| Ethics & Business Conduct |
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Applicable to all directors and senior
officers of Sugal & Damani Share Brokers Ltd. (hereinafter
referred to as ‘Company’)
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Sugal & Damani Share Brokers
Ltd. (the ‘Company’) is committed to conducting its
business in accordance with the applicable laws, rules
and regulations and with highest standards of business
ethics. This code is intended to provide guidance and
help in recognizing and dealing with ethical issues,
provide mechanisms to report unethical conduct, and
to help foster a culture of honesty and accountability.
Each Director and senior officer is expected to comply
with the letter and spirit of this code.
The directors and senior officers of the Company must
not only comply with applicable laws, rules and regulations
but should also promote honest and ethical conduct of
the business. They must abide by the policies and procedures
that govern the conduct of the Company’s business. Their
responsibilities include helping to create and maintain
a culture of high ethical standards and commitment to
compliance and to maintain a work environment that encourages
the stakeholders to raise concerns to the attention
of the management.
This code does not attempt to describe all potential
problem areas that could develop, but some of the more
common problems are described below:
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Conflicts of Interest – A conflict situation
can arise:
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a. When a director/senior officer takes action
or has interests that may make it difficult to perform
his or her work objectively and effectively;
b. The receipt of improper personal benefits by a member
of his or her family as a result of
one’s position in the Company;
c. Any outside business activity that detracts an individual’s
ability to devote appropriate time
and attention to his or her responsibilities;
d.The receipt of gifts or excessive entertainment from
any person/company with which the
Company has current or prospective business dealings;
e. Any significant ownership interest in any supplier,
customer or competitor of the Company;
f. Any employment relationship with any supplier, customer,
business associate or competitor of
the Company.
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The directors and senior
officers should be scrupulous in avoiding ‘conflicts
of interest’ with the Company. In case there is likely
to be a conflict of interest, he/she should make full
disclosure of all facts and circumstances thereof to
the Board of directors or any Committee / officer nominated
for this purpose by the Board and a prior written approval
should be obtained. |
Honest and Ethical Conduct : |
The Directors and senior officers shall act in accordance
with the highest standards of personal and professional
integrity, honesty and ethical conduct not only on Company’s
premises but also at company sponsored business, social
events as well as any place. Their conduct shall conform
to the best-accepted professional standards of conduct. |
Corporate Opportunities :
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Directors and senior officers owe a duty to the Company
to advance its legitimate interests when the opportunity
to do so arises. Directors and senior officers are expressly
prohibited from:
a. Taking for themselves personally opportunities that
are discovered through the use of Company’s
property, information, or position;
b. Competing directly with the business of the Company
or with any business that the
Company is considering;
c. Using Company’s property, information, or position
for personal gain. If the Company has
finally decided not to pursue an opportunity that relates
to the Company’s Business activity,
he/she may pursue such activity only after disclosing
the same to the Board of directors
or the nominated person/committee.
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Confidentiality :
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The directors and senior officers shall maintain the
confidentiality of any information of the company or
that of any customer, supplier or business associate
of the Company. The Confidential information includes
all non-public information (including private, proprietary
and other) that might be of use to competitors or harmful
to the Company or
its associates. The use of confidential information
for his/her own advantage or profit is also prohibited.
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Fair Dealing:
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Each director and senior officer, should deal fairly
with customers, suppliers, competitors, and employees
of group companies. They should not take unfair advantage
of anyone through manipulation, concealment, abuse of
confidential, proprietary or trade secret information,
misrepresentation of material facts, or any other unfair
dealing practices.
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Protection and Proper Use of
Company’s Assets:
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All directors and senior officers should protect Company’s
assets and property and ensure efficient use. Theft,
carelessness and waste of Company’s assets and property
have a direct impact on the Company’s profitability.
Company’s assets should be used only for legitimate
business purposes.
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Compliance with Laws, Rules,
and Regulations :
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The Directors and officers shall comply with all applicable
laws, rules, and regulations. Transactions involving
securities of the Company should not be undertaken without
pre-clearance from the Company’s compliance officer.
Any director, officer or employee who is unfamiliar
or uncertain about the legal rules involving Company
business conducted by him/her should consult the Secretarial
department of the Company before taking any action that
may jeopardize the Company or that individual.
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Compliance with Code of Conduct
:
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If any director or senior officer who knows of or suspects
of a violation of applicable laws, rules or regulations
or this Code of conduct, he/she must immediately report
the same to the Board of Directors or any designated
person/committee thereof. Such person should as far
as possible provide the details of suspected violations
with all known particulars relating to the issue. The
Company recognizes that resolving such problems or concerns
will advance the overall interests of the Company that
will help to safeguard the Company’s assets, financial
integrity and reputation.
Violations of this Code of Ethics will result in disciplinary
action, which may even include termination of services
of the employee. The company’s Board or any Committee/person
designated by the Board for this purpose shall determine
appropriate action in response to violations of this
Code.
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Interpretation of Code :
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Any question or interpretation under this Code of Ethics
and Business Conduct will be handled by the Board or
any person/committee authorized by the Board of the
Company. The Board of Directors or any designated person/committee
has the authority to waive compliance with this Code
of business conduct for any director or senior officer
of the Company. The person-seeking waiver of this Code
shall make full disclosure of the particular circumstances
to the Board or the designated person/committee.
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Code of ethics for Senior Officers
:
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Honesty, integrity and sound judgment of the senior
officers is fundamental for the success and reputation
of Sugal & Damani Share Brokers Ltd. The professional
and ethical conduct of the senior officers is essential
to the proper functioning of the Company. The senior
officers of the Company shall be bound by the following
code of ethics:
a. Act with honesty and integrity, including the ethical
handling of actual or apparent conflicts
of interest between personal, financial and professional
relationships,
b. Make full and accurate disclosure in reports and
documents that the Company files with
or submits or makes periodically to the shareholders,
government authorities and to
the public,
c. Comply with governmental laws, rules, notifications
and regulations.
d. Disclosure to the Board or any committee/officer
designated by the Board for this purpose,
any material transaction or relationship that reasonably
could be expected to give rise
to any violation of the code including actual or apparent
conflicts with the interests
of the company,
e. Respect the confidentiality of information acquired
in the course of employment unless
legally obliged to disclose and ensure that no such
confidential information is used
for personal advantage,
f. Refrain from any inappropriate or undue influence
of any kind in all dealings with independent
auditors and avoid any actual or apparent conflicts
with analysts,
g. Achieve responsible use of and control over all assets
and resources employed or entrusted
to them
h. Promote ethical and honest behavior within the Company,
All senior officers should adhere to both the code of
business conduct and the code of ethics of the Company.
Violation of the code of ethics will lead to appropriate
disciplinary action including dismissal from the services
of the Company.
Any deviation/waiver from this code can only be effected
on the sole and absolute discretionary authority of
the Board or any person/committee designated by the
Board for this purpose.
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