information or
position, unless the opportunity is first disclosed
in writing to the Company’s Board of Directors.
SITUATIONS: - Because other conflicts
of interest may arise, it would be impractical
to attempt to list all possible situations.
If a proposed transaction or situation raises
any questions or doubts, Directors/Officers/staff
must consult the Company’s Chairman and/or
the Board of Directors.
WITH GOVERNMENTAL LAWS, RULES AND REGULATIONS
Directors/Officers/staff must comply with all
applicable governmental laws, rules and regulations.
Directors/Officers/staff must acquire appropriate
knowledge of the legal requirements relating
to their duties sufficient to enable them to
recognize potential dangers, and to know when
to seek advice from the Finance and/or Legal
Department. Violations of applicable governmental
laws, rules and regulations may subject Directors/Officers/staff
to individual criminal and/or civil liability.
Such individual violations may also subject
the Company to civil and/or criminal liability
and/or the loss of business which must be protected
at all times by directors/Officers /staff.
Directors/Officers/staff are required to maintain
the confidentiality of all confidential information
that they receive or become privy to in connection
with the Company’s business, except when
disclosure is authorized or legally mandated.
Confidential information includes all nonpublic
information that might prejudice the ability
of the Company to pursue certain objectives,
be of use to competitors or harm the Company,
its agents/shippers/consignees/overseas agents,
if disclosed. Directors/Officers/staff must
not use confidential information for their own
advantage or profit directly or indirectly.
USE OF COMPANY ASSETS
The Company assets should be used only for the
legitimate business purpose of the Company.
The Board Members & Senior Management of
the Company are strictly prohibited from using
Company assets or position for personal gain.
The Company is committed to provide a workplace
free of discrimination and harassment based
on race, color, religion, age, gender, national
origin, disability, veteran status, or any other
biases. It would be the endeavor of every Board
Member and Senior Management of the Company
to see that work place is free from such environment.
If any officer/staff or Associate is discriminated,
he may lodge a complaint in writing of discrimination
or harassment with the Chairman of the Company.
Corporate funds, credit, property or services
shall not be used, directly or indirectly, to
support any political party or candidate for
public office, or to support or oppose any ballot
measure, without the prior approval of the Board
of Directors of the Company.
The Company continually strives to promote positive
and productive working relationship among its
officers to fully comply with the letter and
spirit of all laws prohibiting discrimination
and sexual harassment. While the Company does
not wish to unduly interfere with the private
lives of its employees, some limitations on
personal relationships in the workplace are
necessary in order to prevent actual or perceived
favoritism, problems with seniors and possible
claims of discrimination or harassment. For
these reasons, directors/officers shall not
engage in romantic or sexual encounters or relationship
with any other employee with whom he or she
is in a supervisory or reporting relationship.
The Company recognizes the importance of developing
close working relationships among employees
and this policy is not intended to prohibit
friendships that naturally develop in a work
setting or social interaction among employees.
Company’s policy is to provide full, fair,
accurate, timely and understandable disclosure
in reports and documents that Company file with
different related parties and/or any other government
agency made by the Company. Company’s
management has the general responsibility for
preparing such filings and communications and
shall ensure that the same shall conform to
all applicable laws and regulations.
OF THE CODE
Part of the Directors/Officer/staff job, and
of his or her ethical responsibility is to help
enforce this Code. Directors/Officers/staff
should be alert to possible violations. Directors/Officers/staff
must cooperate in any internal or external investigations
of possible violations. Directors/Officers/staff
should endeavor to ensure that management is
causing the Company to promote ethical behavior
and to encourage employees to report evidence
to illegal or unethical behavior to appropriate
Company personnel. Directors should endeavor
to ensure that the Company should not allow
retaliation against any employee who makes a
good faith report about a possible violation
of the Company’s Code of Conduct.
AND AMENDMENTS OF THE CODE
We are committed to continuously reviewing and
updating, our policies and procedures. Therefore,
this Code is subject to modification. Any amendment
or waiver of any provision of this Code must
be approved by the Company’s Board of
This Code of conduct is a statement of certain
fundamental principles, ethics, values, policies
and procedures that govern the Directors and
senior management of the Company in the conduct
of the Company’s business. It is not intended
to and does not create any rights in any employee,
customer, client, supplier, competitor, shareholder
or any other person or entity.
ACKNOWLEDGEMENT OF RECEIPT OF THE CODE
All Board Members and Senior Management Personnel
shall acknowledge the receipt of this Code indicating
that they have received, read and understood,
and agreed to comply with the Code.