This Code of
Conduct for Board Members and Senior Management (the "Code") helps
to maintain the standards of business conduct for Shree Global Tradefin Limited
(the "Company"), and ensures compliance with legal
requirements. The purpose of the Code is to deter wrongdoing and promote
ethical conduct. The matters covered in this Code are of the utmost importance
to the Company, our shareholders and our business partners. Further, these are
essential so that we can conduct our business in accordance with our stated
values.
The Code is
applicable to the following persons, referred to as Officers:
- Our
Board Members,
- Our
Senior Management
- For this purpose, the term “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.
Ethical
Business conduct is critical to our business. Accordingly, Officers are
expected to read and understand this Code, uphold these standards in day-to-day
activities, and comply with: all applicable laws; rules and regulations and all
applicable policies and procedures adopted by the Company that govern the
conduct of its employees.
Nothing in
this Code, in any Company policies and procedures, or in other related
communications (verbal or written), creates or implies an employment contract
or term of employment.
All Board
Member/s and senior management personnel shall affirm compliance with the code
on an annual basis. The Annual Report of the company shall contain a
declaration to this effect signed by the CEO.
II. HONEST AND ETHICAL CONDUCT
We expect all
Officers to act in accordance with the highest standards of personal and professional
integrity, honesty and ethical conduct, while working on the Company's
premises, at offsite locations where the Company's business is being conducted,
at Company sponsored business and social events, or at any other place where
Officers are representing the Company.
We
consider honest conduct to be conduct that is free from fraud or deception. We
consider ethical conduct to be conduct conforming to the accepted professional
standards of conduct. Ethical conduct includes the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships. This is discussed in more detail in Section III below.
An Officer's
duty to the Company demands that he or she avoids and discloses actual and
apparent conflicts of interest. A conflict of interest exists where the
interests or benefits of one person or entity conflict with the interests or
benefits of the Company. Examples include:
A. Emplovment / Outside
employment. In consideration of employment with the Company, Officers are
expected to devote their full attention to the business interests of the
Company. Officers are prohibited from engaging in any activity that interferes
with their performance or responsibilities to the Company, or is otherwise in
conflict with or prejudicial to the Company. Our policies prohibit Officers
from accepting simultaneous employment with suppliers, customers, developers or
competitors of the Company, or from taking part in any activity that enhances
or supports a competitor's position. Additionally, Officers must disclose to
the Company's audit committee, any interest that they have that may conflict
with the business of the Company.
B. Outside directorships. It is conflict of interest to serve as a
director of any company that competes with the Company. Officers must first
obtain approval from the Company’s
audit committee before accepting a directorship.
C.
Business Interests. If an Officer
is considering investing in any customer, supplier, developer or competitor of
the Company, he or she must first take care to ensure that these investments do
not compromise on their responsibilities to the Company. Our policy requires
that Officers first obtain approval from the Company's audit committee before
making such an investment. Many factors should be considered in determining
whether a conflict exists, including the size and nature of the investment; the
Officer’s ability to influence the Company’s decisions; his or her access to confidential
information of the Company or of the other company; and the nature of the
relationship between the Company and the other company.
D. Related parties. As a general rule,
Officers should avoid conducting Company business with a relative, or with a
business in which a relative is associated in any significant role. Relatives
shall mean “relative” as defined in section 2(41) and section 6 read with
Schedule IA of the Companies Act, 1956.
E.
Payments or gifts from others. Under no
circumstances may Officers accept any offer, payment, promise to pay, or
authorization to pay any money, gift, or anything of value from 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, or opportunity for the commitment of any fraud.
Inexpensive gifts, infrequent business meals, celebratory events and
entertainment, provided that they are not excessive or create an appearance of
impropriety, do not violate this policy. Questions regarding whether a
particular payment or gift violates this policy are to be directed to HR
department. Gifts given by the Company to suppliers or customers, or received
from suppliers or customers, should be appropriate to the circumstances and
should never be of a kind that could create an appearance of impropriety. The
nature and cost must always be accurately recorded in the Company's books and
records
F. Corporate opportunities. Officers
may not exploit for their own personal gain, opportunities that are discovered
through the use of corporate property, information or position, unless the
opportunity is disclosed fully in writing to the Company's board of directors
and the board declines to pursue such opportunity.
G. Other situations. Because other
conflicts of interest may arise, it would be impractical to attempt to list all
possible situations. If a proposed transaction or situation raises any
questions or doubts, Officers must consult the Company's audit committee
Our policy is to provide full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to statutory bodies and in our other public communications. Accordingly, our Officers must ensure that they and others in the Company comply with our disclosure controls and procedures, and our internal controls for financial reporting.
Officers must comply with all
applicable' governmental laws, rules and regulations. Officers must acquire
appropriate knowledge of the legal requirements relating to their duties
sufficient to enable them to recognize potential dangers, and to know when to
seek advice from the finance department. Violations of applicable governmental
laws, rules and regulations may subject Officers to individual criminal or
civil liability, as well as to disciplinary action by the Company. Such
individual violations may also subject the Company to civil or criminal
liability or the loss of business.
Part of an Officer's
job, and of his or her ethical responsibility, is to help enforce this Code.
Officers should be alert to possible violations and report this to the HR
department or the finance department. Officers must cooperate in any internal
or external investigations of possible violations. Reprisal, threat,
retribution or retaliation against any person who has, in good faith, reported
a violation or a suspected violation oflaw, this Code or other Company
policies, or against any person who is assisting in any investigation or
process with respect to such a violation, is prohibited.
Actual violations of law, this Code, or other Company policies or
procedures, should be promptly reported to the HR department or the finance
department.
The Company will take appropriate action against any
Officer whose actions are found to violate the Code or any other policy of the
Company. Disciplinary actions may include immediate termination of employment
at the Company's sole discretion. Where the Company has suffered a loss, it may
pursue its remedies against the individuals or entities responsible. Where laws
have been violated, the Company will co-operate fully with the appropriate
authorities.
We are committed to continuously reviewing and updating our
policies and procedures. Therefore, this Code is subject to modification. Any
amendment or waiver of any provision of this Code must be approved in writing
by the Company's board of directors and promptly disclosed on the Company's
website and in applicable regulatory filings pursuant to applicable laws and
regulations, together with details about the nature of the amendment or waiver.
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nsider ethical conduct to be conduct
conforming to the accepted professional standards of conduct. Ethical conduct
includes the ethical handling of actual or apparent conflicts of interest
between personal and professional relationships. This is discussed in more
detail in Section III below. |
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