CODE OF CONDUCT FOR BOARD MEMBERS
- • This code of Conduct ("this Code") shall be called "The Code of Conduct for Board Members of S.S. Organics Limited (hereinafter referred to as "the Company").
- • This code has been framed specifically in compliance with the provisions of Clause 49 of the listing agreement entered into with stock exchanges.
- • The purpose of this code is to enhance further an ethical and transparent process in managing the affairs of the Company.
- • It has come in to force with effect from December 31st, 2012.
DEFINITIONS & INTERPRETATIONS
- • The term "Board Members" shall mean Directors on the Board of Directors of the Company.
- • 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.
- • 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.
- • The term "Relative" shall have the same meaning as defined in Section 6 of the Companies Act, 1956.
- • This code shall be applicable to the following persons:
a.All whole-time Directors including the Chairman of the Company
b.All part-time Directors
CONFLICTS OF INTEREST
The Directors should be scrupulous in avoiding 'conflicts of interest' with the Company. This is an area in which it is impossible to provide comprehensive guidance, but the guiding principle is that any event, activity or situation involving conflict or potential conflict of interest must be disclosed to the Board for guidance and appropriate action.
HONEST AND ETHICAL CONDUCT
The Directors shall act in accordance with the highest standards of personal and professional integrity, honesty and ethical conduct and use their powers of office, in good faith and in the best interests of the Company as a whole.
The Directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises and are expressly prohibited from improper use of information or property or, taking improper advantage of their position.
The Directors shall maintain the confidentiality of information of the Company or that of any customer, supplier or business associate of the Company to which the Company has a duty to maintain confidentiality, except when disclosure is authorized or legally mandated. The Confidential information includes all non-public information (including private, proprietary, and other) that might be of use to competitors or the disclosure of which might be harmful to the company or its Associates. The use of confidential information for his/ her own advantage or profit is also prohibited.
PROTECTION AND PROPER USE OF COMPANY'S ASSETS
The Directors should protect the company's assets and property. The company's assets should be used only for legitimate business purposes.
COMPLIANCE WITH LAWS, RULES AND REGULATIONS
The Directors shall endeavor to ensure compliance with all applicable laws, rules, and regulations applicable to the Company. Transactions, directly or indirectly, involving securities of the Company should not be undertaken without complying with the Code of Conduct for Prohibition of Insider Trading.
COMPLIANCE WITH CODE OF CONDUCT
All Directors shall adhere to this code of conduct and affirm compliance with the code on an annual basis, as per the requirements of Clause 49 of the Listing Agreement with the Stock Exchanges. Violation of this Code will lead to appropriate action.