code shall be called “The Code of Business Conduct & Ethics for Board Members
and Senior management” of MSTC Ltd (hereinafter referred to as “the Company”)
purpose of the Code is to enhance ethical and transparent process in managing
the affairs of the Company.
Code for Board Members and Senior Management has been framed specially in
compliance of the provisions of Clause 49 of the Listing Agreement with the
Stock Exchanges and as per the Guidelines of DPE.
shall come into force with effect from 28th of December 2007. (Year
Definitions and interpretations:
term “Board Members” shall mean Directors on the Board of Directors of the
term “Whole-time Directors” or “Functional Directors” shall be the Directors on
the Board of Directors of the Company who are in whole-time employment of the
term “Part-time Directors” shall mean Directors on the Board of Directors of the
Company who are not in whole time employment of the Company.
term “Relative” shall have the same meaning as defined in Section 6 of the
Companies Act, 1956
term “Senior Management” shall mean personnel of the Company who are members of
its core management team excluding Board of Directors and would comprise all of
members of management one level below the Whole time Directors, including all
term “the Company” shall mean MSTC Ltd
code shall be applicable to the following personnel:
All the Whole-time Directors including the Chairman & Managing Directors
of the Company.
All Part-time Directors including Independent Directors under the
provision of law.
Whole-time Directors and Senior Management should continue to comply with other
applicable/ to applicable policies, rules and procedures of the Company .
Contents of code
Part I General Moral Imperatives.
Part II Specific Professional Responsibilities.
Part III specific Additional Provisions for Board Members and Senior
This code is intended to serve as a basis for ethical decision making in the
conduct of professional work. It may also serve as a basis for judging the merit
of a formal compliment pertaining to violation of professional ethical
This is understood that some words and phrases in the code of the ethics and
conduct document are subject to verifying interpretations. Incase of any
conflict, the decision of the Board shall final.
PART – I
General Moral imperatives.
5.1 Contribute to society and human well being
This principle concerning the quality of life of all people,
affirms an obligation to protect fundamental human rights and to respect the
diversity of all cultures. We must attempt to ensure that the products of our
efforts will be used in socially responsible ways, will met social needs and
will avoid harmful effects to health and welfare of others. In addition to a
safe social environment, human well being includes a safe natural environment.
Therefore, all Board Members and Senior Management who are accountable
for the design, development, manufacture and promotions of company’s products,
must be alert to, and make others aware of, both a legal and a moral
responsibility for the safety and the protection of human life and environment.
Be honest and honesty are essential components of trust. Without trust
an organization cannot function effectively.
Integrity and honesty are essential components of trust. Without trust an
organization cannot function effectively.
All Board Members and Senior management are expected to act in accordance
with highest standards personal and professional integrity, honestly and ethical
conduct, while conducting business of the Public Enterprises.
Be fair take action not to discriminate.
The value of equality, tolerance, respect for others, and principles of
equal justice govern this imperative. Discrimination, on the basis of race, sex,
religion, caste, age, disability, national origins or other such factors, is an
explicit violation of the Code.
The principle of honestly extends to issues of confidentiality of
information. The ethical concern is to respect all obligations of
confidentiality to all stakeholders unless discharged from such obligations by
requirements of the law or other principles of this Code.
All board members and Senior Management, therefore, shall maintain the
confidentiality of all confidential unpublished information about business and
affairs of the CPSE.
Pledge & Practice.
To strive continuously to bring about integrity and transparency in all
spheres of the activities
Work unstintingly for eradication of corruption in all sphere of life
Remain vigilant and work towards growth and reputation of the Company.
Bring pride to the organization and provide value-base services to
Do duty conscientiously and without fear or favour.
PART – II
Specific Professional Responsibilities
the Vision, Mission and Values of CPSE – each day.
Live the Vision Mission and Values of MSTC Ltd each day. For quick reference
they are as under:
Zeal to excel and zest for change.
Integrity and fairness in all matters.
Respect for dignity and potential of individuals.
Strict adherence to commitments.
Ensure speed of response.
Foster learning, creativity and team-work.
Loyalty and pride in the CPSE.
Strive to achieve the highest quality, effectiveness and dignity
in both the process and products of professional work: Excellence is perhaps
the most important obligation of a professional. Everyone, therefore, should
strive the highest quality, effectiveness and dignity in their professional
Acquire and maintain professional competence: Excellence depends on
individuals who take responsibility for acquiring and maintaining professional
competence. All are, therefore, expected to participate in setting standards for
appropriate levels of competence, and strive to achieve those standards.
Compliance with Laws: The Board members and Senior Management of the CPSE
shall comply with all the applicable provisions of existing local, state,
national, and international laws. They should also follow and obey the policies,
procedures, rules and regulations relating to business of the CPSE
Accept and provide appropriate professional review: Quality professional
work depends on professional review and comments, Whenever appropriate,
individual member should seek and utilize peer review as well as provide
critical review of the wok of theirs
personal and resources to enhance the quality of working life:
Organizational elders as responsible for ensuring that a conductive working and
business environment is created for fellow employees to enable them delivering
their best. The Board Members and Senior Management would be responsible for
ensuring human dignity of all employees of CPSE by providing them necessary
assistance and cooperation, thus enhancing the quality of working.
upright and avoid any inducement: The board members and Senior Management
shall not, directly or indirectly through their family and other connections,
solicit personal fee, commission or other form of remuneration arising out of
transactions involving Company. This includes gifts or other benefits of
significant value, which might be extended at times, to influence business foe
the organization or awarding a contract to an agency, etc.
Corporate Discipline: The flow of communication within the CPSE is not rigid
and people are free to express themselves at all levels. Through there is a free
exchange of opinions in the process of arriving at a decision, but after
the debate is over and a policy consensus has been established, all are expected
to adhere and abide by it, even when in certain instances one may not agree with
it individually. In some cases policies act as a guide to action, in other they
are designed to put a constraint on action. All must learn to recognize the
difference and appropriate why they need to observe them.
in a manner that reflects credit to the Company: All are expected to conduct
themselves, both on and off duty, in a manner that reflects credit to the
Company. The sum total of their professional attitude and behaviour has a
bearing n the standing of the Company and the way in which it is perceived
within the organization and by the public at a large.
Be accountable to Company’s stakeholders: All of those whom we serve,
be it our Customers, without whom the Company will not be in business, the
Shareholders, who have important stake in business, the Employees, who have
vested interest in making all happen, the Vendors, who support the Company
deliver in time and the Society to which Company is responsible for its actions
– are stakeholders of the Company. All, therefore, must keep in mind at all time
that they are accountable to the Company’s stakeholder.
Prevention of insider Trading: The Board Members and Senior
Management shall comply with the code, Internal Procedures and conduct for
preservation of Insider Trading in dealing with Securities of the Company.
Identify, mitigate and manage business risks: It is everybody’s
responsibility to follow the Risk Management, Framework of the Company to
identify the risk that surround function or area of operation of the Company and
to assist in the company-wide process of managing such risks, so that Company
may achieve its wide business objectives.
Protect properties of the Company: The Board Members and Senior
Management shall protect the assets including physical assets, information and
intellectual rights of the Company and shall not use same for personal gain.
PART – III
Specific Additional Provisions for Board Members and Senior Management.
Board Members and Senior Management: They shall undertake to activity
participate in the meeting of the Board and committee on which they serve.
Undertake to inform the Chairman and Managing Director/Company Secretary of the
Company of any changes in their other Board positions, relationship with other
business and other events/circumstances/conditions that may interfere with their
ability to perform Board/Board Committee duties or may impact the judgment of
the Board as to whether they meet the in dependence requirements of Listing
Agreement with Stock Exchanges and the Guidelines of DPE.
Undertake that without prior approval of the disinterested members of the Board,
they will avoid apparent conflict of interest. Conflict of interest may
exist when they have personal interest that may have a potential conflict with
the interest of the Company. Illustrative cases can be
-Relate Party Transactions: Entering into any transactions or
relationship with Company or its subsidiaries in which they have a financial or
other personal interest (either directly or indirectly such as through a family
member or relation or other person or other organization with which they are
-Outside Directorship: Accepting directorship on the Board of any other
Company that competes with the business of the Company.
-Consultancy/Business/Employment: Engaging in any activity (be it in the
nature of providing consultancy service, carrying on business, accepting
employment) which is likely to interfere or conflict with their duties/
responsibilities towards the Company. They should not invest or associate
themselves in any other manner with any supplier, service provider or customer
of the Company
-Use of official position for personal gains: Should not use their
official position for personal gains.
2.3 Compliance with the Code of Business Conduct and Ethics
2.3.1 All members of the Board Members and Senior
Management of Company shall uphold and promote the principles of this code.
The future of the organization depends on both technical and ethical excellence.
Not only it is important for Board Members and Senior Management to adhere to
the principles expressed in the Code, each of them should also encourage and
support adherence by others.
2.3.2 Treat violation of this code as inconsistent
association with the organization.
Adherence of professionals to a code of ethics is largely
and generally a voluntary matter. However, if any of
Board Members and Senior Management does not allow this Code, the matter would
be reviewed by the Board and its decision shall be final. The Company reserves
the right to take appropriate action against the defaulter.
Continual updation of Code.
This Code id subjected to continuous review and updation in line with any
changes in law, changes in Company’s philosophy, vision, business plans or
otherwise as may be deemed necessary by the Board and all such
amendments/modifications shall take effect prospectively from the date stated
Where to seek clarifications.
Any member of Board and Senior Management requiring any clarification regarding
this code of conduct may contact Director (HR)/Company Secretary / any officer
specifically designated by the Board of directors.