Cambridge Technology Enterprises Limited (CTE) is committed
to maintain sound standards of Business Conduct and Corporate
Governance.
The Board of Directors (“the Board”)
and the Senior Management of CTE undertake to abide by
the following Code of Conduct adopted by the Board and
affirm compliance with this Code on an Annual basis.
The Code is named as “Code of Conduct
for the Board of Directors and Senior Management of CTE”.
This Code of Conduct was approved by the Board of Directors
of the Company in their meeting held on 24th July 2006.
CTE Board has adopted this Code of Conduct as a guide
to the high ethical and legal standards expected of its
members.
APPLICABILITY
The Code of Conduct is
applicable to all the members of the Board and Senior
Management of the Company.
Senior Management shall mean members of the senior management
of the Company who are one level below the Board of Directors.
SCOPE
The Board of Directors
and the senior management of the Company agree to abide
by the following code of conduct:
1. Conflicts of interest
The Directors and senior management should
be scrupulous in avoiding “conflicts of interests”
with the Company. This is an area in which it is impossible
to provide comprehensive guidance but the guiding principle
is that any event, activity or situation involving conflict
or potential conflict of interest must be disclosed to
the Board for guidance and appropriate action.
2. Honest
and Ethical Conduct
The Directors and senior management shall act
in accordance with the highest standards of personal and
professional integrity, honesty and ethical conduct and
use their office, in good faith and in the best interests
of the Company as a whole.
3. Corporate
Opportunities
The Directors and senior management owe a duty
to the Company to advance its legitimate interests when
the opportunity to do so arises and are expressly prohibited
from improper use of information / property or taking
improper advantage of their position.
4.
Confidentiality
The Directors and senior management shall maintain
secrecy 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 of competitors or disclosure of which might
be harmful to the Company or its associates. The use of
confidential information for his / her own advantage or
profit is also prohibited.
5.
Proper use of Company’s Assets
The Directors and senior management should protect
the Company’s assets and property. The Company’s
assets should be used only for legitimate business purposes.
6.
Compliance with Laws, Rules and Regulations
The Directors and senior management shall endeavor
to ensure compliance with all applicable laws, rules and
regulations applicable to the Company. Transactions, directly
or indirectly involving securities of the Company should
not be undertaken without complying with Code of Conduct
for Prohibition of Insider Trading as and when the same
is framed.
7. Compliance with Code
of Conduct
Every Director and senior management personnel
shall adhere to this Code of Conduct and affirm compliance
with the code on an annual basis as per the requirements
of Clause 49 of the Listing Agreement with Stock Exchanges.
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