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Corporate Citizenship Act as a responsible corporate serving the communities touched by the business and caring for the environment

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Code Of Conduct

1. National Interest - The COMPANY shall be committed in all its actions to benefit the economic development of the countries in which it operates and of its shareholders. The COMPANY shall conduct its business affairs in accordance with the economic, development and foreign policies, objectives and priorities of the Nation's government and shall strive to make a positive contribution to the achievement of such goals at the international, national and regional level as appropriate.

 2. Financial Reporting and Records - The COMPANY shall prepare and maintain its accounts fairly and accurately in accordance with the accounting and financial reporting standards which represent the generally accepted guidelines, principles, standards, laws and regulations in all countries in which the COMPANY conducts its business affairs. Internal accounting and audit procedures shall fairly and accurately reflect all of the COMPANY's business transactions and disposition of assets. All required information shall be accessible to COMPANY auditors and other authorized parties and government agencies. There shall be no willful omissions of any COMPANY transactions from the books and records, no advance income recognition and no hidden bank account and funds. Any willful material misrepresentation of and/or misinformation on the financial accounts and reports shall be regarded as a violation of the Code apart from inviting appropriate civil or criminal action under the relevant laws.

 3. Competition - The COMPANY shall fully strive for the establishment and support of a competitive open market economy in all countries in which it operates and shall co-operate in the efforts to promote the progressive and judicious liberalization of trade and investment by a country. Specifically, The COMPANY shall not engage in activities, which generate or support the formation of monopolies, cartels and similar unfair trade practices. The COMPANY shall market its services on its own merits and shall not make unfair and misleading statements about competitors' services. Any collection of competitive information shall be made only in the normal course of business and shall be obtained only through legally permitted sources and means.

 4. Equal Opportunities Employer - The COMPANY shall provide equal opportunities to all its employees and all qualified applicants for employment without regard to their race, caste, religion, colour, ancestry, marital status, sex, age, nationality, disability and veteran status. Employees of The COMPANY shall be treated with dignity and in accordance with the COMPANY policy to maintain a work environment free of harassment, whether sexual, physical, verbal or psychological. Employee policies and practices shall be administered in a manner that would ensure that in all matters equal opportunity is provided to those eligible and the decisions are merit-based.

5. 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 which are intended to or perceived to obtain business or uncompetitive favours for the conduct of its business. However, a Tata COMPANY and its employees may accept and offer nominal gifts which are customarily given and are of commemorative nature for special events.

 6. Government Agencies - The COMPANY and its employees shall not offer or give any COMPANY funds or property as donation to any government agencies or their representatives, directly or through intermediaries, in order to obtain any favorable performance of official duties.

 7. Political Non Alignment - The COMPANY shall be committed to and support a functioning democratic constitution and system of the country it operates in. The COMPANY shall not support directly or indirectly any specific political party or candidate for political office. The COMPANY shall not offer or give any COMPANY funds or property as donations, directly or indirectly, to any specific political party, candidate or campaign.

 8. Health, Safety and Environment - The COMPANY shall strive to provide a safe and healthy working environment and comply, in the conduct of its business affairs, with all regulations regarding the preservation of environment of the territory it operates in. The COMPANY shall be committed to prevent the wasteful use of natural resources and minimize any hazardous impact of the development, production, use and disposal of any of its products and services on the ecological environment.

 9. Quality of Products & Services - The COMPANY standards backed by efficient after-sales service consistent with the requirements of the customers to ensure their total satisfaction. The quality standards of the COMPANY's services should at least meet the required national standards and the COMPANY should endeavor to achieve international standards.

 10. Corporate Citizenship - The COMPANY shall be committed to be a good corporate citizen not only in compliance with all relevant laws and regulations but also by actively assisting in the improvement of the quality of life of the people in the communities in which it operates. The COMPANY would also encourage volunteering amongst its employees and help them to work in the communities.

 11. Public Representation of the COMPANY - The COMPANY honours the information requirement of the public and its stakeholders. In all its public appearance with respect to disclosing COMPANY and business information to public constituencies such as media, the financial community, employees and shareholders, the COMPANY shall be represented only by a specifically authorized directors and employees. It will be the sole responsibility of these authorized representatives to disclose information on the COMPANY.

 12. Third Party Representation - Parties which have business dealings with the COMPANY such as consultants, agents, sales representatives, distributors, contractors, suppliers, etc. shall not be authorized to represent the COMPANY if their business conduct and ethics are known to be inconsistent with the Code.

 13. Shareholders - The COMPANY shall be committed to enhance shareholder value and comply with all regulations and laws that govern shareholders' rights. The Board of Directors shall duly and fairly inform its shareholders about all relevant aspects of COMPANY's business and disclose such information in accordance with the respective regulations and agreements.

 14. Ethical Code - Every officer of The COMPANY, which shall include Whole¬time Directors and the Managing Director, shall deal on behalf of the COMPANY with professionalism, honesty, integrity as well as high moral and ethical standards. Such conduct shall be fair and transparent and be perceived to be as such by third parties. Every officer shall be responsible for the implementation of and compliance with the Code in his professional environment. Failure to adhere to the Code could attract the most severe consequences including termination of employment.

 15. Regulatory Compliance - Every employee of a The COMPANY shall, in his business conduct, comply with all applicable laws and regulations, both in letter and in spirit, in all the territories in which he operates. 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.

 16. Concurrent Employment - An officer of a The COMPANY shall not, without the prior approval of the Managing Director of the COMPANY, accept employment or a position of responsibility (such as a consultant or a director) with any other COMPANY, nor provide "free-lance" services to anyone. In the case of a Whole-time Director or the Managing Director such prior approval must be obtained from the Board of Directors of the COMPANY.

 17. Conflict Of Interest - An officer of the COMPANY shall not engage in any business, relationship or activity, which might detrimentally conflict with the interest of his COMPANY. A conflict of interest, actual or potential, may arise where, directly or indirectly, (a) an officer of a THE COMPANY engages in a business, relationship or activity with anyone who is party to a transaction with his COMPANY, and (b) an officer is in a position to derive a personal benefit or a benefit to any of his relatives by making or influencing decisions relating to any transaction. An officer of the COMPANY conducting business on behalf of the COMPANY or being in a position to influence a decision with regard to his COMPANY's business with a supplier or customer of which his relative is a principal, officer or representative, resulting in a benefit to him or his relative. Award of benefits such as increase in salary or other remuneration, posting,promotion or recruitment of a relative of an employee of the COMPANY where such an individual is in a position to influence the decision with regard to such benefits. Acceptance of gifts, donations, hospitality and/or entertainment beyond the customary level from existing or potential suppliers, customers or other third parties which have business dealings with the COMPANY. Notwithstanding that such or other instances of conflict of interest exist due to any historical reasons, adequate and full disclosure by the interested employees should be made to the COMPANY's management. It is also incumbent upon every officer to make a full disclosure of any interest which the employee or the officer's immediate family, which would include parents, spouse and children, may have in a COMPANY or firm which is a supplier, customer, distributor of or has other business dealings with the COMPANY. Every officer who is required to make a disclosure as mentioned above shall do so, in writing, to his immediate superior who shall forward the information along with his comments to the person designated for this purpose by the MD/CEO who in turn will place it before the MD/CEO and/or the Board of Directors / Executive Committee appointed by the "Board and, upon a decision being taken in the matter, the officer concerned will be required to take necessary action as advised to resolve / avoid the conflict. If an officer fails to make a disclosure as required herein and the management of its own accord becomes aware of an instance of conflict of interest that ought to have been disclosed by the officer, the management would take a serious view of the matter and consider suitable disciplinary action against the officer. The assets of THE COMPANY should not be misused but employed for the purpose of conducting the business for which they are duly authorized. These include tangible assets such as equipment and machinery, systems, facilities, materials, resources as well as intangible assets such as proprietary information, relationships with customers and suppliers, etc.

 18. Securities Transactions and Confidential Information - An employee of the COMPANY and his immediate family shall not derive any benefit or assist others in to derive any benefit from the access to and possession of information about the COMPANY which is not in public domain and thus constitutes insider information. An employee of the COMPANY shall not use or proliferate information which is not available to the investing public and which therefore constitutes insider information for making or giving advice on investment decisions on the securities of COMPANY on which such insider information has been obtained. Such insider information might include the following -
a) Acquisition and divestiture of business or business units
b) Financial information such as profits, earnings and dividends
c) Announcement of new product introductions or development
d) Asset revaluations
e) Investment decisions / plans
f) Restructuring plans
g) Major supply and delivery agreements
h) Raising finances

 19. Protecting COMPANY Assets - The assets of COMPANY should not be misused but employed for the purpose of conducting the business for which they are duly authorized. These include tangible assets such as equipment and machinery, systems, facilities, materials, resources, documents as well as intangible assets such as proprietary information, relationships with customers and suppliers.

 20. Citizenship - An officer of The COMPANY shall in his private life be free to pursue an active role in civic or political affairs as long as it does not adversely affect the business or interests of the COMPANY or the Group.

 21. Integrity Of Data Furnished - Every officer of The COMPANY shall ensure, at all times, the integrity of data or information furnished by him to the COMPANY.

 22. Reporting Concerns - Every officer of The COMPANY shall promptly report to the management any actual or possible violation of the Code or an event he becomes aware of that could affect the business or reputation of the COMPANY.

EQUAL EMPLOYMENT OPPORTUNITY POLICY

1 Purpose - To ensure that all the COMPANY’s workplaces are free of unlawful discrimination and harassment.

2 Scope - Subject to statutory requirements in Country of its operation, this policy relates to all the COMPANY’s employees and workplaces.

3 References - Refer to national or state laws/ legislation on Discrimination and HumanRights in country of its operation.

4 Definitions Unlawful discrimination - Treating someone less favorably than another in similar circumstances.

Harassment - Any form of behavior including Sexual Harassment that offends, intimidates,humiliates or embarrasses another person.Sexual Harassment – as defined in the attached Sexual Harassment Policy.

SEXUAL HARASSMENT POLICY

1.Objective

The COMPANY is committed to providing to all its employees an environment free of gender based discrimination. In furtherance of this commitment, the COMPANY strives to provide all its employees with equal opportunity conditions of employment, free from gender-based coercion, intimidation, or exploitation. The COMPANY is dedicated to ensure enactment, observance and adherence of guidelines and best practices that prevent and prosecute commission of acts of sexual harassment. The COMPANY believes that all individuals have the right to be treated with dignity. Sexual harassment (as defined in Section II below) by or towards any employee in the workplace will not be condoned. This Policy applies to all allegations of sexual harassment made by any employee of the COMPANY against another employee irrespective of whether sexual harassment is alleged to have taken place within or outside COMPANY premises. All actions prohibited by this Policy are also applicable to all individuals who are on COMPANY premises or on any other property where the COMPANY conducts its business. If an individual commits an act in violation of this Policy, whether an employee of the COMPANY or a third party interacting with the COMPANY, the COMPANY will take appropriate remedial measures under the circumstances, including measures to mitigate against the potential for repetition, and to discipline any of its employees who may have participated in such conduct, or may have failed to stop such conduct when he or she had the authority to do so.

2 Definition and Examples of Sexual Harassment -

1. Sexual harassment includes any unwelcome, sexually determined behavior, direct or indirect, physical contact and advances, a demand or request for sexual favors, sexually colored remarks, showing pornography, any other unwelcome physical, verbal or non verbal conduct of a sexual nature. When any of these acts are committed in circumstances where the victim of such conduct has a reasonable apprehension that in relation to the victim's employment or work, such conduct can be humiliating or may constitute a health and safety problem, it will amount to sexual harassment. Sexual harassment includes, but will not be confined to the following: (a) Submission to unwelcome sexual advances, requests for sexual favours, and verbal or physical conduct of a sexual nature are made, either explicitly or implicitly, in return for a term or condition of instruction, employment, participation or evaluation of a person’s engagement in any COMPANY activity; (b) When unwelcome sexual advances and verbal, non-verbal, or physical conduct such as sexually coloured remarks or jokes, letters, phone calls or e mail, gestures, showing of pornography or other visual displays of degrading sexual images, lurid stares, physical contact or molestation, stalking, sounds of a derogatory nature have the purpose or effect of interfering with an individual’s performance or of creating an intimidating, hostile or offensive environment; (c) When any form of sexual assault is committed where a person uses the body or any part of it or any object as an extension of the body in relation to another person; and (d) When any such conduct as defined in (a) and (b) above is committed by a third party or outsider interacting with the COMPANY in relation to an employee of the COMPANY or vice versa on the premises of the COMPANY.

2. Sexual harassment may be of two kinds: hostile work environment and an attitude of quid pro quo. (a) Hostile work environment constitutes sexual harassment directed towards an individual because of his or her gender and has the purpose or effect of (i) creating an intimidating, hostile, or offensive work environment, or (ii) unreasonably interfering with another’s work performance. Generally this includes pornography in public places, foul language, etc and may not be directed at any individual employee in particular, but the effect on all employees is one of discomfort; (b) Sexual harassment by one in a position of power or influence constitutes quid pro quo sexual harassment when (i) submission by an individual is made either an explicit or implicit term or condition of employment, or (ii) submission to or rejection of such conduct is used as the basis for employment decisions affecting that employee such as promotions, salary raises, etc.

3 Obligation of the COMPANY -

1. The COMPANY shall be responsible, among others, for the following:

(a) Prohibit, prevent and deter commission of acts of sexual harassment;

(b) Implement the Policy by providing 'discrimination and hostility free' work environment;

(c) Spread awareness of the Policy amongst its employees, including by publication, notification and circulation of the Policy;

(d) Sensitizing employees about sexual harassment issues;

(e) Provide fair and impartial procedures for resolution, settlement or prosecution of acts of sexual harassment by taking all necessary steps, including those more particularly provided hereinafter; and

(f) Implementation of recommendations of the Complaints Committee (as hereinafter defined).

2. Upon becoming aware of the commission of an act(s) of sexual harassment, the COMPANY shall have the right to initiate action of its own accord, even in the absence of a formal complaint being filed by any employee.

4 Complaints Committee -A Complaints Committee will be set up by the COMPANY, which will deal with all cases of alleged sexual harassment whether escalated to it by any COMPANY employee or taken up by the COMPANY of its own accord, to prevent and deal with sexual harassment and to otherwise implement the Policy.

5 Filing a Complaint - Any employee will have a right to lodge a complaint concerning sexual harassment against an employee or a third party interacting with the COMPANY ("Complaint") with the Complaints Committee in terms of the Policy. The following steps will be followed in this regard: (a) An employee making a Complaint ("Complainant") will be afforded full confidentiality at this stage; (b) No person against whom a Complaint is made shall be part of the Complaints Committee; (c) Within three (3) working days of the receipt of the Complaint, the Complaints Committee will convene a meeting of which advance written notice will be given to the Complainant; (d) At this meeting, the Complainant will be entitled to remain present personally; (e) At the first meeting of the Complaints Committee, the Complainant shall be heard and the Complaints Committee shall decide whether the Complaint should be proceeded with. The Complaint will be dropped only if the Complainant on the face of it does not disclose an offence of sexual harassment; (f) In case the Complaints Committee decides to proceed with the Complaint, the wishes of the Complainant concerning the issue shall be taken into account and if the Complainant so wishes the accused ("Accused") ill be called to a meeting of the Complaints Committee, heard and if necessary, warned about his or her behavior and the matter concluded with a recording to that effect made by the Complaints Committee; (g) If the Complainant however, wishes to proceed with the complaint beyond a mere warning to the Accused, the same will be proceeded with in the manner prescribed in this Policy.

6 Proceedings of the Complaints Committee - (a) The Complaints Committee shall prepare the statement of allegation and shall hand over the same to the Accused; (b) If the Accused desires to tender any written explanation to the statement of allegation, he or she shall submit the same to the Complaints Committee; (c) The Complaints Committee shall give every reasonable opportunity to the Complainant and the Accused, for putting forward and defending their respective case and to ensure that the Complainant and Accused have full opportunity to present their claims, witnesses and evidence which may establish their claims; (d) Both the Complainant and the Accused shall have the right to submit supporting evidence and shall have the right to cross-examine witnesses examined by the Complaints Committee; (e) All the proceedings of the Complaints Committee will be recorded and the same shall be made available to the Complainant and the Accused; (f) The Complaints Committee shall complete the enquiry and make a report of its findings on the charges against the Accused and its decision to the management of the COMPANY ("Management") within a maximum period of sixty (60) days from the date of filing of the Complaint by the Complainant. The report of the Complaints Committee shall also include recommendations to the Management for imposition of penalty and the reasons for such recommendations.

7 Implementation of Recommendation of the Complaints Committee -The Management shall consider the recommendations and findings of the Complaints Committee and make a decision in relation to action to be taken against the Accused within ten (10) days of the submission of the report by the Complaints Committee. The Management may issue such order and, or, directions as it deems fit. The Management shall also endorse a copy of its order to the Complainant, Accused and to the Complaints Committee.

8 Punishment for Sexual Harassment - The Management can impose the following penalties on an employee held to be guilty of sexual harassment. These penalties shall be classified as minor and major penalties:

(a) Minor penalties-

(i) Warning

(i) Withholding of increment /promotion;

(ii) Reduction in base salary;

(iii) Termination of service.

Provided however, that in addition to these penalties, the employee can also be required to give a written apology to the Complainant and upon his/ her failure to do so, the punishment can be enhanced.

9 Protection against Victimisation – 1. During the pendency of the Complaint, the COMPANY shall: (a) In the event the Accused is the Complainant’s Superior, review the possibility of relocating the Complainant within the COMPANY and ensure that the Complainant is not subject to appraisal by the Accused; (b) Ensure that any sort of retaliation against the Complainant or witnesses is strictly prohibited. Any act of reprisal, including internal interference, coercion and restraint, by the accused, whether directly or indirectly, will result in appropriate action against the Accused by the Complaints Committee in consultation with the Management; (c) Where the Accused is a third party interacting with the COMPANY, such Accused shall not be allowed to enter the COMPANY premises except for the purpose of attending the present Complaint. 2. After the conclusion of the investigations of the Complaint: (a) If the Accused is found to be guilty, the Accused shall not write the Appraisal Reports of the Complainant, if he or she is otherwise so authorized; (b) Where the Accused is a third party interacting with the COMPANY, and found to be guilty, the Accused shall not be allowed to enter the COMPANY premises. 3. In the event, the Complaints Committee after investigation of a Complaint in accordance with the procedure prescribed herein, concludes that the Complaint was false and made with malafide intention by the Complainant, then the Complaints Committee shall take such appropriate measures, in consultation with the Management, against the Complainant, as it may deem necessary.

10 Criminal Proceedings - Where sexual harassment amounts to a specific offence under the laws of the land or as per the constitution of the country (India - Indian Penal Code, 1860 or under any other applicable law in India), the Management shall initiate appropriate action, in accordance with law, by making a complaint with the appropriate authority.

11 Modification and Review of the Policy - The COMPANY reserves the right to modify and, or, review the provisions of this Policy, so as to comply with applicable legal requirements in Country of its operation, internal policies, or with a view to fine tune or alter the provisions of this Policy to the extent deemed necessary by the COMPANY from time to time.

GIFT POLICY The COMPANY recognises that exchange of gifts with people with whom we do business with is not unusual and is considered acceptable. The receipt and giving of gifts is part of normal social exchange. Such exchange is neither irregular nor is it unusual. However, the need is recognised for a stated policy setting caps on the value of such gifts and for defining circumstances under which it would be acceptable or not acceptable to retain gifts. The cardinal principle would be that gifts should not be given or received either to obtain favours / preferential treatment or in return for favours/ preferential treatment.

1. Gifts could be either solicited or unsolicited. The COMPANY, regardless of the circumstances, does not permit the soliciting of gifts. This policy defines the circumstances under which unsolicited gifts received either in Country of its operation or abroad can be accepted and retained.

2. The circumstances under which gifts might be received fall into various categories.

i. Gifts received on New Year and other festive occasions.

ii. Gifts received only on occasions of wedding of self or children.

iii. Gift vouchers / gift cheques received in recognition of a professional contribution made by the recipient, such as for making a presentation, conducting a training programme/workshop for a professional and academic institution etc.

iv. Gifts received on the occasion of a terminal event such as a transfer or on cessation of employment.

v. Gifts of any value received for any other reason (not stated in [i] to [iv], approval to be taken from the designated Corporate HR.

3. Declaration regarding receipt of gift : In all instances, the recipient of a gift of more than the approved value, will make a declaration stating the description of the gift that has been received, the estimated value of the gift and the circumstances under which the gift was received and particulars of donor. Such declaration should be submitted in the office of corporate HR within 15 days of the receipt.

4. Kind of Gift: A list of the kinds of gifts that might be received is provided below:

a) Articles of only an edible nature for festive occasions in item 2 [i].

b) Articles of use in an office such as table clocks, stationery, desk accessories on New Year only with COMPANY’s logo in item 2[i]e.

c) Gift worth up to Rs.1000/- for wedding only in item 2[ii].

d) Gift vouchers / Gift cheques only in the case of professional contribution in item 2[iii].

5. Circumstances under which gifts can be accepted:

i. Receipt of Cash Gift: Only in the case of retirement or cessation of employment, an employee can retain cash gift of Rs.1,000/- or more.

ii. However, in the case of transfers, collective gift in kind can be received. The value limit is not applicable in such cases.

6. Gifts received in recognition of a professional contribution made by the recipient, such as for making a presentation, conducting a training programme/workshop for a professional and academic institution etc. Where the receipt of gift is in gift vouchers and gift cheque and more than Rs.1,000/-, the recipient will be permitted to retain the full amount received, if prior permission is taken from the COMPANY. However, information to the Corporate HR should be given. No cash to be received. Where the COMPANY has borne expenses, such as travel or lodging, related to the event and the organisers reimburse such expenses, all such reimbursements will be surrendered to the COMPANY.

7.Receipt of gift from parties having business relationship with the COMPANY including gifts from subordinates Gifts received from a donor where the donor has a business relationship with the COMPANY and could derive benefits from the recipient should only be of a value up toRs.1,000/-. Illustrative categories of parties with business relationships with the COMPANY would be vendors, dealers, contractors, consultant and customers etc. However, all such gifts should have donor’s COMPANY’s logo or business identity.

8. No gifts should be accepted from any person or party who is in default of the COMPANY in any manner. By way of illustration, parties in default would be parties from whom monies are overdue or parties with whom the COMPANY is engaged in litigation and parties against whom disciplinary action has been taken. It is desirable that the recipient should check the status of the parties from Administration of Finance department to make sure that the provisions of the above clause are not contravened.

9. It is recognised that at times gift exceeding the value caps contained in this policy are to be received as the return of these gifts may cause embarrassment. This situation may occur special during overseas visit of our officers where sometimes expensive gifts are given by the overseas hosts. In this situation the recipient should surrender the gift at the earliest. The COMPANY will decide the procedure for utilisation of such gifts.

10. The COMPANY considers it good practice to share gifts of a nature, which an employee is permitted to receive, such as gifts of an edible nature, with fellow employees. The nature of the gift permitting, it would also be good practice to use gifts in the office.

11. Where an employee received gifts exceeding the value caps contained in this policy, it would be advisable to return the gift to donor with a covering letter thanking the donor for the same and quoting the relevant provision of this policy. The draft of the letter as and when required may be obtained from the office the Corporate HR.