This is the Code of Conduct (hereinafter referred to as the Code) for all members of the Board and Senior Management Personnel of Mega Nirman& Industries Limited (hereinafter referred to as the Company) is in alignment with the Companys vision and values and aims at enhancing ethical and transparent processes in managing the affairs of the Company.
The Code has been drafted specifically in accordance with the provisions of Clause 49 of the Listing Agreement.
DEFINITIONS AND INTERPRETATIONS
1. Board Members : Board Members mean the member on the Board of Directors of the Company.
2. Directors : Director means each member of the Board of Directors.
3. Senior Management Personnel : Senior Management Personnel means.
· all executives one level below the Board;
· all functional/ departmental heads;
· Company Secretary;
· any other person who the Board may include within the definition of senior management personnel;
3. Conflict of Interest : Conflict of Interest means a conflict or a difference between the interests or benefits of one person or entity with that of the Company.
4. Interest in transaction : Interest in transaction means any material pecuniary interest in any contract or arrangement, either by himself/ herself or through his/ her family.
The Code is applicable to the Directors and the Senior Management Personnel.
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 with the utmost care, skill, diligence and integrity in all their dealings with and for the Company.
· shall act in accordance with highest standards of integrity, fairness and ethical conduct while working for the Company as well as in representing the Company without their judgment being subordinated and also to fulfill their fiduciary obligations.
· shall avoid having any personal financial interests in works or contracts awarded by the Company.
· shall avoid any relationship with a contractor or supplier (either directly or indirectly such as through a family member or other person or organization with which they are associated) that could compromise the ability to transact business on a professional, impartial and competitive basis or that may influence decision to be made by the Company.
· shall not accept or receive, directly or indirectly, any gift, payments or favour, in whatsoever form, from Companys business associates, which can be perceived as being to gain favour or dealing with the Company or which may influence any business decision.
· shall abstain from holding any position or job or engage in outside business or other interest that is prejudicial to the interest of the Company.
· shall abstain from committing any offence involving moral turpitude.
· shall not indulge in trading in Companys securities on the basis of unpublished price sensitive information.
· shall comply with the prevention of insider trading guidelines as issued by SEBI.
COMPLIANCE WITH LAW
Each Director and each member of the Senior Management Personnel shall comply with all laws, rules and regulations relating to the business of the Company.
CONFLICT OF INTEREST
The Conflict of Interest occurs when personal interest of the Board Members or Senior Management Personnel interferes or appears to interfere, in any way, with the interest of the Company.
The Board and employees shall disclose all the circumstances that constitute an actual or apparent conflict of interest. These disclosures shall be made to the Board of Directors or the Audit Committee, as the case may be.
The Company feels that serving on the Board of Directors of the other companies may raise substantial concerns about potential conflict of interest. And therefore, the Board and employees shall report/ disclose such relationships to the Board of Directors or Concerned Committees, as the case may be.
CONFIDENTIALITY OF INFORMATION
Any information concerning the Companys business to which a Director or a member of Senior Management Personnel has access or which is in possession, must be considered confidential and held in confidence. No Director or a member of Senior Management Personnel shall provide any information either formally or informally, to the press or any other media, unless specifically authorized by the Company.
Provided that a Director or a member of Senior Management Personnel can disclose such information which is :
· part of the public domain at the time of disclosure;
· authorized or required to be disclosed pursuant to a decision of the Board or any of its Sub- Committees; or
· required to be disclosed in accordance with applicable laws, rules, regulations, guidelines or directions from the Government or any other Governmental Authority.
RELATED PARTY DISCLOSURES
The Board Members, before conducting business of the Company with a Related Party or a relative and/or with a business in which a relative is associated in any significant role, shall promptly disclose their interest to the Board of Directors of the Company.
For the sake of clarity, the term Relative shall mean relative as defined in Section 2(41) and Section 6 read with Schedule IA to the Companies Act, 1956.
PROTECTION OF ASSETS
The Directors and Senior Management Personnel shall protect the Companys assets including physical assets, information and intellectual rights and shall not use the same for personal gain.
WAIVER AND AMENDMENTS OF THE CODE
No waiver of any of the provisions of this Code shall be valid unless the Board of Directors of the Company approves such waiver.
The provisions of this Code can be amended by the Board of Directors of the Company from time to time.
ENFORCEMENT OF CODE OF CONDUCT
Each Director or each member of the Senior Management Personnel shall be accountable for fully complying with this code.
PLACEMENT OF THE CODE ON WEBSITE
Pursuant to Clause 49 of the Listing Agreement, this Code and any amendment thereto shall be posted on the website of the Company.