|NSDL / CDSL - INE 211C01011
BSE - Scrip Code
Face Value - Rs.10/-
NSE – ARVINDREM
National Stock Exchange – NSE
Bombay Stock Exchange – BSE
Code of Conduct
Code of Conduct for Board Members and Senior Management Personnel
1.1 This code of Conduct ("this Code") shall be called "The Code of Conduct for Board Members and Senior Management Personnel" of Arvind Remedies Limited (hereinafter referred to as "the Company").
1.2 The subject code has been framed specifically in compliance with the provisions of clause 49 of the listing agreement with stock exchanges.
1.3 The purpose of this code is to enhance further an ethical and transparent process in managing the affairs of the Company.
1.4 It shall come into force with effect from 1st day of January 2006.
2. Definitions & Interpretations:
2.1 The term "Board Members" shall mean Directors on the Board of Directors of the Company.
2.2 The term "Executive Director" shall be the Director on the Board of Directors of the Company who is in whole-time employment of the Company.
2.3 The term "Non-executive Director" shall mean Director on the Board of Directors of the Company who is not in whole time employment of the Company.
2.4 The term "Relative" shall have the same meaning as defined in Section 6 of the Companies Act, 1956. (Refer Appendix-I)
2.5 All other expressions unless defined herein shall have the same meaning as have been assigned to them under the SEBI Act or Securities Contracts (Regulation) Act, 1956, or the Companies Act, 1956 or any statutory modification or re-enactment thereto, as the case may be.
2.6 In this code words importing the masculine shall include feminine and words importing singular shall include the plural or vice versa.
3.1 This code shall be applicable to all Executive and Non-executive Directors and all the Mangers one level below the Executive Director of the Company including any person occupying the position of departmental head by whatever name called (hereinafter referred to as "Senior Management Personnel").
3.2 The Executive Directors and Senior Management Personnel should continue to comply with other applicable/ to be applicable policies, rules and procedures of the Company.
4.0 Key Requirements
The Board Members and Senior Management Personnel must act within the authority conferred upon them and in the best interests of the company and observe the following code of conduct:
- Shall act in utmost care, skill, diligence, good faith and in accordance with the highest standard of honesty, integrity, fairness and ethical conduct while working for the Company as well representing the Company without allowing their independent judgment to be subordinated and fulfill the fiduciary obligations.
- Shall not involve themselves in making any decision on a subject matter in which a conflict of interest arises or could arise, between the personal interest and the interest of the Company. In the event of apprehending of such conflict of interest, the relevant facts shall be disclosed in writing explaining the circumstances that create or could create the conflicts of interest to: (a) Board of Directors in case of Executive and Non-Executive Directors and (b) Chairman in case of Senior Management Personnel for further directions in the matter.
- Shall avoid having any personal financial interest in works or contract awarded by the Company.
- Shall not exploit for their own personal gain, opportunities that are discovered through company's business, information or position, unless the opportunity is disclosed fully in writing to the Company's Board of Directors and Chairman as the case may be.
- Shall not seek or accept or offer directly or indirectly any gifts, donations, remuneration, hospitability, illegal payments, favour in whatsoever form howsoever described by the customers, vendors, consultants, etc., that is perceived as intended, directly or indirectly, to influence any business decision, any act or failure to act, any commitment of fraud, opportunity for committing any fraud.</