Corporate Governance

Code of Business Conduct

1. CONFLICTS OF INTEREST

 1.1 Conflicts of Interest

Every employee is expected to maintain a fine equilibrium between his / her professional and personal dealings/interactions. As regimented as it may sound, yet, DTPL requires its employees to carefully maintain this balance at all times. All employees must keep away from situations that may result in “Conflict of Interest”. “Conflict of Interest” arises in a situation where an employee has any private or personal interest which is sufficient to influence the objective and accordingly exercise of his/her judgement in the discharge of duties. Involvement in a situation in which, the Company’s interest has an actual or potential conflict with the employee’s private or personal interest is an unacceptable practice, and will be viewed as a dilution of the trust that DTPL has reposed in the employee.

An employee’s primary employment obligation is to the Company. The Company’s employees shall avoid entering into any situation in which their personal or financial interests may conflict with those of the Company’s including related party transactions. Employees should not place themselves in a position where they are, or appear to be, under personal obligation to any person who might benefit or seek to gain special consideration or favour resulting from the relationship. Business decisions must be taken on an arm’s length basis, duly supported by relevant facts and justified rationale such as quality, track record, competitive pricing, etc.

Illustrative Instances that indicate Conflict of Interest:

1. Hiring or recommending the hiring of a vendor/business associate which employs a close relative or in which, DTPL ‘s employee or his/her close relative has an influencing ownership stake or
2. Negotiating or dealing with vendor/service provider with whom the employee has personal relationship running beyond business   relationship unless the relationship is disclosed and other employees form part of such negotiation /
3. Participating in a decision of the  Company to  hire  or promote  a  family member or relative of  the  employee     or using their position in  the  Company  to  solicit  clients for  their  business  or  a  business  operated  by  a  family member or relative on the employees’ part or who might seek in  any  way preferential treatment  in  relation to the
4. Giving preferential treatment to relatives, personal friends, or to organizations in which the employee or his or her relatives or personal friends have an interest, financial or otherwise. Using DTPL‘s assets, contacts, possessions or other resources to directly or indirectly start or support a private business activity, by oneself or through a close
5. Acceptance of gift(s) or favour(s) from a vendor/business associate by a DTPL employee or by a close relative, except where it is in the form of sweets, dry fruits, flowers or other items of a small value, clearly displaying a gesture of
6. Awarding of contract(s) to a vendor/business associate in view of his/her contributions to charitable or community campaigns to which an employee is
7. Performing services or practicing of any service externally (in the form of   a consultant)   for   a   competitor, vendor, sub-contractor, customer, business associate, etc. (whether directly or indirectly), whilst employed with
8. Benefiting from a business opportunity, either through oneself or through a close relative that would otherwise belong to DTPL or which is in competition with
9. Using DTPL‘s assets, contacts, possessions or other resources to directly or indirectly start or support a private business activity, by oneself or through a close
10. Moonlighting, regular trading  in  the  Company’s  shares,  investments  in  the enterprises  of  business   partners, competitors, associates, etc., whether directly or
11. Using Official Tours to disguise Personal Use / Purposes / Agendas / Employees should always act in the best interests of DTPL and should not enter into any kind of private transactions that directly or indirectly bring personal advantage.  Business  decisions  must  be  taken  on  an  arm’s length basis, and  duly  supported  by relevant  facts,  and  justified  rationale  such  as  quality,  track  record,  competitive pricing, etc. Identifying  or  recognizing  a  “Conflict  of  Interest”  situation,  very  often  requires  a sensitive  conscience  and  good  judgment;  especially  when   the   “Conflict   of   Interest” arises   from “indirect” influence(s) or relationship(s). Very often, private and personal interpretations/perspectives may cloud a person’s objectivity.  Hence,  it  may  be considerably  easier  to  recognize   a   situation   where   another person is in conflict  of interest  rather  than  oneself.  When in doubt, always seek a written clarification from any of the Reporting Authorities (Namely, Compliance Officer) mentioned. Thereafter, act in accordance with such written clarification and advice, to discontinue or continue the actions giving rise to the real or perceived conflict of interest.

In general, a conflict of interest exists for employees, who use their position in the Company for the benefit of their own self, friends, family or relatives. It is recommended that employees keep a safe distance from transactions /situations that may even remotely be perceived as a “Conflict of Interest”, and distance themselves from being a part of the decision making process.

All employees must:

1. Disclose to their Function Head
   1. Acquisition of 2% or more number of shares of a publicly traded company, which is recognized/identified       by the Management as a competitor, in any of the Company’s lines of
   2. Participation, either directly or through a close relative, in the ownership or management of private  companies,   closely-held public  companies, partnerships  or sole proprietary concerns, if they are in competition/associated with the Company’s business
2. Analyze objectively, the situations of “Conflict of Interest” which he/she is called upon to approve and record reasons for approving/disallowing the transaction(s).
3. Give prime importance to factors like materiality of financial impact, integrity and decision making powers of the concerned employee, whilst taking a decision.
4. Seek clarifications   – Should a Function     Head be involved in a similar situation, he/she should seek clarifications/approval from any of the Reporting Authorities mentioned

It  is  recommended  that  employees  keep  a  safe  distance  from  transactions  /situations that  may even  remotely be  perceived as a  “Conflict  of   Interest”   and  distance themselves from being a part of the decision making process.

If a Conflict of Interest has occurred or if an employee faces a situation that may involve or  lead to  a Conflict  of  Interest, the employee shall disclose it to  his or her  Line  Manager and/or  the  HR  or the  Legal  function to  resolve  the situation in a fair and transparent manner.

2.Fraud

The Company is committed to the elimination of fraud and to rigorous investigation of any suspected cases of fraud. Where fraud  or  any  criminal  act is  found,  to  ensure  that  wrongdoers  are  appropriately  dealt  with, all acts of fraud will be subject to strict disciplinary action, including dismissal, possible civil and/or  criminal  action  against the concerned employee, forfeiture of employee benefits, including salary /retiral benefits etc.

Some examples of fraud include:

1. Disregarding or violating Company’s Rules of Procedure or other standard processes
2. Preparing / submitting / manipulating supplier quotes with the intent of awarding contracts to another identified
3. Submitting false expense reports
4. Forging or altering cheques;
5. Misappropriating assets or misusing Company’s property;
6. Unauthorised handling or reporting of transactions;
7. Inflating sales numbers by shipping inventory known to be defective or non- conforming;
8. Making any  entry on Company  records  or  financial  statements  that  is  not accurate and in accordance with proper accounting standards
9. Misuse of authority to gain benefit for yourself or for others
10. Withholding information of fraud committed on the Company

3.Bribery & Corruption

The Company is committed to abide by all laws and regulations to prevent bribery and corruption wherever business is conducted.

We  interpret  the  term ‘bribe’  broadly  to  include  any  illicit   advantage   offered  or accepted  as  an inducement to or reward for performing or abstaining from performing any Company duties. Items considered bribes include cash, cash equivalents, loans, commissions, benefits in kind or other advantages. Promising, offering, seeking, accepting bribes in any form, directly or indirectly is strictly prohibited.

DTPL has zero tolerance towards bribery and corruption. Employees must never, directly or through intermediaries (agents, partners, contractors, family members  or anyone  else  acting  on  someone’s  behalf), offer or promise any personal or  improper financial  or  other  advantage  in  order  to  obtain  or  retain  a  business  or  other  advantage from  a  third  party,  whether  public  or  private.  Nor must they accept any   such advantage   in   return   of   any   preferential   treatment   of    a    third    party.    Moreover, employees    must refrain  from  any  activity  or  behavior  that  could  give  rise  to  the appearance or suspicion of such conduct or the attempt thereof.

The funds and resources of the Company shall not be used directly or indirectly for any such purpose. Moreover, employees are strictly prohibited from discussing terms with people who ask for or offer bribes. Anyone who receives an offer of bribery must immediately report it to their Manager and Compliance Officer of Dixcy.

4.Guidelines for Business Conduct

4.1 Gifts, Entertainment & Business Courtesies

DTPL fosters a culture of appreciation and building relationships. However, it is important that these gestures be perceived as a “token gesture of goodwill” and not an “influence” or gratification. DTPL considers gifts, entertainment or business courtesies which could influence decision making, as unacceptable practice. Every employee needs to be conscious that a gift may also be construed as an unfair practice by certain business cultures or laws, inviting legal actions.

DTPL discourages all its employees from receiving gifts or entertainment or business courtesies except otherwise provided herein. Employees shall not be influenced by receiving favours nor shall they try to improperly influence others by providing favours.

Employees may only accept symbolic gifts, meals or business courtesies, which are appropriate under the circumstances and they  shall  not  accept  such  symbolic  gifts,  if such  behavior  could  create  the  impression of improperly influencing the respective business decision.

Employees should make every effort to refuse or return gifts having commercial value. Under exceptional circumstances if gifts are to be accepted of limited or symbolic value such  as  pens,  diaries,  calendars,  etc.,  then  the  same  should  be  reported  to  the immediate  superior  and  deposited  with  the  Compliance   Officer or such official nominated for this purpose by the Chief Financial Officer (CFO).

Perishable gifts items may be distributed in office.  When gifts are received, the reporting requirements shall be followed regardless of the final disposition of the gifts.

Compliance Officer/Nominated official should circulate details of such gifts to the CFO on a quarterly basis. The acceptance of such gifts should not be construed or interpreted as being in exchange for a favour or favorable consideration.

In offering symbolic gifts,  it must be ensured that  such gifts  never  unduly influence business  decision making  or cause others to  perceive  an  undue  influence.  Business gifts,  meals  and  entertainment  of  reasonable value  may  be  provided   to   non- government  individuals  in  support  of  business  activities,  so  long  as   these courtesies are not offered for  any  improper  purpose,  do  not  violate  any  law  or  regulation,  do  not relate to work on a government contract and do not violate the Code, policies of the organization to which the individual belongs.

DTPL strictly prohibits giving money or anything of value directly or indirectly to any Government official or employee of any Country for the purpose of influencing the Government employee or official. This prohibition includes giving money or anything of value to any third party where there is reason to believe that it will be passed on to a Government employee or official.  Government  departments  and  agencies  could  be  governed by laws and regulations concerning acceptance by their employees  or officials  of  entertainment,  meals, gifts, gratuities and other things of value from firms and persons with which those departments and agencies conduct business or over which they exercise  regulatory  authority  or  oversight,  which  must  be  strictly  adhered to. However, in  offering such symbolic  gifts as  business courtesies,  it  must be ensured that offering of such gifts is not  in  breach  of  any  local  or  international  bribery laws  and  must  not  be  remotely construed or interpreted as being in exchange of for a favour or favourable consideration.

We are also under an obligation to ensure agents or others providing gifts or entertainment on the Company’s behalf follow our guidelines. When dealing with organizations or Government/Public sector corporations that have more restrictive limits or prohibitions against accepting business gifts and entertainment, we must abide by their standards.

DTPL does not directly or indirectly, offer or promise future employment to any employee or official of a Government Department with whom it is required to deal with.