Code Of Conduct


The Company always endeavors to conduct business in an ethical manner and create a work environment which is conducive to its employees and its other stakeholders.
The Company believes that a good corporate governance structure would not only encourage value creation but also provide accountability and control systems to mitigate business risks involved.

The Code applies to the members of Board of Directors and members of Senior Management. The term “Senior Management” shall mean personnel of the Company who are members of its core management team excluding Board of Directors.

However, the provisions shall apply to Executive and Non-Executive Directors including independent Directors, only to such extent, as may be applicable depending on their respective roles and responsibilities.
The Company Secretary shall be the Compliance Officer for the purpose of this Code.

The Company is committed to comply with all applicable laws, rules, regulations and guidelines in every jurisdiction where it operates. It is, therefore, desirable that Directors / Management Personnel possess / acquire appropriate knowledge of the legal requirements relating to their roles and duties to enable them to be in compliance thereof and to recognize potential risks.
Directors / Management Personnel shall ensure due compliance for every activity undertaken under their supervision and authority.
Directors / Management Personnel shall extend full co-operation to regulatory authorities and disclose information as may be required.

(a) Conflict Situations : Any relationship, influence or activity that may impair the ability to make objective and fair decisions is to be avoided. The Company should as far as possible minimise conducting business transaction with any of the relatives of Directors / Senior Management Personnel. In case of unavoidable circumstances, subject to the requisite approval, the transaction may be conducted at an arm’s length basis.
(b) Disclosure of Interest : Any financial or other material interest by oneself or through relatives/organization in any contract with the Company (including vendors and customers) shall be disclosed at first opportunity.
(c) At the time of appointment as well as in case of change(s), Director should disclose their interest in any other entity in any capacity in the manner prescribed under Companies Act, 2013. Senior Management Personnel are also expected to inform about their interest, if any, in any other entity which the Company would be doing the business with. In such case(s), the Managing Director would review and take a final decision whether or not such transactions should be undertaken.
(d) Use of Company’s Resources/Assets/ Funds / Property / information : Assets of the Company including physical assets, funds, confidential information etc., are to be used responsibly solely for the benefit of the Company.

Directors and Senior Management Personnel shall comply with the Company’s Code of Fair Disclosure, Internal Procedures and Conduct for regulating, monitoring and reporting of Trading by Designated Persons (‘PIT Policy’). Any contravention of the Code will attract appropriate action under the PIT Policy.

The Company believes that protection of all confidential information is essential and is committed to protecting business and personal information of confidential nature obtained from clients, associates and employees.
Directors of the Company along with the persons of senior management shall maintain privacy and confidentiality of information entrusted by the Company or acquired during performance of their duties and shall not use it for personal gain or advantage. Directors / Management Personnel shall ensure that no confidential information is disclosed inadvertently or otherwise.
Confidential information shall be disclosed to persons, both internal and external, only on a ‘need to know’ basis and public disclosure shall be made with appropriate approval or as legally mandated.

The Directors and Senior Management Personnel shall report concerns about unethical behavior, actual or suspected instances of fraud, misconduct or irregularity or failure of internal control system, likely to impact the business interest of the Company or any other information that may be perceived to be violating any legal/regulatory requirements as per the Whistleblower Policy of the Company.

(a) Applicable to all Directors:
The Directors of the Company shall, in terms of Section 166 of the Companies Act, 2013:
(i) act in accordance with the Articles of Association of the Company.
(ii) act in good faith in order to promote the objects of the Company in the interest of all its stakeholders and for the protection of the environment.
(iii) exercise their duties with due and reasonable care, skill and judgement and also exercise their independent judgement.
(iv) not be involved in a situation in which they may have a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the Company.
(v) not achieve or attempt to achieve any undue gain or advantage either to himself or to his relatives, partners, or associates.
(vi) not assign his office and any assignment so made shall be void.
In addition to the above, from the good corporate governance perspective, Directors shall strive to attend all Board Meetings and General Meetings of the Company.
(b) Applicable to Independent Directors:
Additionally, the Independent Directors of the Company shall also ensure compliance with the Code for Independent Directors as specified in Schedule IV of the Companies Act, 2013, especially with regard to the duties of Independent Directors laid down therein.
Further the Directors and Senior Management of the Company are expected to:
(i) keep themselves well informed about the Company and the external environment in which it operates;
(ii) Comply with all the laws, rules and regulations and reporting the same in the applicable tool / systems established for the purpose.

The Board of Directors may amend this Code, as and when deemed fit. Any or all provisions of this Code would be subject to revision / amendment in accordance with the Rules, Regulations, Notifications etc. on the subject as may be issued by relevant statutory authorities, from time to time.
No waiver or suspension or modification of any or all requirements of this Policy, shall be valid unless approved by the Board and formally recorded with reasons for such action.

Every Director and Management Personnel of the Company will be required to certify compliance with the Code within 30 days of the close of the financial year of the Company. Such certification shall be in the form provided in Annexure I to this Code.


The Compliance Officer,
(Formerly known as Surat Textile Mills Limited).

Compliance Certificate

I ____________ , being a member of the Board of Directors / Senior Management of SURAT TRADE AND MERCANTILE LIMITED (formerly known as Surat Textile Mills Limited) (“the Company”) hereby acknowledge, confirm and certify that :
  • I have received, read and understood the Code of Business Conduct and Ethics for Directors and Senior Management of the Company;
  • I am bound by the said Code to the extent applicable to my functions as a member of the Board of Directors / Senior Management of the Company;
  • During the financial year _____________, I have complied with the provisions of the said Code;
  • I am not aware of nor am I a party to any non-compliance with the said Code.