Code of Conduct

Code of Conduct for the Board of Directors and Senior Management of G.G. Dandekar Machine Works Ltd.

This Code of Conduct (the "Code") shall be effective from 1 April 2007.
1. APPLICABILITY
This Code shall be applicable to each member of the Board of Directors of G.G. Dandekar Machine Works Ltd.(the 'Company"), hereinafter referred to as "a Director", as well as employees in the grade of Vice President and Business Heads of the Company, being members of the "Senior Management1 of the Company, or such other employee of the Company as may be designated as member of the Senior Management for the purpose of this Code by the Chairman / Managing Director of the Company from time to time (hereinafter referred to as "Senior Management").
2. OBJECTIVE
  • a. To enhance the standards of ethical conduct.
  • b. To evolve as good corporate citizens by implementing highest degree of transparency, integrity, accountability and corporate social responsibility.
  • c. To further achieve good corporate governance by complying with all laws, rules, and regulations applicable to the Company and fulfilling responsibilities towards stakeholders.
3. THE CODE

Every person to whom this Code applies will be bound by the following, to the extent applicable:
A. Regulatory Compliances
  • i) To comply with all applicable laws, rules, regulations and regulatory orders,
  • ii) To acquire appropriate up - to - date knowledge of requirements of compliances under various applicable statues.
  • lii) To ensure proper legal compliance and management system is in place for reporting status of compliance under various laws.
B. Honest and Ethical Conduct
To act in utmost good faith and in accordance with highest standards of personal and professional integrity, honesty and ethical conduct in respect of all transactions.
C. Conflict of Interest
To avoid scrupulously conflicts of interest' with the Company. A conflict of interest exists where the interest of a Director or member of the Senior Management conflicts with those of the Company.
D. Corporate Opportunities
  • i) Not to exploit for their own personal gain, opportunities that are discovered through the use of the Company's property (including intellectual property), information or position.
  • ii) Not to divert to his / her own advantage any business opportunity that the Company is pursuing.
E. Fair Dealing
To deal fairly with the stakeholders and employees of the Company-
F. Protecting Company's Confidential Information
To maintain the confidentiality of sensitive information of the Company and its business or that of any stakeholder to which the Company has a duty of confidentiality to maintain, except when disclosure is authorised or legally mandated. The confidential information includes all information not in the public domain that might be of use to competitors or harmful to the Company.
  • ii) Not to use confidential information for own advantage or profit.
G. Use and Protection of Company's Assets
  • i) To protert Company's assets and properties, including intellectual property and ensure its efficient use.
  • ii) To ensure the use of Company's property for legitimate business purposes.
H. Disclosure of Interest
To disclose the necessary information to the Company at regular intervals in respect of various declarations under the various acts, rules and regulations, including the Companies Act, 1956, and the details of related parties from time to time.
I. Compliance of Insider Trading Code
To comply with the provision of the Code of Conduct for Prohibition of Insider Trading approved by the Board of Directors in its meeting held on 15th January, 2003 and made effective on 15th January, 2003.
J. Contribution in Strategic Planning
  • i) To exercise independent judgment and if required, oppose, in case the vital interest of the Company is affected.
  • ii) To promote ethical and responsible decision mating.
  • iii) To contribute in the most effective manner to achieve the Vision and Mission of the Company.
K. Meetings
  • i) To endeavour to attend and actively participate in ail the meetings of the Board of Directors and its Committees, where he is a member, as well as general meetings of the members of the Company.
  • ii) Not to participate in any meeting, in any discussion or vote on any matter in which he is interested as a Director.
L. To Act as a Trustee
  • i) To exercise his / her powers for the purposes they were conferred, for the benefit and prosperity of the Company at all times.
  • ii) The Director to discharge his fiduciary duty as a Trustee in a fair impartial manner.
4. CERTIFICATION
Each of the Directors and Senior Management of the Company to whom this Code is made applicable, shall file with Company Secretary of the Company, a certificate addressed to the Chairman of the Company, by the 10th April every year, starting from April, 2008 onwards, confirming his/her compliance with the provisions of this Code.

For and behalf of Board of Directors of
G.G. Dandekar Machine Works Ltd.

Mr. Atul C. Kirloskar
Chairman

Date: 27th April, 2007