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Code of Conduct

 

 

 

I. INTRODUCTION

  1. This Code of Conduct (“Code”) shall be called "The Code of Conduct for Board Members and Senior Management Personnel” of The Sandur Manganese & Iron Ores Limited (SMIORE) hereinafter referred to as “the Company”.

  2. This Code is prescribed to achieve the Aims & Objectives at enhancing ethical and transparent process in managing the affairs of the Company.

  3. The Company has certain principles, guidelines, code, discipline & rules, which govern the conduct of all permanent employees of the Company and those governed by the Standing Orders under the Industrial Employment (Standing Orders) Act, 1946. This Code for Board Members and Senior Management Personnel has now been framed specifically in compliance with the provisions of Clause 49 of the Listing Agreements entered into by the Company with the Stock Exchanges.

  4. This Code shall come into force with effect from 29 October 2005.

 

II. DEFINITIONS AND INTERPRETATION

In this Code, unless repugnant to the meaning or context thereof, the following expressions shall have the meaning given to them:

 

  1. “Board / Board of Directors” shall mean the Board of Directors of the Company.

  2. “Senior Management Personnel” shall mean employees of the Company who are members of its core management team excluding the Board of Directors and would comprise the Heads of Departments and all Executives in the grade of Addl. General Manager and above.

  3. “Relative” shall mean ‘relative’ as defined in Section 2(41) and Section 6 read with Schedule IA of the Companies Act, 1956. (Refer Appendix-I).

  4. “Conflict of Interest” means where the interests or benefits of one person or entity conflicts with the interests or benefits of the Company.
Words importing masculine shall include feminine and words importing singular shall include plural or vice versa.


III. APPLICABILITY

Code shall be applicable to the following persons:

  1. “Board / Board of Directors” as defined in Clause II.A of this Code.

  2. “Senior Management Personnel” as defined in Clause II.B of this Code.

  3. Such other persons as may be specified by the Board from time to time.


IV. REQUIREMENTS

Board of Directors and Senior Management Personnel shall act within the authority conferred upon them, keeping the best interests of the Company in view:

  1. A. Shall act with utmost care, skill, diligence and integrity.

  2. Shall act in utmost good faith and fulfill the fiduciary obligations without allowing their independence of judgment to be compromised.

  3. Shall not involve in taking any decision on a subject matter in which, a conflict of interest arises or which in his opinion is likely to arise.

  4. Shall make disclosures to the Board / Management relating to all material financial and commercial transactions, if any, where they have personal interest, that may have a potential conflict with the interest of the company at large.

  5. Shall not, in his official capacity, enter into business with (a) a relative or (b) a Private Limited Company in which he or his relative is a Member or a Director (c) a Public Limited Company in which he or his relative holds 2% or more paid-up share capital and (d) with a firm in which the relative is a partner, except with the prior approval of the Board / Management unless otherwise permitted by law.

  6. Shall avoid having any personal and / or financial interest in any business dealings concerning the Company.

  7. Shall avoid any dealing with a Contractor or Supplier that compromises the ability to transact business on a professional, impartial and competitive basis or that may influence discretionary decision to be made by the Board of Directors / Senior Management Personnel / Company.

  8. Shall not hold any position or job or engage in outside business or other interest that is prejudicial to the interests of the Company.

  9. Shall not exploit for their own personal gain, opportunities that are discovered through use of corporate property, information or position, unless the opportunity is disclosed fully in writing to the Board / Management of the Company and the Company declines to pursue such opportunity and allow him to avail such opportunity.

  10. Shall not seek or accept, directly or indirectly any gift from anyone, having business dealings with the Company that compromises the ability to transact business on a professional, impartial and competitive basis or that may influence discretionary decision to be made by the Board of Directors / Senior Management Personnel / Company.

  11. Shall not make any statement, which has the effect of adverse criticism of any policy or action of the Government or the Company or which is capable of embarrassing the relations between the Company and the public including all the shareholders, financial institutions and banks. Provided that nothing in this clause shall apply to any statement made or views expressed by a Board Member / Senior Management Personnel, which are purely factual in nature and are not considered as confidential, in his official capacity or in due performance of the duties assigned to him.

  12. Shall not commit any offence involving moral turpitude.


V. COMPLIANCE OF LAW


The Board Members and Senior Management Personnel shall comply with all laws, rules and regulations relating to the business of the Company.


VI. OTHER DIRECTORSHIPS

  1. Board of Directors shall, in compliance with the applicable provisions of the Companies Act, 1956, disclose their interest, directorships, membership in committees of other companies.

  2. Unless specifically permitted by the Management, Senior Management Personnel shall not serve as Director of any other Company or as Partner of a Firm that is engaged in a business competing with the Company or with which the Company has business relations. Senior Management Personnel shall obtain prior approval of the Chairman & Managing Director of the Company for accepting Directorship of any other company or partnership of a firm. The Senior Management Personnel shall not accept any appointment or post, whether advisory or administrative, in any company or firm, whether Indian or Foreign, having competitive nature of business (other than (i) Joint Venture Companies with management control vested in SMIORE and (ii) Subsidiary Companies of SMIORE) or with which the Company has or had business relations, within two years from the date of cessation of service of the Company unless approved by the Chairman & Managing Director.


VII. PREVENTION OF INSIDER TRADING


The Board of Directors and Senior Management Personnel shall comply with the Code of Internal Procedures and conduct for prevention of Insider Trading in dealing with securities of the Company.


VIII. RELATED PARTY DISCLOSURES

  1. Board of Directors shall make disclosure of related party transactions to the Board in the format provided under Accounting Standard 18 (AS-18) (Appendix II) issued by the Institute of Chartered Accountants of India (ICAI) and / or any modification or recodification thereof.

  2. The Senior Management Personnel shall make disclosure of related party transactions to the Chairman & Managing Director in the format provided under Accounting Standard 18 (AS-18) (Appendix II) issued by the Institute of Chartered Accountants of India (ICAI) and/or any modification or recodification thereof.


IX. CONFIDENTIALITY OF INFORMATION


Any information concerning the Company’s business, its customers, suppliers, etc. to which the Board of Directors and / or Senior Management Personnel have access to or which are in their possession, must be considered confidential and held in confidence. Board of Directors and / or Senior Management Personnel shall not provide any information either formally or informally, to the press or any other media, unless specifically authorized. Provided that Senior Management Personnel shall in consultation / under intimation to the Chairman & Managing Director of the Company be free to disclose such information, which is:

  1. part of the public domain at the time of disclosure; or

  2. authorized or required to be disclosed pursuant to a decision of the Board or any of its Sub-Committees; or

  3. required to be disclosed in accordance with applicable laws, rules, regulations, guidelines, or directions from the Government or its authorities

X. PROTECTION OF ASSETS

Board of Directors and the Senior Management Personnel shall protect the Company’s assets including physical assets, information and intellectual rights and shall not use the same for personal gain.


XI. AMENDMENTS TO THE CODE


The provisions of this Code can be amended / modified by the Board of Directors of the Company from time to time and all such amendments / modifications shall take effect from the date stated therein.


XII. ANNUAL COMPLIANCE REPORTING

  1. Pursuant to the provisions of Clause 49 of the Listing Agreements entered by the Company with the Stock Exchanges, Board of Directors and the Senior Management Personnel shall affirm compliance of this Code within 30 days of close of every financial year. The Annual Report of the company shall contain a declaration to this effect signed by the Chairman & Managing Director. Annual Compliance Report shall be as per proforma in Appendix-III. The Annual Compliance Report shall be forwarded to the Chairman & Managing Director. If any Senior Management Personnel ceases to be in the employment of the Company any time during a financial year, he shall send a communication to Chairman & Managing Director affirming compliance of the Code till the date of his association with SMIORE.

  2. The Chairman & Managing Director of the Company and the Whole Time Finance Director or any other person heading the finance function, shall certify to the Board that there are, to the best of their knowledge and belief, no transactions entered into by the Company during the year are fraudulent, illegal or in violation of this Code.


XIII. ENFORCEMENT OF THE CODE


All the Board of Directors and Senior Management Personnel shall be accountable for fully complying with this Code.


XIV. CONSEQUENCES OF NON-COMPLIANCE OF THE CODE


In case of breach of this Code by the Board of Directors and Senior Management Personnel, the same shall be dealt with in accordance with the Rules of the Company.


XV. ACKNOWLEDGEMENT OF RECEIPT OF THE CODE


All the Board of Directors and Senior Management Personnel shall acknowledge receipt of this Code or any modification(s) thereto, in the acknowledgement form as at Appendix-IV and forward the same to the Chairman & Managing Director indicating that they have received, read, understood and agreed to comply with this code.

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