CODE OF BUSINESS CONDUCT AND ETHICS FOR DIRECTORS AND SENIOR MANAGEMENT
INTRODUCTION:
The Company is committed to conducting business in accordance with the highest standards of business ethics and complying with applicable laws, rules and regulations.
The Company believes that a good corporate governance structure would not only encourage value creation but also provide accountability and control systems commensurate with the risks involved.
APPLICABILITY:
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. Normally, this would comprise all members of management one level below the executive/whole-time directors.
The Company Secretary shall be the Compliance Officer for the purpose of this Code.
COMPLIANCE:
The Company is committed to comply with all applicable laws, rules, regulations and guidelines in every jurisdiction where it operates. Directors / Senior Management shall ensure due compliance with all applicable laws, rules and regulations and all applicable policies and procedures adopted by the Company, for every activity undertaken under their supervision and authority. Therefore the Directors / Senior Management should 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.
AVOIDANCE OF CONFLICT OF INTEREST:
All directors, senior management and employees must avoid situations in which their personal interest could conflict with the interest of the Company. This is an area in which it is impossible to provide comprehensive guidance but the guiding principle is that conflict, if any, or potential conflict must be disclosed to higher management for guidance and action as appropriate.
PROTECTION OF ASSETS:
Protecting the Company's assets is a key responsibility of every member of Senior Management. Care should be taken to ensure that assets are not misused, misappropriated, or sold or donated, without appropriate authorization.
PRIVACY & CONFIDENTIALITY:
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.
CORPORATE OPPORTUNITIES:
Except as may be approved by the Board of Directors or a Committee thereof, Directors / Senior Management are prohibited from:
- Taking for themselves personally, opportunities that belong to either the Company or are discovered through the use of Company’s property, information or position;
- Using the Company’s property, information, or position for personal gain;
- Competing with the Company.
INSIDER TRADING:
An employee of SURAT TRADE AND MERCANTILE LIMITED (formerly known as SURAT TEXTILE MILLS LIMITED) and his/her immediate family shall not derive any benefit or counsel, or assist others to derive any benefit, from access to and possession of information about the Company or its clients or suppliers that is not in public domain and, thus, constitutes unpublished, price-sensitive insider information.
An employee of SURAT TRADE AND MERCANTILE LIMITED (formerly known as SURAT TEXTILE MILLS LIMITED) shall not use or proliferate information that is not available to the investing public, and which therefore constitutes insider information, for making or giving advice on investment decisions about the securities of the Company, client or supplier on which such insider information has been obtained.
FAIR DEALING EQUAL OPPORTUNITIES:
Director/member of the Senior Management shall not take a discriminatory stance towards or give unfair advantage to the Company's employees, customers, suppliers, competitors through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair - dealing practice.
No discrimination shall be done on the basis of caste, religion, sex, nationality or disability of any kind towards any employees, customers, suppliers or any business partner.
WAIVERS:
Any waiver of any provision of this Code of Conduct for a director or senior management employee must be placed for approval before the Company’s Board of Directors who shall approve the same in writing if appropriate.
ANNUAL CERTIFICATION:
All Directors and Senior Management personnel shall confirm that they have received, read and understood the Code of Conduct, and agree to comply with the Code on an annual basis within 15 days of the close of the financial year of the Company. Such certification shall be in the form provided in the Annexure to this Code.
ANNEXURE
To
The Compliance Officer,
SURAT TRADE AND MERCANTILE LIMITED (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.
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