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Corporate Governance

NIIT Technologies

This Code of Conduct (“Code”) highlights the standards of our business ethics and practices, which are required to be observed in all business transactions. Ethics and Compliance are critical to everyone’s business and all Employees of NTL (“Employees”) shall respect and adhere to the Code, in case of any possible violation, report such violation to the Legal Service Organization (LSO) of the Company.

We believe our most important strength is our employees. We seek to provide a work environment where all employees have the opportunity to reach their full potential and contribute to the Company’s success. We emphasize personal integrity and believe long- term results are the best measure of an employee’s performance.

The Company respects the human rights and dignity of all employees. We endeavor to treat our employees fairly and honestly. We strive to maintain a safe, secure and healthy workplace and it is against our policy to use forced or child labor. We also strive to follow all applicable laws and regulations.

Every employee shall be responsible for the implementation of and compliance with this Code and failure to adhere to the Code could attract the penal consequences including, termination of employment.

In case any employee notices or is informed of violation of any Law or this Code, Company’s policy or any fraudulent act w.r.t. shareholders, government or financial market or any act of mismanagement of Company’s resources and business, such employees must promptly report to (in the order of the gravity of the act and independence of such person being reported to):

  • Immediate supervisor; or>
  • Company’s Legal Counsel; or
  • Audit Committee of the Board of Directors

This Code may be updated from time to time.

Corporate Mission

NIIT Technologies Limited including its affiliates (“NTL”) is poised to enable individuals and enterprises worldwide, achieve greater success by providing knowledge, skills, solutions and services through pioneering efforts and usage of appropriate technology. NTL remains committed in all its actions to benefit the economic development of the countries in which it operates. NTL shall conduct its business affairs in accordance with the economic, development and foreign policies, objectives and priorities of the nation's government, and shall strive to make a positive contribution to the achievement of such goals across the various jurisdictions that it operates.

 

I. Responsibilities Towards the Company and Stakeholders

Corporate Citizenship
NTL is committed to be a good corporate citizen, not only in relation to the compliance with all relevant laws and regulations, but also by actively assisting its affiliates in the improvement of the quality of life of the people in the communities in which it operates.

Financial Reporting and Records
NTL shall prepare and maintain its accounts fairly and accurately in accordance with the accounting and financial reporting standards which represent the generally accepted guidelines, principles, standards, laws and regulations of the country in which the company conducts its business affairs.

Shareholders
NTL shall be committed to enhance shareholders’ value and comply with all regulations and laws that govern shareholders' rights. The Board shall duly and fairly inform its shareholders about all relevant aspects of the company's business, and disclose all such information in accordance with the respective regulations and laws.

Regulatory Compliance
Every employee of NTL shall, in his or her business conduct, comply with all applicable laws and regulations, both in letter and in spirit, in all the territories in which he or she operates. If the ethical and professional standards set out in the applicable laws and regulations are below that of the Code, then the standards of the Code shall prevail.

Equal-opportunities Employer
NTL shall provide equal opportunities to all its employees and all qualified applicants for employment, without regard or bias to their race, caste, religion, color, ancestry, marital status, sex, age, nationality, disability and veteran status. All employees shall be treated with dignity and in accordance with its policy to maintain a safety work environment free of any sort of harassment, whether physical, verbal or psychological. All employees shall be governed by policies and practices that ensure that in all matters equal opportunity is provided to those eligible and the decisions are merit-based.

Ethical Conduct
All employee of NTL, including whole-time directors and the managing director shall, deal in a professional honest manner with high moral and ethical standards. Such conduct shall be fair and transparent.

Concurrent Employment
In consideration of employment with the Company, all employees of NTL are expected to devote full attention to the business interests of the Company. An employee shall not, without the prior approval of the managing director of the company, accept employment or a position of responsibility (such as a consultant or a director) with any other company, nor provide ‘freelance’ services to anyone or similar position which may be prejudicial to the interest of the Company . In the case of a whole-time director or the managing director, such prior approval must be obtained from the Board.

Conflict of Interest
An employee of NTL shall not engage in any business, relationship or activity which might detrimentally conflict with the interest of his company or the group. A conflict of interest, actual or potential, may arise where, directly or indirectly:

  • Employee engages in a business, relationship or activity with anyone who is party to a transaction with his or her company
  • An employee is in a position to derive a personal benefit or a benefit to any of his or her relatives by making or influencing decisions relating to any transaction
  • An independent judgment of the company's or group's best interest cannot be exercised

Notwithstanding that such or other instances of conflict of interest exist due to any reason, adequate and full disclosure by the interested employees should be made to the company's management. It is also incumbent upon every such employee to make a full disclosure of any interest which the employee, may have in a company or firm which is a supplier, customer, distributor of or has other business dealings with his company.

Securities Transactions and Confidential Information
An Employee of NTL and his or her 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 or the group, which is not in the public domain and thus constitutes insider information.

An Employee shall not use or proliferate information which is not available to the investing public and which therefore constitutes insider information for making or giving advice on investment decisions on the securities of the respective NTL Group Company on which such insider information has been obtained.

Such insider information might include the following:

  • Acquisition and divestiture of businesses or business units
  • Financial information such as profits, earnings and dividends
  • Announcement of new product introductions or developments
  • Asset revaluations
  • Investment decisions/plans
  • Restructuring plans
  • Major supply and delivery agreements
  • Raising finances

The Employees shall always protect and hold confidential Company’s proprietary information, trade secret, products, architectures, source codes, project plans, names and list of customers and including but not limited to financial information, shall not take information of competitors in an unethical manner.

Protecting Company Assets
The assets of NTL should not be misused but employed for the purpose for which they are duly authorized. These include tangible assets such as equipment and machinery, systems, facilities, materials, resources as well as intangible assets such as proprietary information, relationships with customers and suppliers, etc.

Integrity of Data Furnished
Employees shall ensure, at all times, the integrity of data or information furnished by him or her to the company.

Political Contribution
NTL shall be committed to and support a functioning democratic constitution and system with a transparent and fair electoral system in India. It will fully comply with all local, state and federal or foreign laws and regulations regarding political contribution.

 

II. Responsibilities to the Customers and Vendors

Quality of Products and Services
Company and Employee’s shall be committed to supply goods and services of the highest quality & international standards, backed by efficient after-sales service consistent with the requirements of the customers to ensure their total satisfaction.

Customer Relationships
Employees shall conduct business in such a manner that it creates value for the customers and build a relationship based upon trust and goodwill. Every employees, agents and contractors must act to preserve such goodwill and enhance Company’s as well as the Group’s reputation.

Competition
Company and Employees shall fully make every effort for the establishment and support of a competitive, open market economy in India and abroad and shall cooperate in the efforts to promote liberalization of trade and investment.

Government Relations
Company and employees shall comply fully with all applicable laws and regulations and to adhere with high ethical and legal standards of business practices.

The Company will ensure that the disclosures we make in reports and documents that we submit to various Government / Statutory authorities and in other public communications are full, fair, accurate, timely and understandable.

Gifts and Donations
Under no circumstances, the Employees, agents or contractors offer, make, directly or indirectly, any illegal payments, promise to pay, remuneration, gifts, donations or comparable benefits which are intended to or perceived to influence any business decision or uncompetitive favors for the conduct of its business or any act or failure to act or any commitment of fraud, or opportunity for the commitment of any fraud. However, NTL and its employees may accept and offer inexpensive gifts, infrequent business meals or celebratory events, which are customarily given and are of a commemorative nature, for special events.