Code of Conduct


       Senior Management persons means the Person or person(s) of the Company who are members of Company's Management Team excluding Board of Directors. This would comprise all members of the management one level below the Managing / Executive / Whole-Time Director(s), including all the functional heads.

The Directors of "ROYAL CUSHION VINYL PRODUCTS LIMITED" ("Company") adopt this Code of Conduct (the "Directors" / Senior Management Person(s)'s Code") to assist directors / Senior Management Person(s) in fulfilling their duties to the Company. The directors are entrusted with responsibility to oversee management of the business and affairs of the Company. As the Company's policy-makers, the directors set the standard of conduct for all directors, officers and employees.

"ROYAL CUSHION VINYL PRODUCTS LIMITED" has a long-standing commitment to comply with applicable laws and regulations and to operate in accordance with the highest standards of business conduct.

Guidelines for Conduct

Every Director / Senior Management person(s) shall use due care in the performance of his/her duties, be loyal to the Company and act in good faith and in a manner he reasonably believes to be in and / or not opposed to the best interests of the Company.

A director / Senior Management person shall :

1-The Members shall exercise their powers in good faith, honestly and in the interest of the Company.

2-The Members shall not make secret profits in derogation of their fiduciary position towards the Company and if such profits are made, they must be accounted for and made over to the Company.

3-Powers vested in the Members under the Articles of Association of the Company, by the Company in General Meeting or by a Board Resolution must be exercised for the proper purpose and to the extent permissible.

4-The Members must avoid direct or indirect personal involvement in any transaction of the Company;

5-Where there is conflict between the interest of the Member and that of the Company, the Member shall put the interest of the Company first.

6-The Member shall not participate in and vote on any discussion in Board Meetings on any resolution or a matter relating to his own affairs or to the affairs of another company in which he is a Director or a Shareholder or relating to a Firm in which he is a Partner or relating to his own Proprietary business.

7-The Member shall not enter into a Contract, the benefits where under would otherwise have accrued to the Company.

8-The Member shall act honestly and exercise reasonable skill and diligence in the discharge of his duties.

9-As far as practicable, the Member shall attend every Meetings of the Board and Committees thereof and shall not absents himself for three consecutive meetings without obtaining leave of absence from the Board.

10-The Member shall disclose his interest in the other Companies / Firms on yearly basis and of changes whenever such changes occurs.

11-The Member shall disclose their Shareholding in the Company and the change in the Shareholding on quarterly basis.

12-The Members shall ensure the proper compliance of all the Statutory compliance's, Rules and Regulations governing the Company.

13-The Member shall devote his attention and abilities to the business of the Company and shall obey the orders, from time to time, of the Board and in all respects conform to and comply with the directions and regulations made by the Board, and shall faithfully serve the Company and use his utmost endeavors to promote the interests of the Company.

14-The Member shall not become interested in or otherwise concerned directly or through his relatives in any selling agency of the Company without obtaining the prior approval of the concerned authorities.

15-The Members shall make confidentiality of all Price Sensitive Information and shall not pass on such information to any person directly or indirectly by way of making recommendation for the purchase or sale of securities of the Company.

16- This Directors' / Senior Management Person(s)'s Code sets forth guidelines for conduct of Directors / Senior Management person. It is not intended to and will not create any rights in favour of any Director, Officer, Employee, Client, Supplier, Competitor, Shareholder or any other person or entity.