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Code of Conduct

Introduction

 

Mirc Electronics Ltd. has adopted this Directors Code of Business Ethics and Conduct to govern the conduct of the members of the Board of Directors, to ensure that its business will be conducted with honesty and integrity, and to provide a mechanism for disclosure leading to informed decisions on matters involving the business ethics of Mirc Electronics Ltd. All Directors must act within the bounds of the authority conferred upon them and with a duty to make and enact informed decisions and policies in the best interests of the company, its shareholders and stakeholders. No code or policy can anticipate every situation that may arise. Mirc shall be committed in all its actions to benefit the economic development of the countries in which it operates. It shall not engage in any activity that would adversely affect such an objective. As an aid of maintaining the high standards that Mirc requires, the following rules of conduct should be observed in all activities of the Board.

 

Honesty & Integrity

 

All the directors shall deal on behalf of the company with professionalism, honesty and integrity, as well as high moral and ethical standards. All directors will act in good faith, responsibly, with due care, competence and diligence, without allowing their independent judgement to be subordinated. Directors will act in the best interests of the company and fulfill the fiduciary obligations.

 

Conflict of Interest

 

Mirc respects the right of any director to participate in outside financial business or other activities provided those activities are legal and are not in conflict with the director’s duties. Accordingly, directors on the Board of the company shall not engage in any business, relationship or activity, which may be in conflict with interest of the company or group. Conflicts can arise in many situations. It is not possible to cover every possible conflict situation and at times, it will not be easy to distinguish between proper and improper activity. Set forth, are some of the common circumstances that may lead to a conflict of interest, actual or potential:

 

a)      Directors shall not engage in any activity / employment that interferes with the performance or responsibility to the company or is otherwise in conflict with or prejudicial to the company.

b)      Directors and their immediate families shall not invest in company, customer, supplier, developer of competitor and generally refrain from investments that compromise the responsibility to the company.

c)      Directors shall as far as possible avoid conducting company business with relative or with a firm/ company in which a relative/ related party is associated in any significant role.

 

If such related party transaction is unavoidable it must be fully disclosed to the board or to the Compliance Officer of the company.

 

Compliance

 

Directors 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 behaviour, directors must report any possible violation of law, rules, regulation or the code of conduct to the company secretary. If the ethical and professional standards set out in the applicable laws and regulations are below that of the code, then the standards of the code shall prevail.

 

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 direct competitor is not in the interest of the company. While investing in a company, customer, supplier, developer or competitor, the directors must first take great care to ensure that these investments do not compromise the responsibilities to the company. Many factors should be considered in determining whether a conflict exists, including the size and nature of the investment, ability to influence the companys decisions, access to confidential information of the company or of the other company, and the nature of relationship between the company and the other company.

 

Related Parties

 

As a general rule, the directors must avoid conducting company business with a relative or significant other, or with a business which a relative significant other is associated in any significant role. Relative shall include:

 

q  Spouse

q  Father                                                            

q  Mother (including step mother)

q  Son (including step son)

q  Sons wife

q  Daughter (including step daughter)

q  Fathers Father

q  Fathers Mother

q  Mothers Mother

q  Mothers Father

q  Sons Son

q  Sons Sons wife

q  Sons daughter

q  Sons daughters husband

q  Daughters Husband

q  Daughters Son

q  Daughters Sons Wife

q  Daughters Daughter

q  Daughters Daughters Husband

q  Brother (including step-brother)

q  Brothers Wife

q  Sister (including step sister)

q  Sisters Husband

 

The Company discourages the employment of relatives in positions, assignments within the same department and 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). The purpose of this policy is to prevent the organizational impairment and conflicts that are a likely outcome of the employment of relatives or significant others, especially in a supervisory/ subordinate relationship. If a question arises about whether a relationship is covered by this policy the Human Resource Department is responsible for determining whether an applicants or transferees acknowledged relationship is covered under this policy.

 

Confidentiality of Information

 

The Companys confidential information is a valuable asset. Any information concerning the companys business, its customers or other entities which is not in public domain and to which the director has access or possesses such information, must be considered confidential and held in confidence, unless authorised to do so and when disclosure is required as a matter of law. No director shall provide any information either formally or informally, to the press or any other publicity media, unless specially authorised.  This obligation extends to confidential information of third parties, which the company has rightfully received under Non-Disclosure Agreements.

 

 

 

Insider Trading

 

Any director of the company shall not derive benefit or assist others to derive benefit by giving investment advice from the access to and possession of information about the company, not in public domain and therefore constitutes insider information. All the directors of the company will comply with insider trading guidelines issued by SEBI.

 

Insider Trading rules are strictly enforced, even in instances when the financial transactions seem small. The company has imposed a trading prohibited period on the members of the Board of the Directors, executive officers and all employees who has, as a consequence of their position with the company, are more likely to be exposed to material non public information about the company. These directors, executive officers and employees generally may not trade in company securities during the prohibited period. For more details, and to determine if you are restricted from trading during the prohibited periods, you must read the companys insider trading rules. You must read the insider trading rules carefully, paying particular attention to the specific policies and the potential criminal and a civil liability and/or disciplinary action for insider trading violation. You should comply with the companys insider trading rules, follow the pre-clearance procedures for trading and trade only during a non prohibited period.

 

Gifts & Donation

 

No director 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 (or uncompetitive) favors or decisions for the conduct of the business. Accordingly, each director must ensure that dealings with third parties with whom the company does business are concluded on terms that would generally be available to persons without the status of director or directors family members. Nominal gifts of commemorative nature, for special events may be accepted and reported to the Board.

 

Protection of Assets

 

Directors must protect the companys assets, and information and must be used only for the legitimate business purposes. Any misapplication or improper use of the companys assets or property must be reported to the Human Resource Department or the Administration Department promptly. All the directors responsible for the use of company assets must safeguard the assets against loss, damage, misuse or theft.

 

 

Companys Brand and logo

 

ONIDA & ‘IGO’ are the registered brands and trademarks of the company in India. The same shall be conspicuously marked with ‘Registered’ designation or with a notation that it is a registered trademark of the company whenever they are first used in any medium, presentation or other promotional context.

 

Corporate Opportunities

 

Directors must not take for their own personal benefit, or that of any member of their immediate family, any opportunity that are discovered through the use of the companys property, information or position unless the opportunity is disclosed fully in writing to the companys Board of Directors and the Board of Directors declines to pursue such opportunity.

 

Periodic Review

 

Once every year or upon revision of this code, every director must acknowledge and execute an understanding of the code and an agreement to comply. New directors will sign the written acknowledgement at the time service begins.

 

 

**************************

 

CODE OF BUSINESS ETHICS AND CONDUCT FOR SENIOR MANAGEMENT

 

Applicability

 

This Code of Conduct (“Code”) is applicable to the following persons collectively referred to as “Senior Management”.

 

1.      Chief Executive Officer (CEO), Chief Financial Officer (CFO), Chief People Officer (CPO), Chief Technical (Information) Officer (CTO) and all Vice Presidents including Vice President– HR, Vice President – Operations and Vice President – Sales & Service, Vice President – Finance, Vice President – Marketing.

2.      General Manager/Functional Heads/Department Heads/Business Heads.

 

Each Member of the Senior Management undertakes to abide by this Code and shall submit a declaration within ten days from the enforcement of this Code and thereafter annually

to be provided at the beginning of every financial year, confirming that he has not

violated this Code and other policies framed by the Company.    

 

Introduction

 

Mirc Electronics Ltd. has adopted this Code of Business Ethics and Conduct to govern the conduct of the members of the Senior Management to ensure that its business will be conducted with honesty and integrity, and to provide a mechanism for disclosure leading to informed decisions on matters involving the business ethics of Mirc Electronics Ltd. The Senior Management shall act within the bounds of the authority conferred upon them and will be under a duty to make and enact informed decisions and policies in the best interests of the company, its shareholders and stakeholders. No code or policy can anticipate every situation that may arise. Mirc shall be committed in all its actions to benefit the economic development of the countries in which it operates. It shall not engage in any activity that would adversely affect such an objective. As an aid of maintaining the high standards that Mirc requires, the following rules of conduct shall be observed in all activities of the Senior Management.

 

Honesty & Integrity

 

The senior management shall deal on behalf of the company with professionalism, honesty and integrity, as well as high moral and ethical standards. The senior management will act in good faith, responsibly, with due care, competence and diligence, without allowing their independent judgement to be subordinated. Senior Management will act in the best interests of the company and fulfill the fiduciary obligations.

 

 

Conflict of Interest

 

Mirc respects the right of Senior Management personnel to participate in outside financial business or other activities provided those activities are legal and are not in conflict with their duties. Accordingly, senior management personnel of the company shall not engage in any business, relationship or activity, which may be in conflict with interest of the company or group. Conflicts can arise in many situations. It is not possible to cover every possible conflict situation and at times, it will not be easy to distinguish between proper and improper activity. Set forth, are some of the common circumstances that may lead to a conflict of interest, actual or potential:

 

a)      Senior Management shall not engage in any activity / employment that interferes with the performance or responsibility to the company or is otherwise in conflict with or prejudicial to the company.

b)      Senior Management and their immediate families shall not invest in company, customer, supplier, developer of competitor and generally refrain from investments that compromise the responsibility to the company.

c)      Senior Management shall avoid conducting company business with relative or with a firm/ company in which a relative/ related party is associated in any significant role.

 

If such related party transactions are unavoidable it must be fully disclosed to the Board or to the Compliance Officer of the company.

 

Compliance

 

Senior Management personnel 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 behaviour, the senior management personnel must report any possible violation of law, rules, regulation or the code of conduct to the Company secretary. If the ethical and professional standards set out in the applicable laws and regulations are below that of the code, then the standards of the code shall prevail.

 

Related Parties

 

As a general rule, senior management personnel shall avoid conducting company business with a relative or significant other, or with a business which a relative significant other is associated in any significant role. Relative shall include

 

q  Spouse

q  Father                                                            

q  Mother (including step mother)

q  Son (including step son)

q  Sons wife

q  Daughter (including step daughter)

q  Fathers Father

q  Fathers Mother

q  Mothers Mother

q  Mothers Father

q  Sons Son

q  Sons Sons wife

q  Sons daughter

q  Sons daughters husband

q  Daughters Husband

q  Daughters Son

q  Daughters Sons Wife

q  Daughters Daughter

q  Daughters Daughters Husband

q  Brother (including step-brother)

q  Brothers Wife

q  Sister (including step sister)

q  Sisters Husband

 

The Company discourages the employment of relatives in positions, assignments within the same department and 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). The purpose of this policy is to prevent the organizational impairment and conflicts that are a likely outcome of the employment of relatives or significant others, especially in a supervisory/ subordinate relationship. If a question arises about whether a relationship is covered by this policy the Human Resource Department is responsible for determining whether an applicants or transferees acknowledged relationship is covered under this policy. The Human Resource Department shall advise all affected applicants and transferees of this policy. Willful withholding of the information regarding a prohibited relationship/ reporting arrangement may be subject to corrective action, up to and including termination. If a prohibited relationship exists or develops between two employees, the employee in the senior position must bring this to the attention of his/ her supervisor. The Company retains the prerogative to separate the individuals at the earliest possible time, either through reassignment or by termination, if necessary.

 

Confidentiality of Information

 

The Companys confidential information is a valuable asset. Any information concerning the companys business, its customers or other entities which is not in public domain and to which the senior management personnel has access or possesses such information, must be considered confidential and held in confidence, unless authorised to do so and when disclosure is required as a matter of law. No senior management personnel shall provide any information either formally or informally, to the press or any other publicity media, unless specially authorised.  This obligation extends to confidential information of third parties, which the company has the rightfully received under Non-Disclosure Agreements.

 

Insider Trading

 

Any senior management personnel of the company shall not derive benefit or assist others to derive benefit by giving investment advice from the access to and possession of information about the company, not in public domain and therefore constitutes insider information. All the senior management personnel of the company will comply with insider trading guidelines issued by SEBI.

 

Insider Trading rules are strictly enforced, even in instances when the financial transactions seem small. The company has imposed a trading prohibited period on the members of the Board of the Directors, executive officers and all employees who has, as a consequence of their position with the company, are more likely to be exposed to material non public information about the company. The directors, executive officers and employees generally may not trade in company securities during the prohibited period. For more details, and to determine if you are restricted from trading during the prohibited periods, you must read the companys Insider Trading rules. You must read the insider trading rules carefully, paying particular attention to the specific policies and the potential criminal and or civil liability and/or disciplinary action for insider trading violation. You should comply with the companys insider trading rules, follow the pre-clearance procedures for trading and trade only during a non prohibited period.

 

Gifts & Donation

 

No senior management personnel 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 (or uncompetitive) favors or decisions for the conduct of the business. Accordingly, each senior management personnel shall ensure that dealings with third parties with whom the company does business are concluded on terms that would generally be available to persons without the status of senior management or senior managements family members. Nominal gifts of commemorative nature, for special events may be accepted and reported to the Board/Managing Director.

 

 

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