Corporate Governance

Corporate Governance

Corporate Governance

Code of Ethics and Business Conduct

Applicable to all Directors, Senior Management, Manager, Officers and employees of Ansal Buildwell Limited (herein after referred as ‘Company’)

Ansal Buildwell Limited and the Group of companies as a whole is committed to conducting its business in accordance with the applicable laws, rules and regulations and with highest standards of business ethics. This code is intended to provide guidance and help in recognizing and dealing with ethical issues, provide mechanisms to report unethical conduct, and to help foster a culture of honesty and accountability. Each director, manager, officer and employee is expected to comply with the letter and spirit of this Code.

The directors, managers, officers and employees of the Company must not only comply with applicable laws, rules and regulations but should also promote honest and ethical conduct of the business. They must abide by the policies and procedures that govern the conduct of the Company’s business.

Their responsibilities include helping to create and maintain a culture of high ethical standards and commitment to compliance, and to maintain a work environment that encourages the stakeholders to raise and bring concerns to the attention of the management.

Honest and Ethical Conduct

The directors, manager, officers and employees shall act in accordance with the highest standards of personal and professional integrity, honesty and ethical conduct not only on Company’s premises but also at company-sponsored business and social events as well as offsite. They shall act free from fraud and deception. Their conduct shall conform to the best accepted professional standards.

Fair Dealing

Each director, manager, officer and employee 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 confidentiality, proprietary or trade secret information, misrepresentation of material facts, or any other unfair dealing-practices.

Protection and Proper Use of Company’s Assets

All directors, manager, officers and employees shall comply with all applicable laws, rules, and regulations. Transactions, directly or indirectly involving securities of the Company, should not be undertaken without prior clearance from the Company’s compliance officer, that is, the Company Secretary. Any director, manager, officer or employee who is unfamiliar or uncertain about the legal rules involving Company business conducted by him/her should consult the legal department headed by Company Secretary of the Company before taking any action that may jeopardize the Company or that individual.


The directors, managers, 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. 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.

Compliance with Code of Conduct

If any director, manager, officer or employee who knows of or suspects 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 a person should provide all available 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 services of the employee. 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.

Interpretation of Code

Any question or interpretation under this Code of Ethics and Business Conduct will be handled by the Board. The Board of Directors has the authority to waive compliance with this Code of business conduct for any director, manager, 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.

Code of ethics for Senior Financial Managers and Officers

Honesty, integrity and sound judgment of the senior financial officers is fundamental for the success and reputation of the Ansal Group. The professional and ethical conduct of the senior financial officers is essential to the proper functioning of the Company. The senior finance officers as well as directors of the Company shall be bound by the following code of ethics:

  1. Act with honesty and integrity, including the ethical handling of actual or apparent conflicts of interest between personal, financial and professional relationships.
  2. Make full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits or makes periodically, to the shareholders, government authorities, and to the public.
  3. Comply with governmental laws, rules, notifications and regulations applicable to the Company’s business.
  4. Disclose to the Board or any committee/officer designated by the Board for this purpose, any material transaction or relationship that reasonably could be expected to give rise to any violations of the code including actual or apparent conflicts with the interest of the company.
  5. Promote prompt reporting of violations of the Code of Ethics to the Board of Directors or any person/committee designated for this purpose, as may be necessary.
  6. Respect the confidentiality of information acquired in the course of employment unless legally obliged to disclose and ensure that no such confidential information is used for personal advantage/benefit.
  7. Maintain the skills necessary and relevant to the Company’s needs.
  8. Act in good faith, responsibility, with due care, competence and diligence without misrepresenting material facts.
  9. Refrain from any inappropriate or undue influence of any kind in all dealings with independent auditors, and avoid any actual or apparent conflicts with analysts.
  10. Achieve responsible use of and control over all assets and resources employed or entrusted to them.
  11. Promote ethical and honest behavior within the Company and its subsidiaries,

All senior financial managers, officers should adhere to both the Code of Business Conduct and the Code of Ethics of the Company. Violation of the Code of Ethics will lead to appropriate disciplinary action including dismissal from the services of the Company.

Any deviation/waiver from this code can only be effected on the sole and absolute discretionary authority of the Board or any person/committee designated by the Board for this purpose.

All Board members and senior management personnel shall affirm compliance with the Code on an annual basis. The annual report of the company shall contain a declaration to this effect signed by the CEO and CMD.