| INTRODUCTION |
A Code of Conduct applicable to members of the Board and Senior Management Personnel of Bombay Rayon Fashions Limited is prepared in accordance with the requirement of sub-clause 1(D) of the clause 49 of the Listing Agreement applicable with effect from 1st January, 2006.
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| DEFINITIONS |
| a. 'Board' means Board of Directors of the company. |
| b. 'Board Members' means every director of the Company as may be appointed from time to time. |
| c. 'Code of Conduct' means this Code of Conduct for members of the Board and Senior Management
Personnel including modifications made thereto from time to time. |
d. 'Senior Management' shall mean personnel of the company who are members of core management
team excluding the Board of Directors. Normally this would comprise of all members of management
one level below the executive directors, including all functional heads.
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| The Code of Conduct for Board Members and Senior Management Personnel of the company includes: - |
| 1. Prudent conduct and behavior |
| 2. Business opportunities |
| 3. Conflict of interest |
| 4. Safeguarding company's assets |
| 5. Confidential information |
| 6. Fair dealing |
| 7. Team work and spirit |
| 8. Gift & donations |
| 9. Financial record keeping & reporting |
| 10. Compliance with laws and regulations |
| 11. Insider trading |
| 12. Compliance with the code |
13. Amendment
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| 1] Prudent Conduct and Behavior |
| Each Board Member and Senior Management Personnel should seek to use due care in the performance of his duties, be loyal to the company, act in good faith and in a manner such Board Member or Senior Management Personnel reasonably believe to be not opposed to the best interests of the company. A Board member should seek to also: |
| i. Make reasonable efforts to attend Board and Committee meetings |
| ii. Dedicate time and attention to the company |
| iii. Seek to comply with all applicable laws, regulations, confidentiality obligations and corporate policies of the company |
| iv. Act in the best interest of, and fulfill their fiduciary obligations to company's shareholder |
| v. Use due care and diligence in performing their duties of office and in exercising their powers attached to that office |
The Directors must disclose their Directorship, Committee membership on the Board of other companies and substantial shareholding in other companies to the Board on an annual basis. It is felt that service on the Board of a direct competitor is not in the interest of the company.
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| 2]Business Opportunities |
| In carrying out their duties and responsibilities, Board Member and Senior Management Personnel should avoid: |
| a. Appropriating corporate business opportunities for themselves that are discovered through the use of company property or information or their position as Board Member; |
| b. Using company property or information, or their position as Board Member or Senior Management Personnel, for personal gain; |
A Board Member or Senior Management Personnel who wish to avail of such corporate opportunity should disclose the same to the Board of Directors. If the Board of Directors determines that the company does not have an actual or expected interest in such opportunity, then only the Board Member or Senior Management Personnel may avail of it, provided that the Board Member or Management Personnel have not wrongfully utilized the company's resource in order to acquire such opportunity.
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| 3] Conflict of Interest |
| Each Board Member or Senior Management Personnel should endeavor to avoid having his private interests interfere with: |
| i. The interests of the company OR |
| ii. His ability to perform his duties and responsibilities objectively and effectively. |
Board Member or Senior Management Personnel should avoid conducting company business with a relative or with a firm /company in which a relative /related party is associated in any significant role. A Board member should make a full disclosure to the entire Board of any transaction or relationship that such a Board Member reasonably expects could give rise to an actual conflict of interest with the company and seek the Board's authorization to pursue such transactions or relationships.
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| 4] Safeguarding Company's Assets |
The use of company's assets for illegal or non-ethical business purposes shall be strictly prohibited. In carrying out their duties and responsibilities, Board Member and / or Senior Management Personnel should endeavor to ensure that management is causing the company's assets and resources to be used by the company and its employees only for legitimate business purposes of the company.
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| 5] Confidential Information |
| Board Member and/ or Senior Management Personnel should maintain the confidentiality of information entrusted to them in carrying out their duties and responsibilities, except where disclosure is approved by the company or legally mandated or if such information is in the public domain. |
| The company's confidential and proprietary information shall not be inappropriately disclosed or used for the personal gain or advantage of any Board Member and /or Senior Management Personnel other than the company. These obligations apply not only during a Board Member's term but thereafter as well. |
Examples of confidential information include but are not restricted to: |
| i. Information not yet released to the public |
| ii. Unpublished company strategy |
| iii. Current or future R&D programs, technical breakthroughs and /or inventions |
| iv. Investments, planned mergers or acquisitions |
| v. Information received from customers or partners |
| vi. Unpublished Financial data either actual or forecasted |
vii. Employee information
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| 6] Fair Dealing |
| In carrying out their duties and responsibilities, Board Members and Senior Management Personnel should make an effort to deal fairly, and should promote fair dealing by the company.
Board Member and / or Senior Management Personnel shall be committed to provide a work environment free from unlawful discrimination, harassment and intimidations of any nature. Any kind of harassment and discrimination based on gender, religion, age, national origin and other such characteristics shall be strictly prohibited |
They shall not take unfair advantage of the company through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing.
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| 7] Team Work and Spirit |
The principles of mutual trust, teamwork and spirit shall be appreciated and maintained. Best efforts shall be made to contribute to an environment that builds confidence and empowers people through personal and professional growth. They shall attempt that the teams grow together through collaborative working, skills development, and knowledge sharing & learning from each other. Employees being invaluable assets shall be motivated to achieve higher goals.
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| 8] Gift & Donations |
No Director/Senior Management Personnel of the company shall receive or offer, directly or indirectly, any gifts, donations, remuneration, hospitality, illegal payments and comparable benefits which are intended to obtain business favours. Nominal gifts of commemorative nature, for special events may be accepted and reported to the Board.
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| 9] Financial Record Keeping & Reporting |
As Bombay Rayon Fashions Limited is a listed company, it is required to comply with strict accounting principles and regulations. It is critical to ensure that all transactions are properly identified, analysed and recorded. Regardless of whether a Director / Senior Management person is directly involved in financial reporting or accounting, most come into contact with financial transactions directly or indirectly. All reasonable efforts are expected to ensure that all business records and reports are accurate, complete and reliable.
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| 10] Compliance with Laws and Regulations |
In carrying out their duties and responsibilities, Board Member and Senior Management Personnel should comply, and endeavor to ensure that the management is causing the company to comply, with applicable laws, rules and regulations. In addition, if any Board Member and / or Senior Management Personnel becomes aware of any information that he believes constitutes evidence of a material violation of any securities, or other laws, rules or regulations applicable to the company or the operation of its business, by the company, any employee or another Board Member, then such Board Member and / or Senior Management Personnel should bring such information to the attention of Managing Director of the company.
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| 11] Insider Trading |
The company has adopted a code of conduct for Prevention of Insider Trading, which all Board Member and Senior Management Personnel should observe with respect to the purchase and sale of company's securities.
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| 12] Compliance with the Code |
Once every year or upon revision of this code, every Director must acknowledge and execute an understanding of the code and an affirmation that he / she has complied with the Code. New Directors will sign such a deed at the time of joining.
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| 13] Amendment |
| This code may be amended, modified or varied by the Board as may be deemed necessary in the interests of the company and subject to the provisions of applicable laws, regulations or guidelines. |
| Board Member and Senior Management Personnel should direct questions regarding the application or interpretation of these guidelines to the Compliance Officer. |
