A Sai Tanvi Group Domains

Applicable to all Directors and Senior Management Personnel

Preamble

This Code of Conduct (“the Code”) shall be called “The Code of Conduct for Board Members and Senior Management Personnel of DeltaSigma Private Limited (DeltaSigma) and its subsid iaries” (hereinafter referred to as “the Company”). The Code is in alignment with the Company’s Vision and Values to achieve the Mission & Objectives and aims at enhancing ethical and transparent process in managing the affairs of the Company.

Applicability

The Code shall come into force with effect from August 1st, 2012 and shall be applicable to the following (hereinafter referred to as “Covered Parties”):

1) All Whole-time Directors.
2) All Non Whole-time Directors and Independent Directors unless specifically exempted from the Code or some of the provisions of the Code.
3) All Senior Management Personnel of the Company and shall include employees of the Company, who are at the level of one rank below the members of the Board of Directors. This will include all employees at the level of Chief Operating Officer and above 2.

Commitments

Covered Parties shall, in all matters related to the Company, act within the authority conferred upon them, keeping the best interests of the Company in view and observe the following:

1) Shall act in accordance with the highest standards of personal and professional integrity, honesty, good faith, with diligence and responsiveness, excellence in quality, with academic responsibility and freedom and ethical conduct.
2) Shall act in utmost good faith and fulfil the fiduciary obligations without allowing their independence of judgment to be compromised.
3) Every Director who is in any way, whether directly or indirectly, concerned or has financial interest in any business dealings concerning the Company shall disclose the nature of his concern or interest at a meeting of the Board of Directors. Other Senior Management Personnel shall make such disclosure to the Chairman / Managing Director / Deputy Managing Director. No interested person shall participate in the discussion or vote in the Board’s proceedings or participate in any other manner in the conduct or supervision of such dealings.
4) Shall avoid any dealing with a Contractor or Supplier that compromises the ability to transact business on a professional, impartial and competitive basis or that may influence discretionary decision to be made by the Board Members / Company.
5) Shall not hold any position or job or engage in outside business or other interest that is prejudicial to the interests of the Company.
6) Shall not exploit for their own personal gain, opportunities that are discovered through use of corporate property, information or position, unless the opportunity is disclosed fully in writing to the Board of Directors of the Company and the Board declines to pursue such opportunity and allow him to avail such opportunity3.
7) Shall not make any statement which has the effect of adverse criticism of any policy or action of the Company or which is capable of embarrassing the relations between the Company and the public including all the stakeholders. Provided that nothing in this clause shall apply to any statement made or views expressed by a Board Member, which are purely factual in nature and are not considered as confidential, in his official capacity or in due performance of the duties assigned to him.

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