GOLDSTONE TELESERVICES LIMITED
CODE OF ETHICS AND BUSINESS CONDUCT
This code of Ethics for Principal Executive and Senior Financial Officers (the “Code”)
helps maintain the standards of business conduct for Goldstone Teleservices Limited
(the “Company”) and compliance with legal requirements.
It is endeavored to evolve a “Governance Code” based on the principles of Good
Corporate Governance and best management practices being followed globally besides
complying the needs of law of land. The purpose of the code is to deter wrong doing
and promote ethical conduct.
The Code of Ethics and Business Conduct of the Company is based on the following
- Lay solid foundations for management.
- Structure the Board to add value.
- Promote ethical and responsible decision-making.
- Safeguard integrity in financial reporting.
- Make timely and balanced disclosures.
- Recognize and manage business risks.
- Respect the rights of the shareholders.
- Encourage enhanced performance.
- Remunerate fairly and responsibly.
- Recognize the legitimate interest of the stakeholders.
- Legal and Statutory compliances in letter and spirit.
Nothing in this code, in any Company policies and procedures, or in other related
communications (Verbal or Written), creates or implies an employment contract or term
This code is applicable to the following persons of the Company referred as Officers:
- All other Board of Directors
- Managing Director/ Chief Executive Officer/ Chief Operating Officer
- All the officers of the company in the rank and above of General Managers including all the Head of Department’s.
- Any Designated Employees
As ethical business conduct is critical to business, officers are expected to read and
understand this Code, uphold these standards in day-to-day activities, and comply with:
all applicable laws; rules and regulations; the code of conduct; and all applicable policies
and procedures adopted by the Company that govern the conduct of its employees.
HONEST AND ETHICAL CONDUCT
The Company expects all officers to act in accordance with the highest standards of
personal and professional integrity, honesty and ethical conduct, while working on the
Company’s premises, at offsite locations where the Company’s business is being
conducted, at Company sponsored business and social events, or at any other places
where officers are representing the Company.
The Company considers honest conduct to be conduct that is free from fraud or
deception. Ethical conduct to be conduct that is confirming to the accepted professional
standards of conduct and includes the ethical handling of actual or apparent conflicts of
interest between personal and professional relationships.
CONFLICTS OF INTEREST
An officer’s and employee’s duty to the Company demands that he or she avoids and
discloses actual and apparent conflicts of interests. A conflict of interest exists where the
interest or benefits of one person or entity conflict with the interests or benefits of the
Company. The situations can arise:
- When an employee, officer, or director take on action or has interests that may make it difficult to perform his or her work objectively and effectively,
- The receipt of improper personal benefits by a member of his or her family as a result of one's position in the Company,
- Any outside business activity that detracts an individual's ability to devote appropriate time and attention to his or her responsibilities with the Company,
- The receipt of non-nominal gifts or excessive entertainment from any person/company with which the Company has current or prospective business dealings,
- Any significant ownership interest in any supplier, customer, development partner or competitor of the Company,
- Any consulting or employment relationship with any supplier, customer, business associate or competitor of the Company.
The directors, officers and employees should be scrupulous in avoiding ‘conflicts of
interest’ with the Company. In case there is likely to be a conflict of interest, he/she
should make full disclosure of all facts and circumstances thereof to the Board of
directors or any Committee / officer nominated for this purpose by the Board and a prior
written approval should be obtained.
Every employee who is required to make a disclosure as mentioned above shall do so,
in writing, to his or her immediate superior, who shall forward the information along with
comments to the person designated for this purpose, who in turn will place it before the
Chairman/ Managing Director/ Chief Executive Officer/ Chief Operating Officer and/or
the Board of Directors /Executive Committee appointed by the Board and, upon a
decision being taken in the matter, the employee concerned will be required to take
necessary action as advised to resolve/avoid the conflict.
If an employee or 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 employee or the officer, the management would
take a serious view of the matter and consider suitable disciplinary action against the
employee or the officer.
COMPLIANCE WITH GOVERNMENT LAWS, RULES AND REGULATIONS
The Directors, Officers and Employees of the Company shall, in his or her business
conduct, shall comply with all applicable laws and regulations, both in letter and in spirit,
in all the territories in which he or she operates. Officers must acquire appropriate
knowledge of the legal requirements relating to their duties sufficient to enable them to
recognize potential dangers and to know when to seek advice from higher authorities /
outside experts. Violations of applicable governmental laws, rules and regulations may
subject them to individual criminal or civil liability, as well as to disciplinary action by the
The Directors, Officers and Employees shall maintain the confidentiality of confidential
information of the Company or that of any customer, supplier or business associate of
the Company to which Company has a duty to maintain confidentiality, except when
disclosure is authorized or legally mandated. The Confidential information includes all
non-public information (including private, proprietary, and other) that might be of use to
competitors or harmful to the Company or its associates. The use of confidential
information for his/her own advantage or profit is also prohibited.
The Directors, Officers and Employees should deal fairly with customers, suppliers,
competitors and employees of group companies. 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 dealingpractices.
Inappropriate use of proprietary information, misusing trade secret information
that was obtained without the Company or the Board consent, or inducing such
disclosures by past or present employees of other companies is prohibited. An Officer
must perform his or her duties in good faith, acting honestly, free from the intention to
PROTECTION AND PROPER USE OF COMPANY’S ASSETS
All Directors, Officers and Employees should protect Company’s assets and property
and ensure its efficient use. Theft, carelessness, and waste of the Company’s assets
and property have a direct impact on the Company’s profitability. Company’s assets
should be used only for legitimate business purposes.
The Directors, Officers and Employees shall not exploit for their own personal gain,
opportunities that are discovered through the use of Company Property, information or
position, unless the opportunity is disclosed fully in writing to the Company’s Board of
directors and if the Board declines to pursue such opportunity, they are expressly
prohibited from competing directly with the business of the Company or with any
business that the Company is considering.
SECURITIES TRANSACTIONS AND CONFIDENTIAL INFORMATION
The Directors, Officers and Employees of the Company and his or her immediate family
shall not derive any benefit or assist others to derive any benefit from the access to and
possession of information about the Company or the group, which is not in the public
domain and thus constitutes insider information.
The Directors, Officers and Employees 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 the respective company (ies) on which such insider information has been obtained.
Such insider information might include the following:
- periodical financial results of the Company;
- acquisition and divestiture of businesses or business units;
- financial information such as profits, earnings and dividends;
- announcement of new product introductions or developments;
- asset revaluations;
- investment decisions/plans;
- restructuring plans;
- major supply and delivery agreements;
- raising finances;
- issue of new securities and buy back of its own shares;
- expansion/new projects;
- disposal of whole or substantial part of the Undertaking; and
- amalgamation, merger or takeover.
INTERPRETATION OF CODE
Any question or interpretation under this Code of Ethics and Business Conduct will be
handled by the Board or any person / committee authorised by the Board of the
Company. The Board of Directors or any person / committee has the authority to waive
compliance with this Code of business conduct for any director, officer or employee of
the Company. The person-seeking waiver of this Code shall make full disclosure of the
particular circumstances to the Board or the designated person/ committee.
COMPLIANCE WITH CODE OF CONDUCT
If any Director, Officer and Employee who knows of or suspects of a violation of
applicable laws, rules or regulations or this Code of conduct, he/she must immediately
report the same to the Board of Directors or any designated person/committee thereof.
Such person should as far as possible provide the details of suspected violations with all
known particulars relating to the issue. The Company recognizes that resolving such
problems or concerns will advance the overall interests of the Company that will help to
safeguard the Company’s assets, financial integrity and reputation.
Violations of this Code of Ethics will result in disciplinary action, which may even include
termination of the services. The Company’s Board or any Committee/person designated
by the Board for this purpose shall determine appropriate action in response to violations
of this Code of Ethics.
WAIVERS AND AMENDMENTS OF THE CODE
The Company is committed to continuously reviewing and updating the policies and
procedures. Therefore, this Code is subject to modification. Any amendment or waiver
of any provision of this Code, must be approved in writing by the Company’s Board or
any Committee/person designated by the Board and promptly be disclosed on the
Company’s Website and in applicable regulatory filings pursuant to applicable laws and
regulations, together with details about the nature of such amendment or waiver.