CODE OF CONDUCT FOR BOARD OF DIRECTORS
AND DESIGNATED EMPLOYEES
This Code of Conduct (CODE) for the Board of Directors and the Designated Employees of Aseem Global Limited (COMPANY) is being updated to ensure that the business of the Company is conducted with the highest standards of ethics and values in accordance with the applicable laws, regulations and rules.
This CODE is being adopted by the Company to comply with the applicable rules & regulations of the Listing Agreement with the Stock Exchanges with whom the Securities of the Company are listed.
This CODE shall come into effect from 25th May, 2013 and all the Board of Directors & Designated Employees shall sign and acknowledge the acceptance of the CODE as per the format Annexed. The said acceptance shall form part of the Board records and the Board of Directors & Designated Employees shall hereinafter, on an annual basis sign the acknowledgement indicating their continued commitment to the CODE.
- Board of Directors means Director of the Company whether executive or non- executive,
- Designated Employee of the Company is member of the Core Management Team excluding the Board of Directors and would comprise of all Heads, of Various Divisions, which are considered as profit Centers, and include but not limited to, every Executive Secretary/Executive Assistant to every employee at the managerial level & above, every employee in the finance department, accounts department, internal audit department and legal & secretarial department and such other employees as may be specified by the Compliance Officer to be a designated employee, keeping in mind the objective of this code of conduct.
- Price Sensitive Information (PSI) includes any information which relates directly or indirectly to the Company and which if published is likely to materially affect the price of Securities of the Company:
- periodical financial results of the Company;
- intended declaration of dividends (both interim and final);
- issue of securities or buy-back of securities;
- any major expansion plans or execution of new projects;
- amalgamations, mergers or takeovers;
- disposal of the whole or substantial part of the undertaking;
- any significant changes in policies, plans or operations of the Company.
- “Securities” includes:
- shares, scrip, bonds, debentures, debenture stock or other marketable securities of like nature;
- puts, calls or any other option on the Company’s securities even though they are not issued by the Company;
- future, derivatives an hybrid and;
- such other instruments as may declared to be such by the Compliance Officer from time to time
- The Company Secretary shall be the Compliance Officer for the purposes of this code. The Compliance officer shall report to the Board of Directors.
CODE OF CONDUCT:
The Board of Directors and Designated Employees shall act within the authority conferred on them, keeping the best of interests of the Company. The CODE OF CONDUCT of the Company will be as under:
- Honest and Ethical Conduct:
All Directors and senior management personnel shall in relation to the business of the Company act in accordance with the highest standards of personal and professional integrity, honesty and ethical conduct.
- Conflicts of Interest:
The Directors and senior management personnel should be scrupulous in avoiding conflicts of interest with the Company. In case there is likely to be a conflict of interest, in the case of a senior management personnel he/she should make full disclosure of all facts and circumstances thereof to the Managing Director and a prior written approval should
be obtained. In case there is likely to be a conflict of interest in the case of Managing Director, he should make full disclosure of all facts and circumstances to the Chairman of the Board. The Chairman and any Director of the Board in like circumstances should make full disclosures to the Board.
The Director and senior management shall maintain the confidentiality of confidential information of the Company or that of any customer, supplier or business associate of the Company to which Company has a duty to maintain confidentiality, except when disclosure is authorised or legally mandated. They shall preserve Price Sensitive Information (PSI) includes any information which relates directly or indirectly to the Company and which if published is likely to materially affect the price of the securities of the Company and no Board of Directors and Designated Employees shall:
- pass on PSI to any person directly or indirectly by way of making a recommendation for the purchase or sale of securities, or
- disclose PSI to family members, business acquaintances, friends or any other individual, or
- discuss PSI in public places where others might overhear, or
- disclose PSI to any employee who does not need to know the information to do his or her job, or
- recommend to anyone that they buy or sell the Company securities while being in possession, control or knowledge of PSI, or
- give others the perception that he/she is trading on the basis of unpublished PSI.
- Corporate Opportunities:
The Directors and Senior Management are prohibited from:
1. Taking for themselves personally, opportunities that are discovered through the use of Company’s property, information or position.
2. Competing directly with the business of the Company or its proposed diversification plans.
- Compliance with Code of Conduct:
Each Director and senior management personnel shall adhere to this code of conduct and affirm compliance with the code as of 31st December, 2009 and thereafter on an annual basis. Violation of
this Code will lead to appropriate action.
- Placement of the Code of Conduct on website:
The code shall be reviewed continuously and any amendment to the provisions of this code must be approved by the Board and promptly disclosed on the Company’s website and in applicable regulatory filings pursuant to applicable laws and regulations together with details about the nature of amendment.
- Authority for issue of Code of Conduct
The Board of Directors has approved this code of conduct. This document will be continuously reviewed and updated by the Board and therefore is subject to modifications. Such modifications shall be placed in a Board Meeting and the approval of the majority of Directors present at the meeting shall be obtained and communicated in writing to all the Senior Management personnel. Further, any waiver of the provisions of this code shall be approved by the Board of Directors of the Company. The Board of Directors of the Company will handle any question or interpretation under
- Compliance with Laws, Rules and Regulations:
The Directors and senior management shall endeavor 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
Code of Conduct for Prohibition of Insider Trading. If any Directors & Designated Employee resigns during a financial year, he/she shall send a communication to the Compliance Officer affirming compliance of the Code till his/her date of association with the Company.
- Letter of acceptance:
All Directors & Designated Employee shall give their acceptance to this code as per format attached herewith.