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 Arvind Remedies 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 “Executive Director” shall be the Director on
the Board of Directors of the Company who is in whole-time
employment of the Company.
2.3
The term “Non-executive Director” shall mean Director
on the Board of Directors of the Company who is 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
All other expressions unless defined herein shall have the
same meaning as have been assigned to them under the SEBI
Act or Securities Contracts (Regulation) Act, 1956, or the
Companies Act, 1956 or any statutory modification or
re-enactment thereto, as the case may be.
2.6
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 all Executive and
Non-executive Directors and all the Mangers one level
below the Executive Director of the Company including any
person occupying the position of departmental head by
whatever name called (hereinafter referred to as “Senior
Management Personnel”).
3.2
The Executive 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:
1.
Shall act in utmost care, skill, diligence, good faith and
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.
2.
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 Executive and Non-Executive
Directors and (b) Chairman in case of Senior Management
Personnel for further directions in the matter.
3.
Shall avoid having any personal financial interest in
works or contract awarded by the Company.
4.
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 and Chairman as the case may be.
5.
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.
6.
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.
7.
Shall not derive benefit or assist others to derive
benefit by giving investment advice from the access to and
possession of information about the Company, not in public
domain and therefore constitute 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 Arvind
Remedies Limited.
8-
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.
9.
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
5.1
Company Secretary shall be the Compliance Officer for the
purpose of this code.
5.2 Each Board Member and Senior Management Personnel
shall be accountable for fully complying with this code.
5.3
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) Chairman in case of Senior
Management Personnel
5.4
Penalty for breach of this code by Senior Management
Personnel shall be determined by the Chairman. In case of
breach of this code by the Directors, the same shall be
examined by the Board.
5.5
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
Chairman 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. A proforma of Annual Compliance Report is
annexed to this Code as Appendix-II. 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 annexed to this Code (Appendix-III)
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
(Appendix-III) and an agreement to comply. New Directors
will sign such a deed (Appendix-III) at the time when
their directorship begins.
APPENDIX-I
Extract
of Section 6 of the Companies Act, 1956
Meaning
of “relative”
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.
Schedule
IA
List
of Relative
1. Father
2. Mother (including step-mother)
3. Son
(including step-son)
4. Son’s wife
5. Daughter
(including step-daughter)
6. Father’s father
7. Father’s
mother
8. Mother’s
mother
9. Mother’s
father
10. Son’s son
11. Son’s
son’s wife
12. Son’s daughter
13. Son’s
daughter’s husband
14. Daughter’s husband
15. Daughter’s
son
16. Daughter’s son’s wife
17. Daughter’s
daughter
18. Daughter’s daughter’s husband
19. Brother
(including step-brother)
20. Brother’s wife
21. Sister (including step sister)
22. Sister’s
husband
APPENDIX-II
Code
Of Conduct For Senior Management Personnel
Annual
Compliance Report*
I
_________________ do hereby solemnly affirm that to
the best of my knowledge and belief, I have fully complied
with the provisions of the code of conduct for senior
management personnel of Arvind Remedies Limited during the
financial year ending 31st March 200__.
Signature
: . . . . . .
. . . . . . . . . . . . . . . . . .
Name
: . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Designation
: . . . . . . . . . . . . . . . . . . . . . .
Date
: . . . . . .
. . . . . . . . . . . . . . . . . . . . . . .
Place:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
*
To be submitted by 30th April each year.
APPENDIX-III
Code
Of Conduct For Senior Management Personnel
ACKNOWLEDGEMENT
FORM
I
___________________ have received and read the Company’s
“CODE OF CONDUCT FOR SENIOR MANAGEMENT PERSONNEL
(“this Code”) of Arvind Remedies Limited. I have
understood the provisions and policies contained in this
Code and I agree to comply with this code.
Signature
:
Name
:.
Designation
:
Date
:
Place: