CODE OF CONDUCT FOR DIRECTORS AND EMPLOYEES OF THE COMPANY
Pursuant to the amendment in Clause 49 of the Listing Agreement (Ref. SEBI Circular No. SEBI/CFD/DIL/CG/1/2004/12/10 Dt. 29/10/2004) the Board is required to lay down Code of Conduct for the Board of Directors and employees of the Company. This code shall be applicable to all the Executive Directors and Employees of the company.
Samrat Pharmachem is committed to conducting its business in accordance with applicable laws, rules, regulations and with highest standards of Corporate Governance and Business Ethics. This code is intended to provide guidance and help in recognizing and dealing with ethical issues, provide mechanism to report unethical conduct, and help foster a culture of honesty and accountability. Each Director and employee is expected to comply with the letter and spirit of this code.
The Directors and employees of the company must not only comply with the applicable laws, rules and regulations but should also promote honest and ethical conduct of the business. They must abide by policies and procedures that govern the conduct of the company’s business. Their responsibilities include helping to create and maintain culture of high ethical standards and commitment to compliance, and to bring any anti-company activities to the attention of the management (whistle blower).
This code of conduct does not attempt to describe all potential problems areas that could develop, but some of the more common problems are described below.
Conflict of interest
A conflict of interest can arise :
- When a Director or a employee of the company takes action or has interests that may make it difficult to perform his/her work objectively, efficiently and effectively.
- The receipt of improper personal benefits by a Director or employee of his/her family/relatives as a result of one’s position in the company.
- Any outside business activities that affects/detracts an individual’s ability to devote appropriate time and attention to his/her responsibilities to the company.
- Any significant ownership interest in any supplier, customer, development partner or competitor of the company or in a company/proprietary firm/partnership firm whether directly or indirectly through family members/relatives promoted to carry on activities which are core business activities of Samrat Pharmachem viz. trading, importing, exporting and manufacturing in iodine and iodine salts.
- The receipt of gifts or excessive entertainment from any person/company with which the company has any past, present or future business dealings.
- Any consulting or employment relationship with any supplier, customer, business associates or competitor of the company.
General Business Policies and Ethics
- The Directors and employees of the company shall not allow personal interest to conflict with the interest of the Samrat Pharmachem.
- The Directors and employees recognize that their primary responsibility is to Samrat Pharmachem’s shareholders as a whole and secondary responsibility is to all the stakeholders of Samrat Pharmachem.
- The Directors and employees shall not engage in conduct likely to bring discredit upon Samrat Pharmachem.
- The Directors and employees shall take due care and diligence in performing their duties and in exercising their powers attached to their work.
- The Directors and employees shall act honestly and use their powers in good faith and in the best interests of the Samrat Pharmachem.
- The Directors and employees shall not make improper use of information nor take undue advantage of their positions.
- The Directors and employees shall be independent in judgement and actions and shall take all reasonable steps to be satisfied as to the soundness of all decisions taken by the Board of Directors.
- he Directors and employees shall ensure the confidentiality of information they receive while in power and is only disclosed when statutorily required.
- The Directors shall not participate in or vote on any discussion in Board Meetings on resolution or matter relating to his affairs or to the affairs of another company in which he/she or his/her family members/relative is a Director, major shareholder, proprietor or a partner.
- The Directors shall attend every meeting of the Board of Directors and Committees and shall not absent himself from three consecutive meetings without obtaining leave of absence for valid reason in writing.
- The Directors and employees of the company shall follow all nationally and internationally accepted best accounting standards and policies.
- The Directors and employees of the company shall promote the business interest of the company for growth, development, health/safety/welfare of all the employees, environment protection, turnover and profitability.
- The Directors and employees of the company shall make all efforts to improve the topline and bottomline of the company thereby increasing the shareholders wealth and fulfilling other social responsibilities by introduction of range of Iodine Salts and other pharmaceutical and chemical products, following good manufacturing practices, process improvements, yield improvements, controlling rejections and dead stocks, cost reduction measures, adhering to sound credit and risk management policies, adoption of good systems, softwares and networking solutions, expanding customer base and finding new national and international markets for its products and raising cheaper resources for funding sustainable growth of the company.
The ex-directors and ex-employees of the company will be prohibited to start any Iodine related business activity for at least 5 years from the date since they ceased to be a Director or employee of the Company.
- The Directors and employees shall not provide any information to the press or to any media which will damage or tarnish or affect the image, reputation and goodwill of the company and which may lead to speculation or erosion in value and financial loss to the company or its stakeholders.
- The Directors and employees shall keep confidential all price sensitive information and shall not pass such information to any person directly or indirectly by way of making recommendation for purchase or sale of securities of the company.
Consents and Disclosures
The Directors and employees shall take written consent from the Board of Directors for the followings:
- For starting any business activities promoted by him/her.
- For using the assets of the company for personal use.
- For incurring personal expenses on company’s account.
- For using the services of employees of the company for their personal work.
- For any use of funds of the company for activities other than main objective of the company.
The Directors and employees are prohibited from laundering or misusing the funds of the company for trading or speculating in the scrip of the company on the stock exchange or in any other listed equity shares.The Directors and employees are specifically prohibited from trading, importing, exporting and manufacturing of iodine or iodine salts.
The Directors shall make following disclosures in writing
- of their Directorship in other companies.
- of their interest in any proprietory firm/partnership firm.
- of their shareholdings in Samrat Pharmachem and in other companies/proprietory/firm/partnership firm in which they have substantial interest.
- As required under SEBI regulation for insider trading.
- As required under SEBI (Substantial Acquisition of Shares and Take Overs) Regulation 1997
The Directors shall submit copies of Audited Balance Sheet and Profit and Loss Account or any other relevant information which the Board may require every year of their other business activities for review and for assessment that the activities are not detrimental to the interest of Samrat Pharmachem. In case the activities are found to be in conflict with that of Samrat Pharmachem, the Board may warn/direct the concerned Director to stop the activities immediately.
The Board shall initiate disciplinary action against the member of the Board or any employee of the company for violating the Code of Conduct laid down herein. The disciplinary action against the Board member or any employee of the company may include termination of the service and/or civil suit for damages and/or criminal liability for misconduct.The Director or employee of the Company so suspended/terminated for disciplinary action will not be able to exercise their voting rights as long as their activities are directly anti-company. Their shareholding will remain suspended and they will be restricted from transferring or selling their interest in the share to any other person.