This comprehensive document serves as the main guiding force and roadmap for ethical decision-making at RG Group, and provides the guidelines by which the group conducts its businesses. It not only promotes corporate governance but also ensures compliance with statutory requirements of Company Law, the provisions of the listing agreement with Stock Exchanges and other applicable laws.
The RG Code of Conduct primarily draws upon three fundamental principles: good corporate governance, good corporate citizenship and exemplary personal conduct. The Board of Directors is responsible for setting the standards of conduct contained in the Code and for updating these standards as appropriate to reflect legal and regulatory developments.
Application of Code:
The Code applies to all directors, senior management, officers and employees. They must become familiar with this Code and conduct themselves in accordance with these policies.
The Code needs to be followed while working in the premises of the company, at offsite locations (in India or abroad), at company sponsored business and social events or at
any other place where they act as representatives of the company.
This Code does not address every possible form of unacceptable conduct and it is expected that the Directors and the Employees shall apply their sound judgment to comply with the principles set forth in the Code.
Following are the tenets of the Code of Conduct:
1. National Interest.
The RG Group, under its flagship company Rajesh Projects (India) Pvt. Ltd or through its subsidiary RG Residency Pvt. Ltd, its board, core management and other employees (while acting through the company) shall not be involved in any activity that is against the national interest of India.
2. Compliance of Laws & Regulations.
All directors and employees of the RG Group, in the discharge of their corporate duties and responsibilities, shall comply with all applicable laws, rules and regulations in letter and spirit. Any non-compliance that is subsequently noted shall be immediately brought to the attention of the Chairman of the Board or such other person as designated in this regard.
3. Financial Reporting & Records
All of the Company’s books, records, accounts and financial statements shall be maintained fairly and accurately and in accordance with the accounting and financial reporting standards. Due care shall be taken in the preparation of financial statements so that no material fact is omitted and no untrue statement is included with the intention to mislead.
4. Conflict Of Interest
Conflict of interest occurs when personal interest of any member of the Board of Directors (unless permissible under the Companies Act, 2013 or other allied enactments), the Core Management or the employees interferes or appears to interfere in any way with the interest of the company. Every member of the Board of Directors, Core Management and employees has a responsibility to the company, its stakeholders and to each other. Although this duty does not prevent them from engaging in personal transactions and investments, it does demand that they avoid situations where a conflict of interest might occur or appear to occur.
The main areas of such actual or potential conflicts of interest shall include the following:
(a) Concurrent Employment/Outside Assignment
Directors, members of the Core Management and employees are expected to devote their total attention to the business interests of the company. They are prohibited from engaging in any activity that interferes with their performance or responsibilities to the company or otherwise is in conflict with or prejudicial to the company.
(b) Business Interest
If any member of the Board of Directors, Core Management and employees considers investing in securities issued by the company’s customer, supplier or competitor, they should ensure that these investments do not compromise their responsibilities to the company. Many factors including the size and nature of the investment; their ability to influence the company’s decisions; their access to confidential information of the company, or of the other entity and the nature of the relationship between the company and the customer, supplier or competitor should be considered in determining whether a conflict exists.
(c) Related Parties
As a general rule, the Directors, members of the Core Management and employees should avoid conducting company’s business with a relative or any firm, company, association in which the relative is associated in any significant role. Relatives shall include Spouse, Father, Mother (including step-mother), Son (including step-son), Son’s wife, Daughter (including step-daughter), Father’s father, Father’s mother, Mother’s mother, Mother’s father, Son’s son, Son’s wife, Son’s daughter, Son’s Daughter’s husband, Daughter’s husband, Daughter’s son, Daughter’s son’s wife, Daughter’s daughter, Daughter’s husband, Brother(including step-brother), Brother’s wife, Sister(including step-sister), Sister’s husband. If such a related party transaction is unavoidable, they must disclose the nature of the related party transaction to the Board of Directors.
Notwithstanding such or any other instance of conflict of interest that exists due to historical reasons, adequate and full disclosure by interested employees shall be made to the company’s management.
Upon a decision being taken in the matter, the employee concerned shall be required to take necessary action, as advised, to resolve / avoid the conflict. If an employee fails to make the required disclosure and the management of its own accord becomes aware of an instance of conflict of interest that ought to have been disclosed by the employee, the management shall take a serious view of the matter and consider suitable disciplinary action against the employee.
5. HR Philosophy & Equal opportunities employer
RG Group 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, gender, sexual orientation, age, nationality, ethnic origin or disability.
Steps shall be taken to promote equality in the workplace, creating a harassment free environment and equality of opportunity on the basis of merit.
6. Use of Company’s Assets & Resources
The assets of the Company should not be misused. All directors, the core management and employees shall endeavour to protect the Company’s assets and ensure that the same are being used by the Company and its employees only for legitimate business purposes. The assets include tangible assets such as equipment and machinery, systems, facilities, materials and resources, as well as intangible assets such as information technology and systems, proprietary information, intellectual property, and relationships with customers and suppliers.
7. Corporate Citizen
The RG Group shall have a focused approach towards being a good corporate citizen. The group shall fulfil not only its regulatory duties but shall from time to time, encourage activities that promote and assist in the improvement in the quality of life of the people in the areas and communities where it operates.
8. Confidentiality of Data
It is the duty and responsibility of every employee of the group to safeguard the vital information that they have the privileged access to because of their employment in the company. The information may include company’s innovative procedures, competition research & information, secrets, details of the customers, suppliers or business associate of the Company, set up and internal policies of the business of the company, Budget and Sales Data of the Company, employees related information and other specialized accounts / policy making information that may be accessible to one because of position.
It will be the employee’s responsibility to ensure 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.
9. Gifts and Donations
The Company and its employees shall neither receive nor offer or make, directly or indirectly, any illegal payments, remuneration or comparable benefits which are intended to or perceived to obtain business or uncompetitive favours for the conduct of its business, however, the company and its employees may accept and offer nominal gifts which are customarily given and are of commemorative nature for special events.
The Company and its employees shall not offer or give any Company’s fund or property as donation to any government agency or their representatives, directly or through intermediaries, in order to obtain any favourable performance of official duties.
10. Safety, Health and Environment
The Company attaches great importance to a healthy environment and to the safety of its employees. The Company shall strive to provide a safe, healthy, clean and ergonomic working environment for its people.
11. Dealing on behalf of the Company
Each director and employee should deal fairly with customers, suppliers and competitors of the Company. They should not take unfair advantage of anyone through manipulation, concealment, abuse of confidential, proprietary or trade secret information, misrepresentation of material facts, or any other unfair dealing-practices.
12. Representing the Company on Public Forums
In all its public appearance with respect to disclosing Company and business information to public constituencies such as media, financial community, employees and stakeholders, the Company shall be represented only by specifically authorized directors and employees. It will be the sole responsibility of these authorized representatives to disclose information to the concerned public.
13. Elimination of Child Labour
It is the Company’s policy not to support child labour. The Company is committed to implement the provisions of the Child Labour (Prohibition and Regulation) Act, 1986.
14. Political Non-Alignment
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’s fund or property as donation, directly or indirectly, to any specific political party, candidate or campaign.
15. Reporting Of Violations of the Code
Suspected violations of this Code may be reported to the Chairman of the Board. All reported violations will be appropriately investigated. When in doubt of the best course of action in a particular situation, employees are encouraged to talk promptly to their supervisor, managers or the Head of Human Resources. Employees are expected to fully cooperate in internal investigations of misconduct.
16. Disciplinary Action
Violations of this Code will result in disciplinary action, which may even include termination of services of the employee. The Company’s Board shall determine appropriate action in response to violations of this Code.
17. Waiver / Amendments to the Code
Any amendment to this Code must be approved by the Board of Directors as required by applicable law or regulation.
Any waiver of this Code for the benefit of any employees, officer or director of the Company may be made only by the Company’s Board of Directors and shall be disclosed promptly as required by applicable laws and regulations including the rules of any exchange on which the Company’s securities are listed or traded.