The board of directors and senior management of the Company, as the
context
may require or mean, shall subscribe to the following Code of
Conduct
adopted by the Board:
1. DEFINATION:
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1.1
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“Board” shall mean board of Saianand Commercial Ltd, as
the
context may require or mean.
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1.2
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“Company” shall mean Saianand Commercial Ltd as the
context may
require or mean.
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1.3
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“Code” shall mean this Code of Conduct.
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1.4
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“Senior Management” shall mean the employees or officers of
as the
context may require or mean, having designations of senior
manager
and above.
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1.5
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“Management” shall collectively mean the Board and Senior
Management.
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1.6
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“GAAP” shall mean generally accepted accounting principles
applicable to Indian companies in respect of financial
reports
prepared and presented as per applicable laws.
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2. INTRODUCTION
This code has been adopted by the company to comply with the
applicable rules of the stock exchanges where securities of
the
Company are listed.
The principal duty of the Board, along with the senior
Management,
is to ensure that the Company is well managed and recognize
that
their primary responsibility is to the shareholders of the
Company.
The board is entrusted with the responsibility of making
decisions
on several matters relating to the Company.
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3. MAINTENANCE OF ACCOUNTS AND RECORDS
Senior Management shall prepare and maintain true and fair
accounts
and records of affairs of the Company.
The accounts and records shall be maintained in accordance
with the
applicable accounting and financial reporting standards,
GAAP, laws
and regulations of the country in which the Company operates
its
business affairs.
Internal accounting and audit procedures shall fairly and
accurately
reflect all the business transactions and disposition of
assets of
the Company.
There shall be no willful omissions of any Company
transactions from
the books and records, no advance, income recognition, and
no hidden
bank account and funds.
Any willful material misrepresentation of and/or
misinformation on
the financial accounts and reports shall be regarded as a
violation
of this Code and apart from inviting appropriate civil or
criminal
action under the relevant laws as applicable.
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4. PROVIDE QUALITY PRODUCTS AND SERVICES
Management shall be committed to supply goods and services
of the
promised quality & standards, backed by after sales service
consistent with the requirements of the consumers.
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5. PROVIDE SAFETY AND HEALTHY WORKING ENVIRONMENT
Management shall strive provide a safe working environment
and
comply, in the conduct of the business affairs of the
Company, with
all regulations regarding the maintenance of the environment
of the
territory in which it operates.
Management will be committed to prevent wasteful use of
natural
resources and minimize any hazardous impact of the
development,
production, use and disposal of any of its products and
services on
the ecological environment.
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6. ENHANCE SHAREHOLDERS VALUE
Management shall be committed to provide good services to
the
shareholders and stakeholders and stakeholders of the
company to
enhance their value.
Management is committed to comply with applicable rules,
regulation
and laws that govern shareholders rights.
Board shall duly and fairly inform its shareholders all
relevant aspects of the Company’s business that are required
to be
disclosed in accordance with applicable rules and
regulations.
Management shall be responsible for the implementation
of and
compliance with this Code in his professional environment.
Failure
to adhere to the code could attract the consequences,
including
termination of employment, as applicable.
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7. PROFESSIONAL INTEGRITY, HONESTY AND ETHICAL CONDUCT
Senior management is expected to act in accordance with
the
highest standards of personal and professional integrity and
ethical
conduct while working on the Company’s premises at offsite
location
where the Company’s business is being conducted or at any
other
place where they are representing Company.
Honest conduct is conduct that is free from any fraud
or
deception. Ethical conduct is ethical handling of actual or
apparent
conflicts of interest between personal and professional
relationship.
Senior management shall ensure, at all times, the
integrity of
data or information furnished by him or her to the
Company.
Senior management Company shall promptly report to the
management any actual or possible violation of this code, or
an
event he or she becomes aware of that could affect business
or
reputation of his/her or any other Group Company.
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8. COMPLIANCES
Management shall comply with all the applicable laws
and
regulations, both in letter and in spirit in all the
territories in
which he or she operates.
If the ethical and professional standards set out in
the
applicable laws and regulations are below that of the code,
then the
standards of the code shall prevail.
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9. BRANDS AND INTELLECTUAL PROPERTY OF THE COMPANY
Manuals, codes and agreements of the Company shall
govern the
use of the Company name and trademarks owned by the
Company.
The use of the Company brand is permitted only by the
Board of
directors of the Company.
All documents, processes, manuals, literature, systems
etc. or
any other intellectual property developed or created by the
Management during the association of the Management with the
Company
are sole property and intellectual property rights of the
Company.
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10. LEGAL COMPLIANCES
The Officers shall comply with all applicable
government laws,
rules and regulations applicable to the Company.
The employees and directors shall acquire appropriate
knowledge
of the legal requirements relating to their duties to enable
themselves to recognize potential dangers. Violations of
applicable
governmental laws, rules and regulations may subject them to
individual criminal or 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.
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11. NON ALIGNMENT WITH POLITICAL PARTIES
The Company and its Officers shall be committed to and
support
a functioning democratic constitution and system with a
transparent
and fair electoral system in India.
The Company and its Officers shall nor support,
directly or
indirectly, any specific political party or candidate for
political
purposes.
The Company may contribute any amount or amounts,
directly or
indirectly, to any political party or for any political
purpose to
any other person as per the limit prescribed under the
Companies
Act, 1956
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12. EQUAL OPPORTUNITY
The Company shall provide equal opportunity to all its
employees and all qualified applicants for employment
without regard
to their race, caste, religion, color, ancestry, material
status,
sex, age, nationality, disability and veteran status.
Employees of the Company shall be treated with dignity
and in
accordance with the company policy to maintain a work
environment,
free from any harassment, whether physical, verbal or
psychonological.
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13. GIFTS AND DONATIONS
The Management shall neither receive nor offer or make,
directly or indirectly, any illegal payments, remunerations,
gifts,
donations or comparable benefits which are intended to or
perceived
to obtain business or uncompetitive favours for the conduct
of its
business.
However, the Management may accept and offer nominal
gifts,
which are customarily given and are of a commemorative
nature, for
special events provided the same shall be disclosed
appropriately to
the Board.
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14. COMPETITION
The Company strives to outperform its competition
fairly and
honestly. No Member shall take unfair advantages of any
information
or indulge in unfair practice for the benefit of the
Company.
Company shall not engage in activities, which generates
or
support the formation of monopolies, dominant market
positions,
cartels and similar unfair trade practices.
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15. CO OPERATION TO GROUP AND ASSOCIATES COMPANIES
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The Management shall cooperate with other group
companies and
associates companies by sharing physical, human and
management
resources as long as this does not adversely affect its
business
interests and shareholders’ value. In the procurement of
products
and services, the Company shall give preference to another
group
company or associate company as long as it can provide these
on
competitive terms relative to third parties.
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16. REPRESENTATION TO THE PUBLIC AND STAKEHOLDERS
The management honours the information requirements of
the
public and the stakeholders of the company.
In all its public appearance with respect to disclosing
Company
and business information to public constituencies such as
the media,
the financial community, employees and shareholders, only
specifically authorized directors and/or officer shall
represent the
company.
It will be the sole responsibility of these authorized
representatives to disclose information of the Company.
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17. CONCURRENT EMPLOYMENT
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The Management shall not, without the prior approval of
the
authorized officer of the Company, accept employment or a
position
of responsibility (such as a consultant or a director) with
any
other Company, nor provide “freelance” services to anyone.
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18. ASSIGNMENTS OUTSIDE THE COMPANY
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With the prior approval of the Board, the Management
may take
the position of office bearer of a professional body, give
talks at
programmes, be a part-time faculty at recognized degree or
diploma
programmes, and publish a book or a paper. It is expected
that the
Management does it in his own time and with his own
resources.
Further, such an association should not result in the
Management
divulging Company’s confidential and proprietary information
or
she/he neglecting his/her professional duties of the
company.
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19. CORPORATE OPPORTUNITY
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The shall not exploit for their own personal gain,
opportunities that are discovered through the use of Company
property, information or position, unless the opportunity is
disclosed fully in writing to the Company’s Board and the
Board
declines to pursue such opportunity.
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20. CONFIDENTIALITY
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The Management shall not disclose/reveal any
facts/figures/information/trade secrets or confidential
documents in
written/verbal form, obtained during the course of their
employment,
to any person(s)/authority/organization/authority/statutory
body
unless required by law and/or with specific written
permission of
the company.
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21. CONFLICT OF INTREST
A conflict of interest arises when personal interest
interferes
in any way with the interest of the company.
Management shall not engage in any business
relationship or
activity, which might detrimentally conflict with the
interest of
the Company or the group.
Notwithstanding that conflict of interest exist due to
any
historical reasons; adequate and full disclosure by the
interested
employees should be made to the Company’s management.
It is also incumbent upon every Employee to make a full
disclosure of any interest which the Employee or the
Employee’s
immediate family, which would include parents, spouse and
children,
may have in a company or firm which is a supplier, customer,
distributor or has other business dealings with the
company.
Every Employee who is required to make a disclosure as
mentioned above shall do so, in writing to his or her
immediate
superior, who shall forward the information along with
comments to
the person designated for this purpose by the Managing
Director, who
in turn will place it before the Board of
Directors/executive
committee appointed by the board and, upon a decision being
taken in
the matter, the Employee concerned will be required to take
necessary action as advised to resolve/avoid the
conflict.
If an Employee fails to make a disclosure as required
herein,
and the management of its own accord becomes aware of an
instance of
conflict of interest that ought to have been disclosed by
the
Employee. The management would take a serious view of the
matter and
consider suitable disciplinary action against the Employee
concerned.
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22. SALE AND PURCHASE OF SECURITIES OF THE COMPANY
Employees or their immediate family shall not derive
any
benefit or assist others to derive any benefit from the
access to
and possession of information about the Company or the
group, which
is not in the public domain and thus constitutes insider
information.
Employees shall not use or proliferate information
which is not
available to the investing public and which therefore
constitute
insider information for making or giving advice on
investment
decisions on the securities of the Company on which such
insider
information has been obtained.
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23. PROTECTING COMPANY’S PROPERTY
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The assets of the Company should not be misused but
employed
for the purpose of conducting the business for which they
are duly
authorized. These include tangible assets such as equipment
and
machinery, systems, facilities, materials, resources as well
as
intangible assets such as proprietary information,
relationship with
customers and suppliers, etc.
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24. CITIZENSHIP
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Senior management shall in his or her private life be
free to
pursue an active role in civic or political affairs as long
as it
does not adversely affect the business or interests of the
company
or the group and provided that the same have been
appropriately
disclosed by th employee or the officer and prior written
approval
of the Managing Director or CEO has been obtained. If person
belonging to Senior management cadre fails to make a
disclosure as
required herein, and the management of its own accord
becomes aware
of an instance of conflict of interest that ought to have
been
disclosed by the employee or the officer , in the management
would
take a serious view of the matter and consider suitable
disciplinary
action against the employee or the officer.
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25. POWER OF ATTORNEY
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All authorizations/powers of attorney, whether joint or
several, issued by the Company in favour of the Management
shall
stand revoked effective from the date of separation of the
Management from the services of the company, Even while
serving the
notice period, such Management will use these authorizations
when
must due discretion and sparingly. Upon such separation, the
Management shall immediately arrange to return all such
documents/authorizations, both originals and copies. If for
any
reason such person fails to return such information
/documents/data
etc. the Company will have a right to withhold his/her dues
from the
Company.
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