In due and strict compliance of the provisions of Clause 49 of the Listing Agreement which has been entered into by the Company with The Bombay Stock Exchange this Code of Conduct (hereinafter for the sake of brevity referred to as “the Code”) shall be adhered to since the same has been framed and adopted by Asian Flora Ltd. (hereinafter referred to as “the Company”)
This Code shall apply to all the Members of Board of Directors (hereinafter referred to as “Board Members”) and Members of the Senior Management Team of the Company being one level below the Board, viz. Vice President and other executives of the Company as determined by the Management and the Company Secretary of the Company (hereinafter referred to as “Senior Management”).
The Compliance Officer for the purpose of this Code shall be the Executive Director.
This Code shall come into force with immediate effect and all future amendments / modifications shall take effect by following the due process respectively from the date stated therein and shall be published and updated.
The Code shall be posted on the website of the Company and shall be freely accessible and available for viewing by members of the public.
CODE OF CONDUCT
The Board Members and Senior Management shall observe and endeavor to uphold the highest standards of ethical conduct and maintain impeccable integrity and shall work to further the interests of the Company to the best of their ability and judgment.
The Board Members and the Senior Management of the Company:
- Shall maintain and promote the Company by maintaining highest degree of Corporate Governance practices.
- Shall act in utmost good faith and exercise due care, diligence and integrity in performing their official duties.
- Shall ensure that they use the Company’s assets, properties, and information and intellectual rights for official purpose only and/or as per the terms and conditions detailed in their letter of appointment.
- Shall not divulge and maintain absolute confidentiality of information entrusted by the Company or acquired during the performance of their duties and shall not use it for personal gain or advantage.
- Shall not seek, accept or receive, directly or indirectly, any gift, payments or favor or induce anyone else in whatsoever form from the Company’s business associates, which can be perceived as being given to gain favor or dealing with the Company and shall ensure that the Company’s interests are never compromised.
- Shall not communicate with any member of press or publicity media or any other outside agency on matters concerning the Company, except through the designated spokespersons unless authorized otherwise.
- Shall not, without the prior written approval of the Board or Senior Management, as the case may be, accept employment or a position of responsibility with any other organization for remuneration or otherwise that are prejudicial to the interests of the Company and shall not allow personal interests to conflict with the interest of the Company.
- Shall in conformity with the applicable Law and the legal provisions disclose personal and/ or financial interest in any business dealings concerning the Company and shall declare information about their relatives (spouse, dependent children and dependent parents) including transactions, if any, entered into with them.
- Shall not commit any offence involving moral turpitude or any act contrary to law or opposed to the public policy and if committed shall be duty bound to inform the Company for appropriate action to be undertaken by the company under the given relevant circumstances as per the policy of the company.
- Shall ensure strict compliance of the prescribed safety & environment related norms and other applicable codes, laws, rules, regulations and statutes, which if not complied with may, otherwise, disqualify him/ her from his/ her association with the Company.
- Shall ensure strict compliance with SEBI (Prohibition of Insider Trading) Regulations, 1992 as also other regulations as may become applicable to them from time to time.
ANNUAL COMPLIANCE REPORTING
Board Members and Senior Management shall affirm the compliance of this Code on an annual basis at the end of each financial year of the Company (as per Appendix A within 7 days of the close of every financial year).
ACKNOWLEDGEMENT OF RECEIPT OF THE CODE
Each Board Member and Senior Manager both present and future shall acknowledge receipt of the Code or any modification(s) thereto, in the acknowledgement form annexed to this Code as Appendix – B and forward the same to the Compliance Officer. Any breach of the aforesaid Code when noticed or brought to the notice of the Compliance Officer or any member of the Board or Senior Management shall be immediately reported to the Board of Directors of the Company for necessary action.