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This Code of Conduct for Board of Directors andseniormanagement executives(the Code) of the Rubber Products Limited (the Company) helps in maintaining and following the standards of business conduct of the Company. The purpose of the code is to deter wrongdoing and promote ethical conduct in the Company. The matters covered in this Code are of the utmost important to the Company, its stakeholders and business partners. Further, these are essential so that the Company can conduct its business in accordance with its stated values.

All Directors andseniormanagement executivesof the companyshall deal on behalf of the company with professionalism, honesty, integrity as well as high moral andethical standards. Such conduct shall be fair and transparent and be perceived to be such by thirdparties.
Honest conduct is understood as such conduct that is ethical, free from fraud or deception and conforming to the accepted professional standards. Ethical conduct includes the ethical handling of actual or apparent conflicts of interest between personal and professional relationship.
All Directors, Senior Executives and employees of the company shall be responsible for the implementation of and compliance with the code in hisprofessional environment. Failure to adhere to the code could attract the most severe consequences including termination of employment.

It is the Company's policy to comply fully with all applicable laws and regulations. Ensuring legal andregulatory compliance is the responsibility of the Chief Executives of the Company. The Company cannot accept practices which are unlawful or may bedamaging to its reputation. The Board of Directors must satisfy themselves that sound andadequate arrangements exist to ensure that they comply with the legal and regulatory requirementsimpacting each business and identify and respond to developments in the regulatory environment inwhich they operate. In the event the implication of any law is not clear, the Company's Legal Departmentshall be consulted for advice.

All directors and senior management executives shall ensure that their actions in the conduct ofbusiness are totally transparent except where the needs of business security dictate otherwise. Suchtransparency shall be brought about through appropriate policies, systems and processes, including asappropriate, segregation of duties, tiered approval mechanism and involvement of more than one managerin key decisions and maintaining supporting records. It shall be necessary to voluntarily ensure that areasof operation are open to audit and the conduct of activities is totally auditable.

The company shall prepare and maintain its accounts fairly and accurately in accordance with the accounting and financial reporting standards that represent the generally accepted guidelines, principles, standards, laws and regulations of the country 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.

The company shall provide equal opportunities to all its employees and all qualified applicants foremployment, 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 andin accordance with the policy to maintain a work environment free of sexual harassment, whetherphysical, verbal or psychological. Employee policies and practices shall be administered in a mannerthat would ensure that in all matters equal opportunity is provided to those eligible and the decisionsare merit-based.

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 the environment ofthe territory it operates in. The company shall be committed to prevent the wasteful use of naturalresources and minimize any hazardous impact of the development, production, use and disposal of anyof its products and services on the ecological environment.

The company shall be committed to supply goods and services of the highest quality standards backed by efficient after-sales service consistent with the requirements of the customers to ensure theirtotal satisfaction. The quality standards of the company’s goods and services should at least meet therequired national standards and the company should endeavor to achieve international standards.

All directors and senior management executives shall ensure that in their dealings with suppliers andcustomers, the Company's interests are never compromised. Accepting gifts and presents ofmore than anominal value, gratuity payments and other payments from suppliers or customers will be viewed asserious breach of discipline as this could lead to compromising the Company's interests.

The company honors the information requirements of the public and its stakeholders. In all its publicappearances, with respect to disclosing company and business information to public constituencies such as the media, the financial community, employees and shareholders, the company shall be represented only by specifically authorized directors and employees. It will be the soleresponsibility of these authorized representatives to disclose information on the company.

No director and senior management executives shall disclose or use any confidential information gained inthe course of employment/ association with the Company for personal gain or for the advantage of anyother person. No information either formally or informally shall be provided to the press, other publicitymedia or any other external agency except within approved policies.

The following is a guide to professional conduct for independent directors of the Company and also incorporates the duties of Independent directors of the Company as laid down in the Companies Act, 2013.

1. Guidelines of professional conduct:

An independent director shall:

  1. uphold ethical standards of integrity and probity;
  2. act objectively and constructively while exercising his duties;
  3. exercise his responsibilities in a bona fide manner in the interest of the company;
  4. devote sufficient time and attention to his professional obligations for informed and balanced decision making;
  5. not allow any extraneous considerations that will vitiate his exercise of objective independent judgment in the paramount interest of the company as a whole, while concurring in or dissenting from the collective judgment of the Board in its decision making;
  6. not abuse his position to the detriment of the company or its shareholders or for the purpose of gaining direct or indirect personal advantage or advantage for any associated person;
  7. refrain from any action that would lead to loss of his independence;
  8. where circumstances arise which make an independent director lose his independence, the independent director must immediately inform the Board accordingly;
  9. assist the company in implementing the best corporate governance practices.

2. Role and functions:

The independent directors shall:

  1. help in bringing an independent judgment to bear on the Board’s deliberationsespecially on issues of strategy, performance, risk management, resources, keyappointments and standards of conduct;
  2. bring an objective view in the evaluation of the performance of board andmanagement;
  3. scrutinise the performance of management in meeting agreed goals and objectivesand monitor the reporting of performance;
  4. satisfy themselves on the integrity of financial information and that financialcontrols and the systems of risk management are robust and defensible;
  5. safeguard the interests of all stakeholders, particularly the minority shareholders;
  6. balance the conflicting interest of the stakeholders;
  7. determine appropriate levels of remuneration of executive directors, keymanagerial personnel and senior management executivesand have a prime role in appointingand where necessary recommend removal of executive directors, key managerialpersonnel and senior management;
  8. moderate and arbitrate in the interest of the company as a whole, in situations ofconflict between management and shareholder’s interest.

3. Duties:

The independent directors shall—

  1. undertake appropriate induction and regularly update and refresh their skills,knowledge and familiarity with the company;
  2. seek appropriate clarification or amplification of information and, where necessary,take and follow appropriate professional advice and opinion of outside expertsat the expense of the company;
  3. strive to attend all meetings of the Board of Directors and of the Board committeesof which he is a member;
  4. participate constructively and actively in the committees of the Board in whichthey are chairpersons or members;
  5. strive to attend the general meetings of the company;
  6. where they have concerns about the running of the company or a proposedaction, ensure that these are addressed by the Board and, to the extent that theyare not resolved, insist that their concerns are recorded in the minutes of theBoard meeting;
  7. keep themselves well informed about the company and the external environmentin which it operates;
  8. not to unfairly obstruct the functioning of an otherwise proper Board orcommittee of the Board;
  9. pay sufficient attention and ensure that adequate deliberations are held beforeapproving related party transactions and assure themselves that the same are inthe interest of the company;
  10. ascertain and ensure that the company has an adequate and functional vigilmechanism and to ensure that the interests of a person who uses such mechanismare not prejudicially affected on account of such use;
  11. report concerns about unethical behaviour, actual or suspected fraud or violationof the company’s code of conduct or ethics policy;
  12. acting within his authority, assist in protecting the legitimate interests of the Company, shareholders and its employees;
  13. not disclose confidential information, including commercial secrets, technologies,advertising and sales promotion plans, unpublished price sensitive information,unless such disclosure is expressly approved by the Board or required by law.

All directors and senior management executives must avoid situations in which their personal interestcould conflict with the interest of the Company. This is an area in which it is impossible to providecomprehensive guidance but the guiding principle is that conflict, if any, or potential conflict must bedisclosed to higher management for guidance and action as appropriate.

No directorand senior management executivesshall misuse Company facilities. In the use of Companyfacilities, care shall be exercised to ensure that costs are reasonable and there is no wastage.

The Company is committed to continuously review and update the policies and procedures. Therefore, this Code is also subject to modification. Any amendment/inclusion or waiver of any provision of this Code must be approved by the Company’s Board of Directors and promptly disclosed on the Company’s website and in applicable regulatory filings pursuant to applicable laws and regulations, together with details about the nature of the modifications.