Unwavering commitment in implementing the principles of Good Corporate Governance (“GCG”) consistently & sustainably


Mantra Data Centers Private Limited (“MDC” or “the “Company”) is a limited liability Company duly established and existing under the laws of the Republic of India.

The Company has an unwavering commitment in implementing the principles of Good Corporate Governance (“GCG”), and rests upon the application of the highest ethical standards and upon compliance with the good governance recommendations generally recognized in international markets, adjusted to the needs and the business reality of the Company.

Through the implementation of the five principles of GCG, namely Transparency, Accountability, Responsibility, Independence & Fairness, the Company is assured of a positive impact on its performance. These principles guide the Company in achieving a clean and transparent management, as well as a healthy working environment for the Company, its employees and communities, continuously assuring stakeholders of its reputation as a trustworthy organization.

The Company also performs all business activities in accordance with existing laws & regulations.

Code of Corporate Governance

Aligned with the increased risks and challenges that the Company may face due to rapid growth of the Company and the increasing competition within the industry, the Company has implemented five fundamental GCG principles which have been applied for the Company’s business continuity.

The Company recognizes that good governance is a continuing exercise and reiterates its commitment to pursue highest standards of Corporate Governance in the overall interest of all its stakeholders. The Corporate Governance philosophy of the Company is based on the following five principles:

  1. Transparency: This principle is upheld in the provision of access to information for shareholders and stakeholders and maintaining high degree of disclosure levels.
  2. Accountability: This principle ensures that all operational and business activities carried out earn the trust of the public and other stakeholders. Implementation is supervised by the Internal Audit team.
  3. Responsibility: The responsibility principle is applied in the Company’s decision making, where each member of management is responsible for achieving the goals set for them.
  4. Independence: The principle is applied to ensure all decisions taken are independent and such decisions have been taken according to the applicable laws & regulations.
  5. Fairness: This principle is applied by treating fairly all stakeholders.

Good Corporate Governance

Good Corporate Governance is also representing the Company’s efforts to create a productive work environment for all employees and make the Company a transparent and credible organization.

The Company expects the application of GCG to provide a strong platform for sustainability of its business. The Company therefore continuously disseminates GCG principles to all members of the organization, including the Board of Directors (“BOD”) and all levels of staff. In this way, everyone in the organization is expected to be aware and committed to their tasks, functions and responsibilities as stated herein.

Structure of Good Corporate Governance

The elements of good corporate governance in the Company’ organization structure are:

Board of Directors

The Board of Directors, the body with the broadest powers to administer the Company, focuses its activity on approving the strategic goals of the Group, on defining its organizational model, and on supervising compliance therewith and further development thereof. In the performance of its duties, it pursues the corporate interest and acts with unity of purpose and independent judgment, affording equal treatment to all shareholders in the same situation.

It is composed of individuals with professional competences, who act with independent judgment in the performance of the duties inherent to their position. The composition thereof seeks a diversity of nationalities, gender and professional experience; such that decision-making is enriched and multiple viewpoints are contributed to the discussion of matters within its purview.

The stability of the Board of Directors is a primary objective. Therefore, the Company has adopted a number of measures so that each year the shareholders at the General Shareholders’ Meeting decide on the appointment or re-election of approximately one-fourth of the directors.

The Company also has a succession plan for non-executive directors, which attempts to ensure that the renewal thereof occurs on a staggered and orderly basis, anticipating expected vacancies.

In addition, the Board of Directors has approved a succession plan for the chairman of the Board of Directors & chief executive officer, which shall apply if he gives early notice of his desire to resign from his position, or in the event of non-occasional and unexpected non-availability.

Duties and Responsibilities of the BOD

The BOD is responsible for the overall management of the Company as well as for establishing strategy for the Company. Duties and responsibilities of the BOD in accordance with the Articles of Association of the Company include:

  1. To manage the Company with responsibilities and authorities as stated in the articles of association, prevailing laws and regulations and good corporate governance principles in order to increase the welfare of its stakeholders;
  2. To direct the Company’s operations in conducting the business;
  3. To determine the Company’s vision, mission, values and strategic plan that is incorporated in the Corporate Plan and Business Plan;
  4. To establish the organization structure supported by detailed job descriptions for each division;
  5. To manage human capital of the Company in an effective and efficient manner;
  6. To develop internal control and risk management systems to ensure that the Company’s internal audit is effectively functioning at every management level and that audit findings are properly followed up

Advisory Board

The Advisory Board is composed of prominent members in their respective areas of expertise to provide independent insights and support to the Board of Directors. The members of the Advisory Board are experienced entrepreneurs, industrialists in the business community, and recognised professionals in IT, Banking, Finance, Real Estate, Consultancy, Tax and Legal.

Members of the MDC Advisory Board frequently interacts with professionals from around the world to discuss latest market Data Center trends, Capital Optimization, Architectural Innovations, Environmental Friendly Practices, etc.

Duties and Responsibilities of the Advisory Board

Company Secretary

The Company Secretary is appointed by the Company and assumes roles including bridging communication between the Company and the public as well as maintaining information disclosure according to regulations.

The Company Secretary reports directly to the Managing Director. The Company Secretary is also responsible for ensuring the Company complies with the principles of Corporate Governance and prevailing rules and regulations at all times.

The Company Secretary’s mission is to establish, develop, direct and formulate strategies for investor relations, corporate communications, and Corporate Governance implementation including the secretarial and administrative work to support the achievement of the Company’s Vision and Mission with regard to Code of Conduct Principles, Corporate Governance Principles, and the Company’s values.

In carrying out its work, the Company Secretary is responsible for:

  1. Monitoring updates and changes in policies and regulations;
  2. Providing advice to the Board of Directors to ensure compliance with laws & regulations and implementation of Corporate Governance.
  3. Serving as liaison between the Company, and the public;
  4. Providing public service by making available information and data on the Company and ensuring that the principle of transparency has been implemented;
  5. Preparing the Special Register of Shares;
  6. Attending meetings held by the Board of Directors and preparing minutes of meetings;
  7. Organize the General Meeting of Shareholders.

Internal Audit Team

Internal Audit team carries out the internal audit function which has an important role to help in the achievement of corporate objectives, namely assurance and consulting activities which are objective and are designed to add value and improve the organization’s operations through a systematic and regular approach to evaluate and improve the effectiveness of risk management, control and governance processes.

Internal Audit team tasks and responsibilities include the following:

  1. Develop and implement the Annual Internal Audit plan;
  2. Examine and evaluate the implementation of internal control and management system in accordance with Company policy;
  3. Conduct inspection and assessment of the efficiency and effectiveness in finance, accounting, operations, human resources, marketing, information technology and other activities;
  4. Provide suggestions for improvement and objective information about the activities examined at all levels of management;
  5. Create the internal audit report and submit the report to the Managing Director and the Board of Directors;
  6. Monitor, analyze and report on implementation of the improvements that have been suggested;
  7. Cooperation with the External Audit team;
  8. Develop programs to evaluate the quality of internal audit activities;
  9. Perform special inspections if necessary.

Internal Audit Structure and Positions

The internal audit team of the Company is a group composed of qualified and experienced professionals who is appointed and led by the Managing Director, with the authorisation and supervision by the BOD.

Besides the Internal Audit Policy, the Internal Audit Team it is also equipped with a set of working guidelines, mechanisms of action and supervision of the organization, among others, in the Internal Audit Procedures

Internal Audit Polices

Internal Audit Policy is a standard guideline that includes information and implementation of the Internal Audit function.

Besides the Internal Audit Policy, the Internal Audit team it is also equipped with a set of working guidelines, mechanisms of action and supervision of the organization, among others, in the Internal Audit Procedures.

Internal Audit Policy is in line with the applicable provisions by taking into account the Professional Standards of Internal Audit (PSIA), which among other things regulates the authority of the Internal Audit Function for getting access to all records , personnel and assets of the Company, which is required to implement the following duties: (1) the purpose and scope of the Internal audit Function,(2) responsibility, (3) ethics and norms of examination, independence, (4) the scope of the internal audit, (5) relationship with the external auditors and (6) reporting the results of the examination.

Internal Control System

Internal Control System: aims to improve effectiveness and efficiency of operations, eligibility for financial reporting, and compliance with applicable regulations for companies in India. Internal control system shall be implemented with the following activities:

  1. Formalization of the Company’s policies and procedures for reviewing and approving based on the level of stipulated authorization. The Company’s policies and procedures are grouped into five categories: Procurement, sales ,marketing, finance, operations, governance, and general affairs (GA);
  2. Policy renewal procedures for revision and improvements of existing processes, both related to the Company’s financial and operational processes, are integrated into one synergy process;
  3. Communication of policies and procedures shall be done via Intranet and Web networks;
  4. Formalization of the Company’s code of conduct, which includes the implementation of values, ethics and employees’ integrity, can be accessed by all employees.
  5. The use of integrated computer programs in financial and operational transactions (procurement, sales, programming and human resources);
  6. Separation of functions based on duties, responsibilities and authority in the organizational structure of the Company and its business units;
  7. Supervision by their respective superiors on every task and responsibility.

Risk Management System

The Company consistently implements the risk management system in all operational and non-operational activities. The implementation of risk management shall be of concern to everyone in all organization levels in the Company.

The purpose of the implementation of the Company’s risk management system is to evaluate the effectiveness of the internal environment, goal setting, identification of activities, risk assessment, risk management, control, information and communication activities, as well as supervising activities.

Risk Management System Implemented by the Company.

The Company follows a comprehensive risk management system integrated with the strategic planning process and the Company’s business activities. The Company’s risk management is implemented in all management levels according to respective roles and functions.

  1. The Corporate Policy, serves as the risk management outlined in the form of policies and procedures;
  2. Internal Control serves as the internal control risk management;
  3. Internal Audit evaluates the risk management system, internal control and management information systems;
  4. IT Audit ensures control over the IT system used by the Company;
  5. Compliance and Control Self-Assessment evaluates the risk management system, internal control and devices used in management information systems;
  6. Management Awareness Reporting System serves as the risk management to identify, report and resolve problems faced by the Company and business units;

Main Risks Faced by the Company

Strategies in the risk management are implemented by sharing, avoiding and reducing risks through internal control system, or by controlling and monitoring the existing risks. The main risks faced by the Company are generally divided into two categories:

External Risks

  1. Risks due to compliance with regulations issued by the Company or other authorities
  2. Risks due to changes in customer requirements
  3. Risks due to the development of new technologies
  4. Risks due to new competitors
  5. Risks due to customer complaints/ dissatisfaction
  6. Risk as a result of Force Majeure

Internal Risks

  1. Risks due to processing errors
  2. Risks due to poor asset management
  3. Risks due to system error or misuse
  4. Risks due to operational failures

Capital Management

The Company aims to achieve an optimal capital structure in pursuit of its business objectives, which include maintaining healthy capital ratios and maximizing shareholders value.

Management monitors capital using several financial leverage measurements such as debt to equity ratio.

Code of Conduct

The Company has a code of conduct that applies to all employees. Through the implementation of the code, management and employees are expected to uphold the Company’s credibility, loyalty and its reputation as a trusted company.

The Company expects from its employees the appropriate behaviors that will provide a foundation for the Company to conduct its business activities, which are:

  1. Integrity in business conduct, which forms part of the Company’s compliance with applicable rules and regulations.
  2. Refraining from making false statements or claims relating to marketing and negotiation, including cost and expense accounting, project reviews and reporting.
  3. Avoiding conflicts of interest, moonlighting, and insider trading, using the Company’s assets for personal interest, taking other jobs outside the Company which could potentially affect productivity, and giving information that may benefit others.
  4. Refraining from giving/accepting gifts in any form.
  5. Refraining from receiving or giving bribes of any kind.
  6. Refraining from misconduct such as fraud, embezzlement, falsification, misuse of assets, cash fraud, and other misconduct.
  7. The recognition of universal human rights principles.
  8. Respect for other cultures and opinions.
  9. Responsibility towards society.
  10. Care for the environment.
  11. Loyalty towards the Company.
  12. Fair, courteous and respectful dealings with colleagues, superiors, subordinates, customers, shareholders, authorities, business partners and the public.
  13. An open, transparent and constructive business style

Relations with Business Partners

Our policy on managing relationships with customers, suppliers, and creditors emphasizes the need to ensure long-term and mutually beneficial relations and maintain the Company’s image and reputation by upholding the principles of Good Corporate Governance, including: Transparency, Accountability, Independence & Fairness.

Relations with Employees

Central to this policy is avoiding any non-compliance or violation of the law. The code of conduct is applied equally to internal and external parties to the Company’s operations, and the Company will take appropriate action with respect to any reported breach of the regulations/policy and guarantee the confidentiality of the person who reports the matter. Reports can be made via email to The Company guarantees to keep the identity of the reporting person confidential. If any employee is found to have violated the rules, he or she will receive appropriate sanctions according to Company policy and/or any prevailing regulation including the provisions of criminal law.

Employment Practices “Equal Opportunities for All”

Unless local laws or regulations require us to do otherwise, we will recruit people solely on merit and reward people on the basis of their performance and potential without discrimination on grounds of age, race, caste, ethnic origin, religion, political or other opinion, gender, sexual orientation, marital status, or disability/disease unrelated to the role. No employee of the Company will discriminate between others based on any of the above grounds or on the basis of any other personal prejudices or biases.

Work Environment

The Company respects the rights and dignity of all employees. We aim to establish clear values and objectives so that all employees understand and are committed to the aims of the Company and clearly see their roles within it. We will seek to create a challenging environment of empowerment and continuous learning, to recognize individual and team contributions, and to reward competitively, relative to performance.

It is expected that all employees in the Company treat the people they interact with, both within and outside the Company, with respect and in a manner that their self-esteem and dignity are maintained at all times.

All employees will work together in a collaborative manner as a well-knit team towards the achievement of business goals, putting the interests of the team and the Company before their own. They will work in a manner that is open, honest, straightforward and fair, respectful of the roles and views of others and actively listening and dialoguing with team-mates. Employees will freely share required information with each other, learn from each other, help one another to develop and grow, and contribute towards making the experience of working for the Company an enjoyable one for every member of the Company’s family.

The Company is committed to provide a work environment free of unlawful harassment. Sexual harassment and harassment based on age, race, religion, caste, ethnic origin, disability unrelated to the role, marital status, sexual orientation, pregnancy/ childbirth, or any other is prohibited. No employee will indulge in or condone harassment of any kind.

Labor and Human Rights

The Company is committed to developing an organizational culture with policies that support human rights and seeks to avoid complicity in human rights abuses. The Company will not use forced labor, including prison labor, indentured labor, bonded labor or other forms of forced labor. No person shall be employed under the age of 15 or under the age for completion of compulsory education, whichever is higher.

Sexual Harassment

The approach adopted by the Company is to spread awareness about the causes and consequences of sexual harassment at workplace and thereby prevent any occurrences. In the event of such an occurrence, the Company would use this Policy to provide the framework for action.

Sexual harassment in the work place has been defined as “strictly forbidden” sexually determined behavior (whether directly or by implication). It includes any or all of the following:

The concerns of or about employees can be reported without fear of reprisal or retaliation. Any allegations of sexual harassment will be investigated quickly and discreetly, and disciplinary action initiated as described in this policy. To the extent possible, the identity of the complainant, the victim, witnesses and the alleged harasser will be protected against unnecessary disclosure. All efforts will be made to ensure that proceedings remain confidential.

Accuracy of Financial Reports and other public communications 

As a company we are subject to various local laws, regulations and reporting obligations. The applicable law and our policies require the prompt disclosure of accurate and complete information regarding the Company’s business, financial condition and results of operations. Inaccurate, incomplete or untimely reporting will not be tolerated and can severely damage the Company and cause legal liability.

All employees should promptly report evidence of improper financial reporting

The Company’s senior financial officers working in the Accounting Department have a responsibility to ensure that all of our financial disclosures are full, fair, accurate, timely and understandable. These Persons must understand and strictly comply with generally accepted accounting principles and all standards, laws and regulations for accounting and financial reporting of transactions, estimates and forecasts.

Compliance with Laws and Regulations

Obeying the law, both in letter and in spirit, is the foundation on which this Company’s ethical standards are built. Each employee has an obligation to comply with all the local laws and regulations applicable to the Company. We will not tolerate any activity that violates any laws, rules or regulations applicable to the Company. This includes, without limitation, laws covering bribery and kickbacks, copyrights, trademarks and trade secrets, information privacy, insider trading, illegal political contributions, antitrust prohibitions, foreign corrupt practices, offering or receiving gratuities, environmental hazards, employment discrimination or harassment, occupational health and safety, false or misleading financial information or misuse of corporate assets.

Conflict of Interest

A conflict of interest exists where the personal interests or benefits of the employee interferes with the business interests or benefits of the Company.

If the above is not clear, as a general rule, when in doubt, ask your Direct Manager or a Director Human Resources.

Outside Activities

While creating the requirement to seek Company approval for engaging in any not-for-profit activity outside of work, the Company does not intend to stop community activities of employees and encourages it, though it needs it to be pre-approved by Corporate HR in case it involves any Company time, asset or information. Employees are expected to avoid conflicts of interest between their personal interests and those of the Company. Employees should promptly and fully disclose to the employee’s manager and/or supervisor any situation that could reasonably present either an actual conflict of interest or the appearance of a conflict of interest. Any activity that may even appear to represent a conflict of interest should be disclosed and avoided. Every situation is unique and determination of an actual conflict will depend on such factors as job position and the extent of the employee’s involvement.

Employees shall not participate in any outside activity (including as an officer, director, owner, consultant, or employee) that could or appears to interfere with the performance of their or other employees’ duties and responsibilities, affect their independent and objective judgment, compete with an the Company business, or discredit the Company. Each employee’s primary business obligation should be to the Company, and personal business affairs or outside employment should be kept separate and distinct from those of the Company in every respect and not be based on Company property, information or position, and not divert business opportunities away from the Company. Any revenue generation activity is not permitted. Any other remuneration received has to be declared if it is received in a company sponsored event which you attended.

An employee’s outside activities should not be conducted on the Company property and not involve the use of any the Company assets, materials, property, brand name, logo or the services of other the Company employees, or involve the employee’s activities during the Company work hours. Exceptions may be granted by the employee’s manager and/or supervisor, where the situation warrants. Employees should not use

The Company image or influence, directly or indirectly, for personal gain or benefit. In this regard, an employee, while on the job or as the Company representative, should not solicit customers to hire or contract with him/her for outside work of any kind.

Procurement Practices

The Company’s policy is to purchase supplies based on need, quality, service, price and terms and conditions. Suppliers should be selected based on merit, price, quality and performance. The Company’s policy is to, as a rule, select significant suppliers or enter into significant supplier agreements through a competitive bid process.

Under no circumstances should any Company employee, agent or contractor attempt to coerce suppliers in any way. All supplier agreements must be reviewed after a 2 year period and fresh bids invited to confirm the competitiveness of the existing supplier agreement.

Supplies may be purchased from our customers when a combination of quality, price, services offered and reliability of supply warrant such purchases.

Anti-Bribery Policy

It is the Company’s policy to comply with all applicable anti-bribery laws, and all applicable local laws where the Company operates, and to accurately reflect all transactions on the Company’s books and records. It is also the Company’s policy to require those agents, consultants and business partners who work on the Company’s behalf before Government Officials to comply with these same laws and practices.

The Company requires that:

In addition to those obligations set forth above, the Company requires specific due diligence, internal legal and business approvals, financial reporting, and document retention requirements in six key areas:

  1. the Company sponsorship of any travel-related benefits for any Government Official
  2. Gifts to, entertainment for, or charitable contributions on behalf of any Government Official
  3. Use of consultants and sales agents who may interact with Government Officials on the Company’s behalf
  4. Facilitating or “grease” payments to any Government Official
  5. Activities with certain business partners who may interact with Government Officials directly or indirectly on the Company’s behalf
  6. Political contributions to any Government Official, political party, candidate or political organization.

Protection and use of the Company’s Assets

Protecting the Company’s assets is a key responsibility of every employee. Care should be taken to ensure that assets are not misused, misappropriated, loaned to others, or sold or donated or mortgaged, without appropriate authorization. Employees must not use the Company assets for personal use, nor must they allow any other person to use the Company assets.

Every employee is personally responsible for all the Company funds over which he or she exercises control. the Company funds must be used only for business purposes. Every employee must take reasonable steps to ensure that the Company receives good value for the Company funds spent and must maintain accurate and timely record of expenditure

Payments, Gifts & Entertainment

The Company will not make any contribution of company funds, property or services to a political party or religious organization, or to a candidate for or holder of any Government office.

No employee will offer any gifts, favors or entertainment to others that are:

Employees should not as a principle, accept gifts in kind or cash or enjoy any special privileges from any business associate. Sweets may be accepted only on festive occasions/new year/special anniversaries, if it serves the purpose of maintaining proper and good relationship with our regular business associates; however, the value of such sweets should not exceed 8,000 Indian Rupees. Moreover it is preferable that sweets etc. if accepted on festive occasions are received only at the place of work and shared with colleagues. Employees should not accept offers to be entertained by an individual or organizations with whom the Company transacts business with. Invitations to occasional lunches/dinners hosted by our business associates may be accepted, if it serves the purpose of enhancing the relationship, after informing the immediate superior. It is essential that in the event of an employee accepting sweets (up to value specified above) or attending an occasional lunch/dinner, there should be no scope for this being construed as having influenced the judgment of the recipient.

Employees will be reimbursed outstation travel/ local conveyance expenses incurred on account of official work as per policy of the Company. Employees should claim only expenses actually incurred and should not inflate/falsify expense claims even if these are within the prescribed limits for the individual. Under no circumstances shall personal expenses be reimbursed by the Company. Here again, if the above is not clear, as a general rule, when in doubt, ask your Direct Manager or a Director Human Resources.


It is the Company’s policy to comply fully in letter and in spirit with all applicable laws, rules and regulations. In case of ambiguity of the laws or their interpretation, legal advice should be sought.

All required information shall be made accessible to the Company’s auditors and other authorized persons and government agencies. False or misleading entries, unrecorded funds or assets, or payments without appropriate supporting documentation and approval are strictly prohibited and violate Company policy and the Law. There shall be no willful omissions of any Company transactions from the books and records, no advance income recognition and no hidden bank accounts and funds. No employee in any way will cause the Company’s accounts or other records to not clearly describe and properly state the true nature and timing of a business activity or transaction.

Protection and use of the Company’s Assets

Protecting the Company’s assets is a key responsibility of every employee. Care should be taken to ensure that assets are not misused, misappropriated, loaned to others, or sold or donated or mortgaged, without appropriate authorization. Employees must not use the Company assets for personal use, nor must they allow any other person to use the Company assets.

Every employee is personally responsible for all the Company funds over which he or she exercises control. the Company funds must be used only for business purposes. Every employee must take reasonable steps to ensure that the Company receives good value for the Company funds spent and must maintain accurate and timely record of expenditure

All employees should protect the Company’s assets and ensure their efficient use for legitimate business purposes only. Theft, carelessness and waste have a direct impact on the Company’s profitability. The use of Company funds and/or assets for any unlawful or improper purpose is strictly prohibited.

To ensure the protection and proper use of the Company’s assets, each employee should:

Employees should be aware that Company property includes all data and communications transmitted to or received by, or contained in, the Company’s electronic or telephonic systems.

Company property also includes all written communications. All the employees and other users of the Company’s property should have no expectation of privacy with respect to these communications and data. To the extent permitted by law, the Company has the ability, and reserves the right, to monitor all electronic and telephonic communications. These communications may also be subject to disclosure to law enforcement or government officials.

Electronic Resources Usage

Employees should ensure that they use only licensed software and take back -up of all important data. Uses that threaten the integrity of the system, the privacy of others, or that are otherwise illegal, are hence forbidden.

The Company reserves the right to access and monitor all messages and files on its system, including information regarding employee internet use, as and when deemed necessary and appropriate. The electronic resources shall be used in an effective, ethical and lawful manner. Users who receive or notice obscene or inappropriate messages are needed to report the same immediately to their immediate superior or the Human Resources Department. the Company will not be responsible for actions of employees deemed illegal with respect to the usage of electronic resources.

Handling Confidential Information

Employees should use information received in the course of their business dealings only for the purpose it is intended or normally used and never for personal gain or for a third party’s gain. They should also not release confidential data or information to others without proper authorization.

The Company has many kinds of business relationships with many companies and individuals. All employees should take special care to handle confidential information of our customers, potential customers, suppliers, potential suppliers or any other third party with responsibility.

In keeping with the terms of the Employment Contract, all employees shall, during their service with the Company, devote their full time attention to the responsibilities entrusted to them. No employee will serve as an employee, agent, director, partner or consultant of any other business enterprise. Also, employees who resign from the services of the Company should not take up employment with a competitor for a period of at least two years.

Media Policy

Employees should refrain from interaction/communication with the print and electronic media on matters which are likely to have an impact on the image of the Company.

It is important to ensure that all statements made to the media are true and fair. Each business unit and division shall have selected persons who are authorized to speak to the media on identified subjects. Employees should not disclose non-public information selectively to a particular group. One should ensure approval of customers, vendors, etc., if reference is made about such customers. Posting or discussing information concerning the Company’s services or business on the Internet without the prior written consent of the Head of the Company / Business is prohibited.

Advertising must not misrepresent, or be likely to mislead the consumer, as to the character, quantity, composition or safety of the product advertised. The Company requires every employee to protect all trademarks, brand names and other proprietary material of the Company and of third parties. We should not disparage products or services of competitors and should avoid political or religious remarks in advertisements.

Relations with Customers

The Company recognizes that our customers are of paramount importance and the Company will prosper only to the extent that we meet and exceed the needs of our customers. All employees will at all times:

Free and Fair Competition

Employees of the Company shall not, knowingly, make false or misleading statements regarding its competitors or the products of its competitors, customers or suppliers. Participating with competitors in a trade association or in a standards creation body is acceptable when the association has been properly established, has a legitimate purpose, and has limited its activities to that purpose.

No employee shall at any time or under any circumstances enter into an agreement or understanding, with any competitor concerning prices, discounts, other terms or conditions of sale, profits or profit margins, costs, allocation of product or geographic markets, allocation of customers, limitations on production, boycotts of customers or suppliers, or bids or the intent to bid.

Employees must not unlawfully use the information, material, products, intellectual property, or proprietary or confidential information of anyone including suppliers, customers, and business partners. Employees should never attempt to obtain a competitor’s confidential information by improper means.

Environment, Health and Safety

The Company is committed to providing a safe and healthy working environment for all employees and to avoiding adverse impact and injury to the environment and the communities in which we do business. Employees must comply with all applicable environmental, health and safety laws, regulations and Company standards. It is their responsibility to understand and comply with the laws, regulations and policies that are relevant to their position at the Company. Failure to comply with environmental, health and safety laws and regulations can result in civil and criminal liability against the employee, as well as disciplinary action by the Company, including termination of employment, as applicable.

Record Keeping

Accurate and reliable records are crucial to our business. Our records are the basis of our earnings statements, financial reports and other disclosures to the public and are the source of essential data that guides our business decision-making and strategic planning.

The Company records include booking information, payroll, timecards, travel and expense reports, e-mails, accounting and financial data, measurement and performance records, electronic data files and all other records maintained in the ordinary course of our business.

All Company records must be complete, accurate and reliable in all material respects. There is never a reason to make intentionally false or misleading entries by employees. Undisclosed or unrecorded funds, payments or receipts are inconsistent with our business practices and are prohibited.

Training & Development Policy

The overall purpose of this policy is to set out guidelines and purpose for the training and development of employee’s that have a skill need or career path.

The policy emphasizes the importance of maintaining a continuous learning program to develop a core of well-trained individuals whose performance will enhance the Company’s abilities to perform at a level that is consistent with growth and profitability objectives.

The policy of the Company is to ensure that all personnel are trained and become sufficiently experienced to the extent necessary to competently and effectively undertake their assigned activities and responsibilities. It is also the aim of the Company to encourage its employees’ to make the most of learning opportunities to realize their own personal potential and enjoyment of their job.

The Company shall attempt to create a learning environment where employees’ will be prepared to accept change, develop new skills and take responsibility for their own continuous learning, in partnership with their immediate manager and Managing Director, to ensure their effective contribution to the successful achievement of both business and personal goals.

The Company’s success will depend on the professionalism, skill and commitment of all its employee’s.

The Company aims to ensure that.

Annual Appraisal System

The Company has an annual appraisal system for each specific job description, which provides the Managing Director and line managers with the opportunity to review each employee’s performance. This will provide a mutual opportunity for developing objectives and agreeing targets in order to enhance personal performance and create training and development plans. The Managing Director will periodically review the success of any training and development plans according to the time frame agreed during an appraisal meeting.

New Employees

All new employees will undergo a company induction plan to include the following topics:

New starters will undergo an initial 6 months probationary period. During this time they must demonstrate a sufficient level of productivity and quality of workmanship. At the end of the probation period a formal review will take place involving the Employee, his/her immediate Manager and the Managing Director.

Human Resource Planning

The Company’s statement of intent is as follows: to offer training and development opportunities to all employees to maximize and utilize skills as effectively as possible, to increase the Company’s skills base and experience base, to improve existing levels of performance and to maximize employee service retention.

The human resource planning strategy will be as follows: to regularly update the skills & competency matrix to enable assessment of training and development needs. To liaise and keep in touch with our headquarters, suppliers, information technology consultants and known external training service providers to keep abreast of current and future planned training events. To then marry our training needs to suitable and viable training courses. To record attendance and certification of attended training events and to later review the success and effectiveness of training received.

Whistleblower Policy

The Company’s Code of Conduct & Policies requires all Directors, Officers and employees to comply with the letter and spirit of applicable laws and regulations. This Whistleblower Policy is intended to encourage and enable employees and others to raise serious concerns about unlawful or other inappropriate activities; to encourage proper individual conduct and accountability; and to alert the Company of ongoing or potential serious problems at an early stage.

It is the responsibility of all Directors, Officers and employees to comply with the Code of Conduct and to report violations or suspected violations in accordance with this Whistleblower Policy.

Conduct Covered

This Whistleblower Policy is intended to encourage the reporting of any (1) unlawful activity, (2) violation of the Code of Conduct, (3) questionable accounting, internal accounting control or auditing practice, or (4) other serious matter, including without limitation:

Reporting Procedure:

Direct (non-anonymous): Serious concerns or complaints regarding financial/accounting matters, unethical or illegal conduct, Indiscipline, Code of Conduct violations, or other appropriate matters should be reported directly to the concerned Department Head / Manager at the Company.

Anonymous: Employees preferring anonymity may report complaints or concerns regarding any serious matter at any time on a confidential, anonymous basis either by email to

All complaints should also be sent to the Company Secretary of the Company.

Treatment of Complaints:

Every complaint will be treated in accordance with the Principles of Natural Justice and any decision taken or disciplinary action recommended will be in accordance with the applicable laws.

Upon receipt of a complaint, either directly or on an anonymous basis, the concerned Department Head will review the complaint or concern and acknowledge, when possible, receipt of the complaint to the sender.

Thereafter, the complaint received will be categorized in the following manner by the concerned Department Head:

“A” – Minor Misconduct:

“B” – Major Misconduct:

“C” – Gross Misconduct:


Confidentiality: violations or suspected violations may be submitted on a confidential basis or anonymously. Reports of violations or suspected violations will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.

No retaliation: no one who in good faith reports a violation of the Code or any other concern under this Policy shall suffer harassment, retaliation or adverse employment consequences. An employee that retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of employment.

Acting in good faith – Anyone filing or reporting a concern or complaint must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation of the Code of Conduct. If a report is made in good faith but the facts alleged are not confirmed by subsequent investigation, no action will be taken against the reporting person.