As required under Clause 49 of the Listing Agreement as amended up to date, Aarti Industries Limited (herein referred to as “the Company”), hereby notifies the “Code of Conduct for the Board Members and Senior Management of Aarti Industries Limited” (hereinafter referred to as “the Code”).
All the Directors and members of the Senior Management are mandatorily required to understand and adhere to the code/standards prescribed herein, including any amendments/modifications/replacements thereof as may be notified by the Board of Directors of the Company from time to time, in the course of their dealings, exercise of powers and discharge of their duties, responsibilities and obligations in relation to the Company and its transactions.
Nothing in this Code of Conduct or related communications creates or implies an employment contract or term of employment.
Violations of law
Violations of law, this Code of Conduct or other Company policies or procedures should be reported immediately to the Managing Director and/or the Compliance Officer in writing.
Violations of law, this Code of Conduct or other Company policies or procedure can lead to disciplinary action up to and including termination/vacation of office.
This code shall be applicable to all the Board Members (hereinafter referred to as `Directors’) and Senior Management of the Company.
Part A – Definitions
’ means AARTI INDUSTRIES LIMITED
’ means Board of Directors of Aarti Industries Limited
’ shall mean personnel of the company who are members of its core management team excluding Board of Directors.
This would comprise of all members of management one level below the executive directors, including all functional heads.
’ means the office appointed by the Board of Directors for the purpose of this code from time to time.
Part B – Compliance
The Company has appointed Mrs. Mona Patel, Company Secretary as Compliance officer for the purpose of this Code and he shall report to the Managing Director of the Company.
Affirmation of Compliance
All Board members and senior management personnel of the Company shall affirm compliance with this Code on annual basis in such form as may be prescribed and send it to the Compliance Officer by 30th April each year. The Annual report of the company shall contain a declaration to this effect.
PART C - CODE OF CONDUCT
The Directors and Senior Management personnel of the Company shall adhere to the following:
- Shall act in accordance with the highest standards of personal and professional integrity, honesty and ethical conduct
- Shall be independent in their judgment and actions.
- Shall exercise due care and diligence in performance of their duties.
- Shall comply with all applicable laws, rules, and regulations.
- Shall not engage in any business, relationship or activity, which may be in conflict of interest of the Company without prior approval of the Board.
- Shall intimate the Company’s Board of Directors before accepting outside directorships.
- Shall maintain the confidentiality of the information about of the Company received/obtained by them in the course of their position as Director /employee of the Company, except when disclosure is authorized by the Chairman and/or Vice Chairman and Managing Director of the Company or legally mandated and shall not use confidential information for their own advantage or profit.
- Shall use best endeavors to protect Company’s assets and property and ensure its efficient use.
- Shall not derive any personal benefit (including without Limitation through the use of Company’s property, assets, information, or position) except that which they are lawfully entitled to.
- Shall refer all inquiries or calls from the press and financial analysts to the Company’s Managing Director. The Company has designated its Chairman, Vice Chairman and Managing Director, Vice Chairman, as official Company spokespeople for any company related matters.
- Shall abide by Aarti’s internal code for prevention of Insider Trading.
- Shall not, directly or indirectly, short sell any equity/security, of the Company so as to make gain out of such sale or otherwise. A short sale means any transaction whereby one may benefit from a decline in the Company’s share/security price.
- Shall not derive any benefit (directly or indirectly) or assist others to derive any benefit by giving advice from the access to and possession of price sensitive information about the Company, which are not in public domain.
- Shall not exploit for their personal benefit, opportunities that are discovered through Company’s business, information or position, unless the same is disclosed fully to the Managing Director and permitted by him.
- Shall not misuse the Company’s facilities, except where such facilities have been provided for personal use either by policy or by permission or authority or in the normal course of business. The Company’s facilities shall not be used for personal use and even when used with prior approval, care shall be exercised/taken to ensure that costs are reasonable.
- Shall treat women employees equally and eliminate any gender discrimination and shall avoid harassment/threatening based on race, color, religion, age, gender, national origin, disability or any other basis.
- Shall not (directly or indirectly) accept or retain any gift, entertainment or other benefits from any organization or person doing business or competing with the Company. However, they may accept and offer nominal gifts/hospitality which are not of material value and are customarily given on accessions or are of commemorative nature for special events.
- Shall not compete directly or indirectly with the business of the Company or with any business that the Company is considering to establish.
- Shall affirm compliance with this Code to the Company on an annual basis.
- This code is subject to revision. Such revision shall be with the approval of the Board.
- Code of Conduct Insider Trading Regulations 2015 Click to view