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Code
of conduct for Board members and senior management personnel
1.0.Introduction
1.1 This code of Conduct (“this Code”) shall be called "The Code of
Conduct for Board Members and Senior Management Personnel” of Shree Rama
Multi-Tech Limited (hereinafter referred to as “the Company”).
1.2 The subject code has been framed
specifically in compliance with the provisions of clause 49 of the listing
agreement with stock exchanges.
1.3 The purpose of this code is to enhance
further an ethical and transparent process in managing the affairs of the
Company.
1.4 It shall come into force with effect from
1st day of January, 2006.
2. Definitions & Interpretations:
2.1 The term "Board Members" shall
mean Directors on the Board of Directors of the Company.
2.2 The term “Whole-time Director” shall be
the Directors on the Board of Directors of the Company who are in
whole-time employment of the Company.
2.3 The term “Part-time Director” shall mean Directors on the Board of
Directors of the Company who are not in whole time employment of the
Company.
2.4 The term “Relative” shall have the same
meaning as defined in Section 6 of the Companies Act, 1956. (Refer
Appendix-I)
2.5 In this code words importing the
masculine shall include feminine and words importing singular shall include
the plural or vice versa.
3. Applicability:
3.1 This code shall be applicable to the
following persons:
a) All whole-time Directors of the Company by
whatever name called.
b) All part-time Directors.
c) “Senior Management” shall mean personnel
of the Company who are members of its core management team excluding Board
of Directors. Normally, this would comprise all members of management one
level below the executive directors, including all functional heads.
3.2 The whole-time Directors and Senior
Management Personnel should continue to comply with other applicable/ to be
applicable policies, rules and procedures of the Company.
4.0 Key Requirements
The Board Members and Senior Management
Personnel must act within the authority conferred upon them and in the best
interests of the company and observe the following code of conduct:
- Shall act in accordance with the highest
standard of honesty, integrity, fairness and ethical conduct while working
for the Company as well representing the Company without allowing their
independent judgment to be subordinated and fulfill the fiduciary
obligations.
- Shall not involve themselves in making any
decision on a subject matter in which a conflict of interest arises or
could arise, between the personal interest and the interest of the Company.
In the event of apprehending of such conflict of interest, the relevant
facts shall be disclosed in writing explaining the circumstances that
create or could create the conflicts of interest to: (a) Board of Directors
in case of Directors (whole-time & part-time) and (b) Managing Director
in case of Senior Management Personnel for further directions in the
matter.
- Shall avoid conducting business of the Company with a relative or with
private Company in which he himself or his relative is a member or a public
limited company in which he himself or his relative holds 2% or more shares
or voting right or with a firm in which he himself or his relative is a partner.
- Shall avoid having any personal financial
interest in works or contract awarded by the Company.
- Shall avoid any relationship with a
contractor or supplier that could compromise the ability to transact
business on a professional, impartial and competitive basis or influence
decision to be made by the Company.
- Shall not hold any positions or jobs or
engage in outside businesses or other interests that adversely affect the
performance of duties of the Company. Whole-time Directors and Senior
Management Personnel are expected to devote their full attention to the
business interest of the Company.
- Shall not exploit for their own personal
gain, opportunities that are discovered through company’s business,
information or position, unless the opportunity is disclosed fully in
writing to the Company’s Board of Directors.
- Shall not seek or accept or offer directly
or indirectly any gifts, donations, remuneration, hospitability, illegal
payments, favour in whatsoever form howsoever described by the customers,
vendors, consultants, etc., that is perceived as intended, directly or
indirectly, to influence any business decision, any act or failure to act,
any commitment of fraud, opportunity for committing any fraud.
- Shall comply with all applicable laws,
rules and regulations and any violation thereon may make them personally
liable. Directors and Senior Management Personnel may be subjected to
disciplinary action by the Company for violation of provisions of law.
- Shall not serve as a Director of any other
Company or as a partner of a firm that competes with the Company. Whole
Time Directors and Senior Management Personnel shall obtain approval of the
Board of Directors prior to accepting Directorship of any other Company or
partnership of a firm.
- Shall not derive benefit or assist others
to derive benefit by giving investment advice based from the access to and
possession of information about the Company, not in public domain and
insider information. The Board Members and Senior Management Personnel
shall make timely disclosures of (i) trading in the shares of the Company,
(ii) transactions having personal interest and (iii) related party
transactions that are required to be made under laws, rules &
regulations and Code for prevention of Insider Trading in the Securities of
Shree Rama Multi-Tech Limited.
- Any information concerning the Company’s
business, its customers, suppliers, etc, which is not in the public domain
and to which the Board Members and Senior Management Personnel has access
or possesses such information, must be considered confidential and held in
confidence, unless authorized to do so and when disclosure is required as a
matter of law. No Board Members and Senior Management Personnel shall
provide any information either formally or informally, to the press or any
other publicity media, unless specifically authorized.
- Shall protect the Company’s assets, labour and information and may not
use these for personal use, unless authorized to do so.
5.0 Enforcement of Code of Conduct
i) Company Secretary shall be the Compliance Officer for the purpose of
this code.
ii) Each Board Member and Senior Management Personnel shall be accountable
for fully complying with this code.
iii) Compliance Officer shall report breach of this code, if any, which
comes to his notice to the: (a) Board in case of all Board members and (b)
Managing Director in case of Senior Management Personnel
iv) Penalty for breach of this code by Senior Management Personnel shall be
determined by the Board of directors. In case of breach of this code by the
Whole-time Directors and/or Part-time Directors, the same shall be examined
by the Board.
v) Penalty may include serious disciplinary action, removal from office and
dismissal as well as other remedies, including recommendations for any of
the above penalty, to the extent permitted by law and as considered
appropriate under the circumstances.
6.0 Waiver and Amendments of the code
6.1 No waiver of any of the provisions of this code shall be valid unless,
the Board of Directors of the Company approves such waiver in case of Board
members and by Managing Director in case of Senior Management Personnel
6.2 The provisions of this code can be amended by the Board of Directors of
the Company from time to time.
7.0 Insertion of the code in website
As required by clause 49 of the listing agreement this code and any
amendments thereto shall be posted on the website of the Company.
8.0 Affirmation of compliance of the code
It terms of clause 49 of the listing agreement all Board members and
Senior Management Personnel shall within 30 days of close of every
financial year affirm compliance with the Code. The Annual Compliance
Report shall be forwarded to the Compliance Officer of the Company.
9.0 Acknowledgement of receipt of the code
All Board Members and Senior Management Personnel shall acknowledge the
receipt of this code in the acknowledgement form indicating that they have
received, read and understood, and agreed to comply with the code and send
the same to the Compliance Officer. Upon revision of this code, the Board
Members and Senior Management Personnel shall acknowledge and execute an
understanding of the Code and an agreement to comply. New Directors will
sign such a deed at the time when their directorship begins.
Extract of Section 6 of the Companies Act, 1956
Meaning of “relative”
6. A person shall be deemed to be a relative of another if, and only if,-
(a) they are members of a Hindu undivided family; or
(b) they are husband and wife; or
(c) the one is related to the other in the manner indicated in Schedule IA.
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