Governance
Group Code of Conduct: How Business Groups in India Build One Ethics Standard
By ATTPL HOLDCO / ATTPL GROUP Editorial Team · · 2 min read
How a business group in India can write, roll out and enforce one code of conduct across all its companies: legal anchors, key clauses, training and reporting.
Why a group needs one code, not many
When a business group grows company by company, each entity often writes its own rules on gifts, conflicts of interest, data and workplace behaviour. Customers, banks and employees then see different standards under the same brand. A single group code of conduct sets one baseline that every company, director and employee follows, while each company can add sector-specific rules on top.
It also makes other group policies easier to apply, from the delegation of authority matrix to HR policy harmonisation.
Legal anchors in India
A code of conduct is mostly a governance choice, but several laws shape what it must cover:
- Companies Act, 2013: Section 166 sets duties of directors, Section 177 requires a vigil mechanism for listed companies and certain other classes of companies, and Schedule IV is the code for independent directors
- SEBI (LODR) Regulations, 2015: listed entities must lay down a code of conduct for board members and senior management
- Prevention of Corruption Act, 1988 (as amended in 2018): a commercial organisation can be liable if a person associated with it bribes a public servant, unless it shows adequate procedures were in place
- Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013: an Internal Committee is required where there are 10 or more employees
- Digital Personal Data Protection Act, 2023: obligations on how personal data of customers and employees is handled
Confirm the current position of each law with your legal advisor before finalising the code.
Clauses every group code should contain
- Conflicts of interest, including related-party dealings between group companies
- Gifts, hospitality and anti-bribery rules with clear value limits and an approval route
- Fair dealing with customers, vendors and competitors
- Confidential information, data protection and acceptable use of IT systems
- Respectful workplace, equal opportunity and prevention of harassment
- Accurate books and records and cooperation with auditors
- Use of group brand, social media and public statements
- How to raise a concern and protection against retaliation
Keep the language simple and give short examples. A code that employees cannot understand will not change behaviour.
Rolling it out across group companies
Approve the code at the holding company board and then adopt it by board resolution in each subsidiary, so it is binding at every legal entity. Translate it into Hindi where staff need it, publish it on the intranet and websites, and ask every employee and director to give a yearly acknowledgement.
Train by role: sales teams need gifts and anti-bribery examples, finance needs records and approvals, and HR needs workplace conduct and data privacy. Link the reporting channel to the group whistleblower and vigil mechanism so concerns reach an independent reviewer.
Enforcement and review
Record every breach, the investigation and the outcome, and report trends to the board or audit committee. Apply consequences consistently across companies. Review the code every year, or sooner when laws, business lines or risks change, for example when a group enters government contracting or handles more personal data.
How ATTPL can help
ATTPL Legal can review a draft code against current laws, and ATTPL Consultancy can support policy rollout and training plans. To discuss group governance, contact ATTPL HOLDCO.
Frequently asked questions
Is a code of conduct mandatory for private companies?
There is no single general requirement for every private company, but listed entities must have one under SEBI LODR, and laws such as the POSH Act and the anti-corruption provisions make written policies and procedures important for all companies.
Can one code apply to all companies in a group?
Yes. The holding company can approve a group code and each subsidiary board can adopt it, adding sector-specific rules where needed.
How often should the code be updated?
Review it at least once a year and whenever laws, business activities or key risks change.
Sources and further reading
This article is general information, not legal advice. Legal requirements depend on the type and size of each company; consult qualified professionals before adopting policies.
