1. PURPOSE
The purpose of this Anti-Trust Policy is to ensure that Apex Instruments Company Private Limited (Apex) and its employees comply with anti-trust laws and regulations, and to provide guidance on how to prevent anti-competitive behavior. This policy aims to maintain fair, healthy, and dynamic competition among all competitors.
2. SCOPE
This policy has been developed in accordance with the provisions of The Competition Act, 2002 and its rules to ensure that Apex maintains a safe, secure, and conducive working environment that fosters free and unrestricted competition. The policy aims to promote and sustain competition in markets by guiding employees to understand the issues that may arise in violation of anti-trust and competition laws. The policy's main objective is to protect free and unrestricted competition between all competitors and prevent anti-competitive agreements and the abuse of dominant power.
3. APPLICABILITY
This policy applies to all members of Apex Instruments Company Private Limited, including employees, directors, officers, and anyone else associated with Apex, either temporarily or permanently, working in all branches throughout India (collectively referred to as ‘members’).
4. DEFINITION AND INTERPRETATIONS
4.1. Cartel: it includes an association of producers, sellers, distributors, traders or service providers makes a limit, control or attempt to control the production, distribution, sale or price of trade in product and services by an agreement between themselves.
4.2. Price: It is a valuable consideration in relation to sell of any products or performance of any services directly or indirectly including any other considerations which is related to sell of any products or performance of any services.
4.3. Service: It includes services of any descriptions which is made available to potential users and includes the provisions of services in relation with business of any industrial matters and advertising.
5. CONCEPT OF ANTI-TRUST LAWS
5.1. Anti-trust laws are based on several underlying concepts, including-
5.1.1. Prohibition of anti-competitive agreements and related practices;
5.1.2. Prohibition of abuse of a dominant position or substantial market power;
5.1.3. Prohibition of abuse of a dominant position or substantial market power.
5.2. Anti- competitive agreements- For the purpose of anti-trust law, the term 'Agreement' includes all collusive arrangements, understandings, and negotiations, verbal or written, formal or informal, entered into between two or more competitors. Anti-trust laws prohibit and restrict such arrangements and agreements between competitors, where the object or reasoning is to restrict competition.
5.3. It is therefore crucial for all employees and employers to be cautious when meeting or entering into arrangements or agreements with competitors, even informally. Employees must ensure that the purpose of such meetings or agreements does not, under any circumstances, violate anti-trust laws.
6. ROLES AND RESPONSIBILITIES
6.1. Role and responsibilities of members-
6.1.1. As members of Apex, individuals must not engage in any of the following activities:
· Price Fixing: Members must not enter into an agreement related to price fixing, which includes setting specific prices, discounts, rebates, or credit terms, or any pricing method for products or services.
· Market Sharing: Members must not engage in any market sharing or market division agreements. Such agreements are illegal under anti-trust laws, as individuals cannot divide customers in a competitive market.
· Boycotts: Members must not enter into an agreement with competitors to boycott the sale or purchase of any product or service from a particular customer or supplier.
· Coordinated Tenders: Members must not coordinate tenders with their competitors. Each competitor must bid independently of the others.
· Sharing of Confidential Information: Members must not share or exchange any confidential or commercially sensitive information regarding pricing, credits, discounts, terms of sale, capacity, production forecasts, current trading conditions, commercial strategies, or the identity of Apex.
· Limiting Supply: Members must not control or limit the supply of any product or service.
· Fixing Other Terms: Members must not fix any other terms of sale or purchase of any product or service.
· Joint Sales or Distribution: Members must not enter into an agreement with competitors to sell or distribute any product or service jointly.
6.1.2. All members of Apex must adhere to the following guidelines:-
· Avoid Contact with Competitors: Unless there is a legitimate reason, members must avoid contacting competitors.
· Maintain Meeting Records: Members must keep records of the purposes of any
meetings with competitors.
· Avoid Discussing Confidential Information: Members must avoid discussing any confidential information or business secrets with competitors.
· Report Suspected Anti-Trust Law Violations: If a competitor starts discussing a topic that may attract anti-trust laws, the member must terminate the conversation, keep an accurate record of what was said, and inform the Legal and Compliance team of Apex.
· Competitors are not Legitimate Sources of Competitive Intelligence: Members must remember that competitors are not legitimate sources of competitive intelligence.
· Maintain Apex's Independence: Members must maintain Apex's independence of judgment in pricing, marketing, and selling of any product and avoid any action that could imply coordination with competitors.
· Read and Comply with Policies: Members must read, understand, and comply with the policies laid down by Apex.
· Participate in Training: Members must participate in all training provided by Apex.
· Report Violations: Members must notify the Compliance Officer or make a disclosure if they suspect or believe that an action in conflict with this Policy has occurred, may occur in the future, or has been solicited by any person. All reports and disclosures must be made in writing, and members must provide any additional information and/or detail requested.
· Disciplinary Action: Any member in breach of this Policy will face strict disciplinary action, which could result in dismissal for gross misconduct. Apex reserves the right to terminate any contractual relationship with such members in case of a breach under this Policy.
7. BREACH OF ANTI-TRUST LAW
It is important to understand that any breach or infringement of the Anti-Trust Laws can have severe consequences for Apex and its members, including-
7.1. Reputation: A breach of Anti-trust laws can damage Apex's reputation in the market and erode the trust of customers and consumers. Therefore, strict disciplinary action will be taken against any member involved in an infringement of Anti-trust Laws.
7.2. Criminal Risk: Infringement of Anti-trust Policy is a criminal offense for individual employees. Any member found to be involved in illegal anti-competitive activity may face punishment including imprisonment, fines, or both.
8. REPORTING VIOLATIONS
8.1. Any member who becomes aware of any instance or information suggesting a violation of this Policy has occurred or is about to occur is required to report it in writing to the Compliance Officer at Kolkata Main Office.
8.2. Apex does not tolerate retaliation against any person who raises a concern in good faith, and no employees, directors, officers, or other people working with Apex will face demotion, penalty, or other adverse consequences for reporting possible wrongdoing, even if the concern is found to be mistaken.
8.3. The Compliance Officer and management will investigate all reports of violations under this policy made before the Compliance Officer, and take appropriate action.
9. INVESTIGATION PROCESS
9.1. If a concern or report is filed against a member of Apex, the company shall send a copy of the concern or report to the accused member(s) within 7 days of receipt. The accused member(s) shall have 10 days to provide a reply along with supporting documents and details of witnesses, if any.
9.2. Apex will undertake necessary steps to investigate and address the concern or report within 60 days of receipt.
10. CONSEQUENCES FOR VIOLATIONS
The disciplinary action taken against an offender will be commensurate with the nature and gravity of the
offense, and may include, but not be limited to-
10.1. An opportunity of being heard- Opportunity for the accused to be heard and provide a defense, as required by law; and
10.2. Cost- Cost recovery for damages caused by the violation, as deemed appropriate by Apex; and/or
10.3. Suspension- Suspension of employment for a period determined by Apex.; and/or
10.4. Dismissal- Termination of employment, without possibility of future employment with Apex, in the case of serious or repeated violations. Apex reserves the right to take legal action against the offender as it deems appropriate.
11. MISCELLANEOUS
The disciplinary action that may commensurate with the nature and gravity of the offence, shall include, but not be limited to:-
· Warning
· Written apology from offender
· Debarring from supervisory duties
· Denial of employee benefits like increments/promotion/salary correction, etc.
· Cancellation of specific work assignments
· Suspension
· Dismissal
12. NON- WAIVER OF STATUTORY RIGHTS
Nothing contained in this policy shall prejudice any right of Apex to seek any legal remedy under applicable law in relation to the breach committed. Non-compliance with this Policy may result in criminal or civil penalties which will vary according to the offence. Acting in contravention to this Policy will also face disciplinary action up to and including dismissal.
13. DISPLAY OF THIS POLICY
13.1. Apex shall display this Policy on the Apex website as well as display the same conspicuously on the notice boards of each of its offices in English.
13.2. Each employee shall view and confirm to these policies upon joining and/or upon the same being enforced by Apex.