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Code of Conduct |
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Code of Conduct for Members of the Board |
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TNPL’s philosophy on Corporate Governance endeavours to achieve the highest
levels of transparency, integrity and equity in all its operations and its dealings
with all stakeholders.This commitment to ethical and lawful business conduct is
a non–negotiable foundation that the Company and all its officers stand for.
Consistent with this commitment and in compliance with regulatory requirements,
this Code of Conduct has been formulated.
The code is applicable to the members of the Board of Directors of the company.
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I. Honest and Ethical Conduct |
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The directors shall act in accordance with the highest standards of personal and
professional integrity, honesty and ethical conduct. |
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II. Disclosure of Interest in Material Transactions |
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The directors shall disclose the nature of his / her interest or concern in any
material transaction made or proposed to be made on behalf of the Company. Such
disclosure shall be made to the Company Secretary as soon as it comes to his / her
knowledge.
A disclosure of interest under Section 299 of the Companies Act, 1956 shall be treated
as sufficient compliance under this clause regarding situations of potential conflicts
of interest.
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III. Confidentiality of Company Information and use of Company's Funds and Confidential
Information of others |
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The directors shall maintain confidentiality of information entrusted to them by
the Company and any other confidential information about the Company that comes
to them in their official capacity except when disclosure is duly authorized by
the Audit Committee or Board of Directors or is required by laws or regulations.
All directors shall use the Company’s funds diligently.
The directors shall not use the confidential or proprietary information or position
for personal gain.
The directors are required to abide by the terms of the relevant non-disclosure
agreement and limit its use to the specific purposes for which it was disclosed
and to disseminate it only to others with a need to know the information. Board
members shall not attempt to obtain a competitor’s confidential information
by improper means.
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IV. Avoidance of Conflicts of Interest |
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The directors shall avoid and disclose actual and apparent conflicts of interest.
A conflict of interest exists where the interests or benefits of one person or entity
conflicts with the interests or benefits of the Company.
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V. Prohibition of Insider Trading |
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The directors and their 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 which is not in the public domain and thus constitutes insider information.
They shall comply with the SEBI (Prohibition of Insider Trading) Regulations, 1992.
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VI. Compliance with Governmental Laws, Rules and Regulations |
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The directors shall comply with all applicable Governmental laws, rules and regulations.
The directors are expected to have knowledge of legal obligations relating to their
duty and to accomplish their tasks in conformity with such obligations.
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VII. General |
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The Code is exemplary and does not attempt to quote all transactions and examples.
Where there arises doubt or questions about the appropriateness of specific instances,
directors are required to consult the Company Secretary.
It is part of the duty of directors to help in the enforcement of the Code. They
are under an obligation to bring any violation of the Code to the knowledge of the
Company Secretary.
This Code is subject to modifications and no amendment / waiver of any provision
of the Code is possible unless approved in writing by the Board of Directors of
the Company.
In addition, in performing their Board and Board Committee functions, the directors
shall not hold position of Director/Advisor with a competitor Company.
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Code of Conduct for Senior Management Personnel of the Company |
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TNPL’s philosophy on Corporate Governance endeavours to achieve the highest
levels of transparency, integrity and equity in all its operations and its dealings
with all stakeholders.This commitment to ethical and lawful business conduct is
a non–negotiable foundation that the Company and all its officers stand for.
Consistent with this commitment and in compliance with regulatory requirements,
this Code of Conduct has been formulated.
The code is applicable to the Senior Management Personnel i.e. all members of management
one level below the Executive Directors, including all functional heads.
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I. Honest and Ethical Conduct |
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The officers shall act in accordance with the highest standards of personal and
professional integrity, honesty and ethical conduct. |
 |
 |
|
|
|
II. Disclosure of Interest in Material Transactions |
 |
|
The officers shall disclose the nature of his / her interest or concern in any material
transaction made or proposed to be made on behalf of the Company. Such disclosure
shall be made to the Company Secretary as soon as it comes to his / her knowledge.
A disclosure of interest under Section 299 of the Companies Act, 1956 shall be treated
as sufficient compliance under this clause regarding situations of potential conflicts
of interest.
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III. Confidentiality of Company Information and use of Company's Funds |
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The officers shall maintain confidentiality of information entrusted to them by
the Company and any other confidential information about the Company that comes
to them in their official capacity except when disclosure is duly authorized by
the Audit Committee or Board of Directors or is required by laws or regulations.
All officers will use the Company’s funds diligently.
The officers shall not use the confidential or proprietary information or position
for personal gain. |
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IV. Avoidance of Conflicts of Interest |
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The officers shall avoid and disclose actual and apparent conflicts of interest.
A conflict of interest exists where the interests or benefits of one person or entity
conflicts with the interests or benefits of the Company.
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V. Prohibition of Insider Trading |
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The officers and their 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 which is not in the public domain and thus constitutes insider information.
They shall comply with the SEBI (Prohibition of Insider Trading) Regulations, 1992.
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VI. Compliance with Governmental Laws, Rules and Regulations |
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The officers shall comply with all applicable Governmental laws, rules and regulations.
The officers are expected to have knowledge of legal obligations relating to their
duty and to accomplish their tasks in conformity with such obligations.
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VII. General |
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The Code is exemplary and does not attempt to quote all transactions and examples.
Where there arises doubt or questions about the appropriateness of specific instances,
officers are required to consult the Company Secretary.
It is part of the duty of officers to help in the enforcement of the Code. They
are under an obligation to bring any violation of the Code to the knowledge of the
Company Secretary.
This Code is subject to modifications and no amendment / waiver of any provision
of the Code is possible unless approved in writing by the Board of Directors of
the Company.
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TNPL - Maker of bagasse based eco-friendly paper
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