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Corporate / Code Of Conduct
 
Code of Conduct for Board of Directors including Independent Directors and Senior Management Personnel
INTRODUCTION (Amended upto 14th February, 2015)

This Code of Conduct shall be applicable to the following persons (hereinafter referred to as 'concerned persons').

  • Board of Directors, both Executive and Non-executive including Independent Directors.
  • Personnel designated as General Manager and above and all serving in the roles of finance, tax, accounting, purchase, treasury, internal audit, financial analysis and investor relations.

Concerned persons are expected to read and understand this Code and comply with all applicable laws, rules and regulations and all applicable policies and procedures adopted by the Company.

HONEST AND ETHICAL CONDUCT

It is expected that concerned persons will act in accordance with the highest standards of personal and professional integrity, honesty and ethical conduct. Honest conduct means the conduct that is free from fraud or deception. Ethical conduct means the conduct conforming to the accepted professional standards of conduct. Ethical conduct also includes ethical handling of actual or apparent conflicts of interest between personal and professional relationship.

CONFLICTS OF INTEREST

Duty of concerned persons to the Company demand 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 conflict with the interests or benefits of the Company. Examples include:

Employment/Outside employment : In consideration of employment with the Company, concerned persons are expected to devote their full attention to the business interests of the Company. Concerned persons are prohibited from engaging in any activity that interferes with their performance or responsibilities to the Company, or is otherwise in conflict with or prejudicial to the Company. Company's policies prohibit concerned persons from accepting simultaneous employment with suppliers, customers, developers or competitors of the Company, or from taking part in any activity that enhances or supports a competitor's position. Additionally, concerned persons must disclose to the Company's audit committee, any interest that they have that may conflict with the business of the Company.

Outside Directorships : It is conflict of interest to serve as a director of any company that competes with the Company. Concerned persons must first obtain approval from the Company's audit committee before accepting a directorship.

Business Interests : If a concerned person is considering investing in any customer, supplier, developer or competitor of the Company, he or she must first take care to ensure that these investments do not compromise on his/ her responsibilities to the Company. Company's policy requires that concerned persons first obtain approval from the Company's audit committee before making such an investment. Many factors should be considered in determining whether a conflict exists, including the size and nature of the investment; the concerned person's ability to influence the Company's decisions; his or her access to confidential information of the Company or of the other company; and the nature of the relationship between the Company and the other company.

Related parties : As a general rule, concerned persons should avoid conducting Company business with a relative, or with a business in which a relative is associated in any significant role. Relatives include Spouse, Members of HUF, Father including Step Father, Mother including Step Mother, Son including Step Son, Son's wife, Daughter, Daughter's Husband, Brother including Step Brother, Sister including Step Sister and such other person notified to be relatives from time to time. The Company discourages the employment of relatives of concerned persons in positions or assignments within the same department. Further, the Company prohibits the employment of such individuals in positions that have a financial dependence or influence (e.g. an auditing or control relationship, or a supervisor/subordinate relationship).

Payments or gifts from others : Under no circumstances may concerned persons accept any offer, payment, promise to pay, or authorization to pay any money, gift or anything of a value from customers, vendors, consultants etc that is perceived as intended, directly or indirectly, to influence any business decision, any act or failure to act, any commitment of fraud, or opportunity for the commitment of any fraud. Inexpensive gifts, infrequent business meals, celebratory events and entertainment, provided that they are not excessive or create an appearance of impropriety, do not violate this policy. Gifts given by the Company to suppliers or customers, or received from suppliers or customers, should be appropriate to the circumstances and should never be of a kind that could create an appearance of impropriety. The nature and cost must always be accurately recorded in the Company's books and records.

Corporate opportunities : Concerned persons may not exploit for their own personal gain, opportunities that are discovered through the use of corporate property, information or position, unless the opportunity is disclosed fully in writing to the Company's board of directors and the board declines to pursue such opportunity.

Duties of Independent Directors: Duties of Independent Directors will inter-alia include those more fully stated in the CODE applicable to them and forming part thereof, which is substantially similar to Schedule IV of the Companies Act, 2013. Independent directors shall be held liable, only in respect of such acts of omission or commission by a company which had occurred with their knowledge, attributable through Board processes, and with their consent or connivance or where they had not acted diligently with respect of the provisions applicable.


DISCLOSURE TO THE SEBI AND THE PUBLIC

The Policy of the Company is to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the company file with, or submit to, the SEBI and in other public communications of the Company. Accordingly, the concerned persons must ensure that they comply with the disclosures, controls and procedures and internal controls for financial reporting of the Company.

COMPLIANCE WITH GOVERNMENTAL LAWS, RULES AND REGULATIONS
Concerned persons must comply with all applicable governmental laws, rules and regulations. They must acquire appropriate knowledge of the legal requirements relating to their duties sufficient to enable them to recognize potential dangers. Violations of applicable governmental laws, rules and regulations may subject concerned persons to individual criminal or civil liability, as well as to disciplinary action by the Company. Such individual violations may also subject the Company to civil or criminal liability or the loss of business.

VIOLATION OF THE CODE
It will be the ethical responsibility of a concerned person to help enforce this Code. Concerned persons should be alert to possible violations and should co-operate in any internal or external investigations of possible violations. Reprisal, threat, retribution or retaliation against any person who has, in good faith, reported violation of law or a suspected violation of law, this Code or other Company policies or against any person who is assisting in any investigation or process with respect to such a violation, is prohibited. Actual violation of law, this Code or other Company policies or procedures should be promptly reported to the Board of Directors.

The Company will take appropriate action against any concerned person whose actions are found to violate the Code or any other Policy of the Company. Disciplinary actions may include immediate termination of employment at the Company's sole discretion. Where the Company has suffered a loss, it may pursue its remedies against the individuals or entities responsible. Where laws have been violated, the Company will cooperate fully with the appropriate authorities.

AMENDMENT / MODIFICATION OF THE CODE
The Company is committed to continuously review and update its policies and procedures. Therefore, this Code is subject to modification. Any amendment or waiver of any provision of this Code will be approved in writing by the Company's Board of Directors and thereafter, promptly circulated to all concerned.
ACKNOWLEDGEMENT OF RECEIPT OF THE CODE AND ANNUAL DISCLOSURE
Concerned persons will confirm having received, read and understood the standards and policies contained in this Code and agree to comply the same in its true sprit and in that regard, sign a copy thereof and send the same to the Board of Directors or the Company Secretary for record at the time of joining and annually thereafter.

GENERAL

All questions concerning the meaning and application of this Code, any Company policies or the legal and regulatory requirements applicable to engagement of a concerned person shall be addressed to the Board of Directors or the Company Secretary and all such questions or reports and replies and/or clarifications thereto will be maintained in strict confidence.

For and on behalf of the Board of Directors
of IFGL Refractories Limited


P Bajoria
Managing Director
IFGL REFRACTORIES LTD – CODE OF CONDUCT ON INSIDER TRADING

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Code of Conduct under SEBI Regulation 1992
Kolkata
10th May, 2007
By order of the Board
R Agarwal
Compliance Officer
Code of Conduct on Affirmative Action adopted by IFGL Refractories Ltd (the Company) is as follows :
10th August, 2007 Kolkata
  1. The Company affirms the recognition that its competitiveness is interlinked with the well being of all sections of the Indian society.

  2. The Company believes that equal opportunity in employment for all sections of society is a component of its growth and competitiveness. It further believes that inclusive growth is a component of growth and development of the country.

  3. The Company affirms the recognition that diversity to reflect socially disadvantaged sections of the society in the workplace has a positive impact on business.

  4. The Company will not practice nor support conscious discrimination in any form.

  5. The Company does not bias employment away from applicants belonging to disadvantaged sections of society if such applicants possess competitive skills and job credentials as made public.

  6. The Company?s selection of business partners is not based on any considerations other than normal business parameters. In case of equal business offers, the Company may prefer to select a business partner belonging to a socially disadvantaged section of society.

  7. This written policy statement on Affirmative Action will remain in public domain and also be followed in the Company?s workplace for encouraging applications, upskilling and continual training of employees from socially disadvantaged sections of society.

  8. The Company has / will have partnership programmes with educational institution(s) to support and aid students from socially disadvantaged sections of society.

  9. Company Secretary of the Company will be accountable to the undersigned to oversee and promote its Affirmative Action policies and programmes. He will present a biannual report to the Board of the Company about such policies and programmes.
  10. The Company may maintain records on Affirmative Action wherever necessary and make available its learning and experiences as a good corporate citizen in Affirmative Action to other companies desiring to incorporate such policies in their own business.

P Bajoria
Director and Chief Executive