Code of Conduct

Foreword
The values and principles which governs the manner in which the Vaghani Techno-Build Limited and its employees conduct themselves, are formally articulated as the Code of Conduct. This Code is intended to serve as a guide on the values, ethics and business principles expected in the personal and professional conduct of the Directors and its employees.

Shareholders
The company shall be committed to enhancing shareholder value and complying with all regulations and laws that govern shareholder rights. The board of directors shall duly and fairly inform its shareholders about all relevant aspects of the company’s business, and disclose such information in accordance with relevant regulations and agreements.

Regulatory compliance
The Company shall comply with all applicable laws and regulations, in letter and spirit, in all the territories in which it operates. If the ethical and professional standards of applicable laws and regulations are below that of the Code, then the standards of the Code shall prevail. Directors shall comply with applicable laws and regulations of all the relevant regulatory and other authorities. As good governance practice they shall safeguard the confidentiality of all information received by them by virtue of their position.

Financial reporting and records
The company shall prepare and maintain its accounts fairly and accurately and in accordance with the accounting and financial reporting standards which represent the generally accepted guidelines, principles, standards, laws and regulations of the country. Internal accounting and audit procedures shall reflect, fairly and accurately, all of the company’s business transactions and disposition of assets, and shall have internal controls to provide assurance to the company’s board and shareholders that the transactions are accurate and legitimate. All required information shall be accessible to company auditors and other authorised parties and government agencies. There shall be no wilful omissions of any company transactions from the books and records, and no hidden bank account and funds. No employee shall make, authorise, abet or collude in an improper payment, unlawful commission or bribing.

Public representation of the company
The Company honours the information requirements of the public and its stakeholders. In all its public appearances, with respect to disclosing company and business information to public constituencies such as the media, the financial community, employees, customers, suppliers, associates and other stake holders, The Company shall be represented only by specifically authorised directors and employees. It shall be the sole responsibility of these authorised representatives to disclose information about the company.

Integrity of data furnished
Every employee shall ensure, at all times, the integrity of data or information furnished by him/her. He/she shall be entirely responsible in ensuring that the confidentiality of all data is retained and in no circumstance transferred to any outside person/party in the course of normal operations without express guidelines from or, the approval of the management.

An employee and his / her immediate family shall not derive any benefit or counsel, or assist others to derive any benefit, from access to and possession of information about the company or its clients or suppliers that is not in the public domain and, thus, constitutes unpublished, price-sensitive insider information.

An employee shall not use or proliferate information that is not available to the investing public, and which therefore constitutes insider information, for making or giving advice on investment decisions about the securities of the company, client or supplier on which such insider information has been obtained.

An employee shall also respect and observe the confidentiality of information pertaining to other companies, their patents, intellectual property rights, trademarks and inventions; and strictly observe a practice of non-disclosure.

Corporate citizenship
The company shall be committed to good corporate citizenship, not only in the compliance of all relevant laws and regulations but also by actively assisting in the improvement of quality of life of the people in the communities in which it operates.

The company shall strive to provide a safe, healthy, clean and ergonomic working environment for its people. It shall prevent the wasteful use of natural resources and be committed to improving the environment. The company shall strive for economic, social and environmental sustainability, while performing its business operations.

An employee, including the director, shall always act in the interest of the company, and ensure that any business or personal association which he / she may have does not involve a conflict of interest with the operations of the company and his / her role therein.

An employee, including the director, shall not accept a position of responsibility in any other company or not-for-profit organisation without specific sanction.

Gifts and donations
The company and its employees shall neither receive nor offer or make, directly or indirectly, any illegal payments, remuneration, gifts, donations or comparable benefits that are intended, or perceived, to obtain uncompetitive favours for the conduct of its business. The company shall cooperate with governmental authorities in efforts to eliminate all forms of bribery, fraud and corruption.

The company and its employees shall not, unless mandated under applicable laws, offer or give any funds or property as donation to any government agency or its representative, directly or through intermediaries, in order to obtain any favourable performance of official duties. The company shall comply with government procurement regulations and shall be transparent in all its dealings with government agencies.

Ethical conduct & Reporting
Every employee including directors, shall exhibit culturally appropriate behaviour and deal on behalf of the company with professionalism, honesty and integrity, while conforming to high moral and ethical standards. Such conduct shall be fair and transparent and be perceived to be so by third parties.

Every employee including directors, shall preserve the human rights of every individual and the community, and shall strive to honour commitments. Every employee including directors shall be responsible for the implementation of and compliance with the Code in his / her environment.

Every employee shall promptly report to the management, when she / he becomes aware of any actual or possible violation of the Code or an event of misconduct, act of misdemeanour or act not in the company’s interest. Any employee can choose to make a protected disclosure by reporting to the board of directors or specified authority. The Authorities ensure appropriate actions on any violations such reported.