Code of Conduct (India)
CODE OF CONDUCT
Company: [Company Name]
Registered Address: [Company Address]
Effective Date: [Effective Date] | Listing Status: [Listing Status]
This Code of Conduct ("Code") is adopted by [Company Name] ("Company") pursuant to Section 166 of the Companies Act 2013 (duties of directors), Schedule IV of the Companies Act 2013 (Code for Independent Directors), Regulation 17(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (for listed companies), and the National Guidelines on Responsible Business Conduct (NGRBC) 2019 published by the Ministry of Corporate Affairs.
1. APPLICABILITY
1.1 This Code applies to the following persons of the Company: [Covered Persons].
1.2 For listed companies, this Code applies specifically to all Board members and senior management in compliance with SEBI LODR Regulation 17(5). Annual affirmation: [Affirmation Frequency].
1.3 Independent directors are also subject to the Schedule IV Code for Independent Directors under the Companies Act 2013, which sets out their specific duties of professional conduct, independence, and governance oversight. This Code is to be read alongside Schedule IV for independent directors.
2. CORE VALUES
2.1 The Company's conduct is guided by the following core values: Integrity — acting honestly and transparently in all dealings; Respect — treating all persons with dignity and fairness; Accountability — taking responsibility for actions and decisions; Excellence — striving for the highest standards of quality and performance; and Social Responsibility — operating in a manner that benefits employees, shareholders, customers, and society.
3. LEGAL COMPLIANCE
3.1 All covered persons must comply with all applicable laws and regulations, including the Companies Act 2013, the Income Tax Act 1961, the CGST Act 2017, environmental laws, labour laws (Industrial Disputes Act 1947, Factories Act 1948), and applicable sector-specific regulations.
3.2 No covered person shall advise, direct, or assist any other person to circumvent, evade, or violate any applicable law or regulation.
4. CONFLICTS OF INTEREST
4.1 Covered persons must avoid situations where their personal interests conflict — or appear to conflict — with the interests of the Company. Actual and potential conflicts must be disclosed promptly to the Company Secretary or Compliance Officer, and must be disclosed to the Board as required by Section 184 of the Companies Act 2013.
4.2 A director who has a material interest in a proposed contract or arrangement must disclose that interest at the Board meeting and must not vote on or be counted in the quorum for the decision, consistent with Section 184 of the Companies Act 2013.
5. CONFIDENTIALITY AND INFORMATION SECURITY
5.1 Covered persons must protect all confidential information of the Company — including trade secrets, client information, financial projections, strategic plans, and proprietary technology — and must not disclose it to third parties without proper authorisation.
5.2 Covered persons who are 'insiders' under the SEBI (Prohibition of Insider Trading) Regulations 2015 must not trade in the Company's securities while in possession of unpublished price-sensitive information (UPSI), and must not communicate UPSI to other persons in violation of the Insider Trading Regulations.
6. ANTI-BRIBERY AND ANTI-CORRUPTION
6.1 Covered persons must comply fully with the Company's Anti-Bribery and Anti-Corruption Policy. No covered person shall offer, accept, or facilitate any bribe, kickback, or other corrupt payment, in violation of the Prevention of Corruption Act 1988 (as amended 2018) or any other applicable anti-corruption law.
7. FAIR DEALING, COMPETITION LAW, AND COMPANY ASSETS
7.1 Covered persons must deal fairly with the Company's customers, suppliers, competitors, and employees. Conduct that violates the Competition Act 2002 — including price-fixing, market allocation, bid-rigging, or abuse of dominant position — is strictly prohibited.
7.2 Company assets — physical, intellectual, financial, and information assets — must be used for legitimate Company business and must not be misappropriated or used for personal gain.
8. REPORTING VIOLATIONS AND ANNUAL AFFIRMATION
8.1 Covered persons must report any known or suspected violation of this Code through the Company's whistleblowing/vigil mechanism. Non-reporting of known violations is itself a violation of this Code.
8.2 Annual Affirmation: [Affirmation Frequency]. Each covered person must confirm in writing at the required frequency that they have read, understood, and complied with this Code during the relevant period.
8.3 CEO/MD Declaration: [CEO Declaration]. The MD/CEO will include a declaration of compliance in the Company's Annual Report as required by SEBI LODR Regulation 17(5)(b).
8.4 This Code is governed by the laws of India and the laws of the State of [Governing State]. This Code shall be reviewed annually by the Board or the Corporate Governance/Ethics Committee.
Board / Managing Director
________________
Signature
Director / Employee (Annual Affirmation)
________________
Signature
What Is a Code of Conduct (India)?
A Code of Conduct in India lays down the policy the organisation applies, giving staff or users clear guidance on their responsibilities.
The Companies Act 2013 has significantly strengthened the governance obligations of Indian company directors. Section 166 codifies the duties of directors — to act in good faith, in the best interests of the company, with due care and diligence, and in compliance with applicable laws. Schedule IV, the statutory Code for Independent Directors, requires independent directors to uphold ethical standards, maintain independence of judgement, safeguard shareholder interests, and report concerns about the company's operations through the board.
For listed companies, Regulation 17(5) of the SEBI LODR Regulations 2015 requires the board to lay down a Code of Conduct for all board members and senior management, and to obtain annual affirmations of compliance. The MD/CEO's annual declaration of compliance, published in the annual report, is a public accountability measure that reinforces the Code's importance.
Beyond legal requirements, a well-crafted Code of Conduct sets the tone for the company's culture — signalling to employees, customers, investors, and the public that the company takes ethical business conduct seriously. The Code is the reference document for the company's anti-bribery policy, whistleblowing policy, conflicts of interest policy, insider trading policy, and related governance instruments.
The legal framework governing the Code of Conduct (India) in India draws on several key statutes and regulatory bodies. Under Indian law, the Indian Contract Act 1872 governs contractual obligations, with Section 10 setting essential requirements for valid agreements. The Companies Act 2013 regulates corporate entities through the Registrar of Companies (ROC) and Ministry of Corporate Affairs (MCA). The Industrial Disputes Act 1947 and state labour commissioners govern employment disputes. The Information Technology Act 2000 and IT (Reasonable Security Practices) Rules 2011 protect personal data. The Income Tax Act 1961 and Goods and Services Tax Act 2017 govern tax obligations through the Central Board of Direct Taxes (CBDT) and GST Council. Parties executing a Code of Conduct (India) in India should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Indian Contract Act, 1872 sets the foundational requirements.
When Do You Need a Code of Conduct (India)?
A Code of Conduct is required for listed companies under SEBI LODR Regulations 2015 and is implied by the Companies Act 2013 vigil mechanism requirements. It is a best-practice governance document for all companies.
Listed companies must adopt a Code of Conduct for board members and senior management under SEBI LODR Regulation 17(5), with annual affirmation and CEO declaration requirements. Non-compliance is a reporting obligation and can attract SEBI scrutiny.
Companies seeking IPO listing on the BSE or NSE must have a Code of Conduct in place as part of their pre-IPO governance readiness. SEBI's LODR requirements apply from the date of listing, but investment bankers and legal advisers typically recommend adopting the Code 12–18 months before the IPO.
Companies that receive PE/VC investment, particularly from international investors, are routinely required to adopt a Code of Conduct as an investment condition — alongside whistleblowing, anti-bribery, and related party transaction policies.
Joint ventures and subsidiaries of multinational corporations typically need a Code of Conduct that reflects the parent company's global standards while being tailored to the Indian regulatory context.
Public sector undertakings (PSUs) must comply with CVC guidelines on Code of Conduct and are expected to have up-to-date, disclosed codes for all levels of employees.
Any company that has experienced misconduct, fraud, or compliance failures should immediately adopt or review its Code of Conduct as part of the remediation programme — demonstrating to regulators and parties that appropriate governance measures have been put in place.
Parties in India should prepare a Code of Conduct (India) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under Indian law, the Indian Contract Act 1872 governs contractual obligations, with Section 10 setting essential requirements for valid agreements. The Companies Act 2013 regulates corporate entities through the Registrar of Companies (ROC) and Ministry of Corporate Affairs (MCA). The Industrial Disputes Act 1947 and state labour commissioners govern employment disputes. The Information Technology Act 2000 and IT (Reasonable Security Practices) Rules 2011 protect personal data. The Income Tax Act 1961 and Goods and Services Tax Act 2017 govern tax obligations through the Central Board of Direct Taxes (CBDT) and GST Council. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.
What to Include in Your Code of Conduct (India)
A thorough Code of Conduct for an Indian company should contain the following key elements.
Scope and Applicability: All directors (executive, non-executive, and independent), officers, employees, interns, and — where specified — contractors and consultants. For listed companies, the Code must explicitly cover all board members and senior management as required by SEBI LODR Regulation 17(5).
Core Values Statement: Articulation of the company's foundational values — integrity, respect, fairness, transparency, and accountability — that frame all subsequent obligations.
Legal Compliance Obligations: General requirement to comply with all applicable laws and a non-exhaustive list of key statutes relevant to the company's business.
Conflicts of Interest: Obligation to disclose actual and potential conflicts, prohibition on self-dealing without board approval, and cross-reference to Section 184 of the Companies Act 2013.
Confidentiality and Information Security: Obligations regarding confidential information, trade secrets, and (for listed companies) unpublished price-sensitive information under SEBI Insider Trading Regulations 2015.
Anti-Bribery and Anti-Corruption: Cross-reference to or incorporation of the company's ABAC Policy, consistent with the PC Act 1988 (as amended 2018).
Protection of Company Assets: Obligations regarding proper use of company property, IT systems, and intellectual property.
Fair Dealing and Competition Law: Requirement to deal fairly and comply with the Competition Act 2002 — no cartel conduct, bid-rigging, or abuse of dominant position.
Health, Safety, and Environment: Compliance with applicable H&S and environmental laws.
Reporting and Non-Retaliation: Obligation to report violations and cross-reference to the whistleblowing policy.
Annual Affirmation: Requirement for annual sign-off, with the CEO declaration required by SEBI LODR Regulation 17(5)(b) for listed companies.
Additional compliance elements for a Code of Conduct (India) used in India include: Under Indian law, the Indian Contract Act 1872 governs contractual obligations, with Section 10 setting essential requirements for valid agreements. The Companies Act 2013 regulates corporate entities through the Registrar of Companies (ROC) and Ministry of Corporate Affairs (MCA). The Industrial Disputes Act 1947 and state labour commissioners govern employment disputes. The Information Technology Act 2000 and IT (Reasonable Security Practices) Rules 2011 protect personal data. The Income Tax Act 1961 and Goods and Services Tax Act 2017 govern tax obligations through the Central Board of Direct Taxes (CBDT) and GST Council. Forms-legal.com provides this template as a starting point for India-compliant documentation.
Cite this page
Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Code of Conduct (India) (India) [Legal document template]. Forms Legal. https://forms-legal.com/india/business/policies/code-of-conduct-india
"Code of Conduct (India) (India)." Forms Legal, 2026, https://forms-legal.com/india/business/policies/code-of-conduct-india.
@misc{formslegal-code-of-conduct-india,
author = {{Forms Legal}},
title = {Code of Conduct (India) (India)},
year = {2026},
howpublished = {\url{https://forms-legal.com/india/business/policies/code-of-conduct-india}},
note = {Free legal document template. Based on Indian Contract Act, 1872}
}Also available for these jurisdictions:
Frequently Asked Questions
A Code of Conduct is mandatory for directors and senior management of listed companies under SEBI regulations, and is strongly encouraged — and in some respects implied — by the Companies Act 2013 for other companies. For listed companies, Regulation 17(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (LODR Regulations) requires the board of directors to adopt a formal Code of Conduct for all board members and senior management personnel. The company must obtain annual affirmations of compliance from all covered persons, and the MD/CEO must provide a declaration in the annual report that all board members and senior management have affirmed compliance with the Code of Conduct during the year. For independent directors, Schedule IV of the Companies Act 2013 contains the 'Code for Independent Directors,' which sets out the guidelines of professional conduct, role and functions, duties, and manner of appointment and reappointment for independent directors. This Schedule IV Code is effectively a statutory code of conduct for independent directors of all companies required to have independent directors under Section 149(4) of the Companies Act 2013 — which includes listed companies, public companies with paid-up capital of ₹10 crore or more or turnover of ₹100 crore or more.
A Code of Conduct for an Indian company should address the following key substantive areas, drawing on the requirements of the Companies Act 2013, SEBI LODR Regulations 2015, Schedule IV of the Companies Act (for independent directors), and international best-practice corporate governance standards. Core Values and Ethical Principles: The code should articulate the company's fundamental values — integrity, honesty, transparency, accountability, fairness, and respect — and explain how these values translate into expected conduct in day-to-day business activities. Legal Compliance: Directors and employees must comply with all applicable laws, including the Companies Act 2013, the Income Tax Act 1961, the GST Act 2017, environmental laws, labour laws, and sector-specific regulations. They must not advise, direct, or assist others to circumvent legal obligations. Conflicts of Interest: A conflict of interest arises when a director's or employee's personal interests diverge from, or have the potential to influence, their duties to the company. Section 184 of the Companies Act 2013 requires directors to disclose their interests in contracts and arrangements at the board meeting. The Code should require prompt disclosure of all actual and potential conflicts, and prohibit self-dealing without board approval.
A Code of Conduct and a Code of Ethics are sometimes used interchangeably but represent distinct documents with different emphases in the Indian corporate governance context. A Code of Ethics is a statement of the company's fundamental values, moral principles, and aspirational standards of behaviour. It addresses questions of character and integrity at a high level — such as honesty, respect, fairness, and social responsibility. A Code of Ethics tends to be shorter, more principles-based, and aspirational in tone. It answers the question: 'What kind of organisation do we aspire to be, and what values guide our decisions?'
A Code of Conduct is a more detailed, rules-based document that translates ethical principles into specific behavioural standards and requirements. It answers the question: 'What specific actions are required or prohibited in particular situations?' A Code of Conduct typically includes mandatory rules (e.g., 'You must disclose all conflicts of interest'), prohibitions (e.g., 'You must not accept gifts above ₹1,000'), and procedures (e.g., 'If you suspect a violation of this Code, you must report it through the whistleblowing channel within 48 hours'). In the Indian regulatory context, the terminology used in Schedule IV of the Companies Act 2013 is 'Code for Independent Directors,' which is essentially a Code of Conduct for the specific role of an independent director.
Violations of a Code of Conduct in India can attract consequences at multiple levels — contractual, corporate law, securities law, employment law, and criminal law — depending on the nature and severity of the violation. For directors, the Companies Act 2013 provides the primary legal framework for consequences. Section 166(2) imposes a duty on directors to act in the best interests of the company, its shareholders, employees, and community. Section 166(4) prohibits directors from misusing their position. Violation of these duties can result in removal of the director by the shareholders under Section 169 of the Companies Act 2013, disqualification of the director under Section 164 (e.g., where the violation involves a conviction for a fraud-related offence), and personal liability for damages caused to the company. For independent directors, the Schedule IV Code for Independent Directors explicitly provides that independent directors may be removed if they are found to have violated the Code — in addition to the general removal provisions of Section 149(6) of the Companies Act 2013. The company's nomination and remuneration committee (NRC) is typically responsible for reviewing alleged violations by independent directors. For listed companies, SEBI Regulation 17(5) of the LODR Regulations requires the board to ensure that directors and senior management comply with the Code of Conduct.
A Code of Conduct (India) does not legally require a lawyer in India, and individuals and businesses may draft and execute the document independently. The Indian Contract Act, 1872 does not mandate legal representation for the creation or signing of this type of document. However, seeking independent legal advice from a qualified India lawyer is recommended for transactions involving substantial financial value, complex regulatory requirements, or cross-border elements where multiple legal jurisdictions may apply. A lawyer can verify that the document complies with all applicable statutory requirements, identify potential risks specific to the transaction, and confirm that the terms adequately protect the interests of all parties involved. The Supreme Court of India has jurisdiction over disputes arising from this type of document, and Registrar of Companies (ROC) may impose additional compliance obligations depending on the nature of the underlying transaction. Professional legal review is particularly advisable where the document will be submitted to government agencies or used as evidence in legal proceedings.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
Found an error? Let us knowRelated Documents
You may also find these documents useful:
Anti-Bribery and Anti-Corruption Policy (India)
A comprehensive Anti-Bribery and Anti-Corruption Policy compliant with the Prevention of Corruption Act 1988 (as amended 2018), Companies Act 2013, and FCPA/UK Bribery Act for Indian entities with international operations. Covers gifts, hospitality, facilitation payments, and whistleblowing.
Whistleblowing Policy (India)
A robust Whistleblowing (Vigil Mechanism) Policy compliant with the Whistleblowers Protection Act 2014, Companies Act 2013 (Section 177), and SEBI LODR Regulations 2015. Establishes a confidential reporting channel, investigation procedure, and protections against retaliation for employees in India.
Related Party Transaction Policy (India)
A Related Party Transaction (RPT) Policy for Indian companies compliant with Section 188 of the Companies Act 2013 and SEBI LODR Regulations 2015 (as amended 2022). Covers definition of related parties, material RPT thresholds, approval procedures, arm's-length standards, and disclosure obligations.