The members of the Board of Directors of Banaras Beads Limited acknowledge and accept the scope and extent of their duties as Directors. They have a responsibility to carry out their duties in an honest and businesslike manner and within the scope of their authority, as set forth in the laws of India as well as in the Memorandum and Articles of Association of the Company. They are entrusted with and are responsible for the oversight of the assets and business affairs of Banaras Beads Limited in an honest, fair, diligent and ethical manner. As Directors, they must act within the bounds of the authority conferred upon them and with the duty to make and enact informed decisions and policies in the best interests of the Company. The Board of Directors has adopted the following Code of Conduct and the Directors and senior managers are expected to adhere to the standards of care, loyalty, good faith and the avoidance of conflicts of interest that follow.
The Code of Conduct shall apply to:
1) all Directors of the Company, whether executive or non-executive including nominee directors;
2) all executives of the Company from the rank of Manager and above.
3) all executives of the Company, reporting directly to the Managing Director irrespective of their grade.
All Directors and Senior Management Executives:
I. Conflict of Interest:
A) shall avoid situations in which their personal interest could conflict with that of the Company.
B) shall disclose to the appropriate authority/body all cases of Conflict of Interest or potential Conflict of Interest between the person and the Company.
C) shall neither directly or indirectly, give any official favors for personal purposes nor spend any money of the Company for personal purposes.
D) shall respect the confidentiality of data made available to them from time to time. Such respect for confidentiality shall also continue after such person ceases to hold office as Director or serve the organization.
E) shall not give any statement detrimental to the interest of the Company to the press or any other form of media.
III. Legal Compliance
F) shall adhere to the Insider Trading Code of the Company.
G) shall take every reasonable step to ensure adherence to the laws of the land.
IV. Gender Friendly Environment
H) shall help promote equality of gender, class and caste in so far as the same relates to the activities of the Company.
I) shall encourage women employees to report any harassment concerns and be responsive to any complaints of harassment or other unwelcome and offensive conduct.
V. Social Responsibility:
J) shall in their decisions respect the necessity of protecting the environment consistently with the need of sustainable development.
VI. Cost Consciousness:
K) shall exercise their responsibilities with utmost cost consciousness within the organization and shall promote the same.
L) shall not use any facility of the Company for their personal use except when such facility has been provided for personal use by policy or specific permission.
VII. Transparency and Accountability:
M) shall be transparent in all their dealings except in cases where the needs of business security dictate otherwise and shall hold themselves accountable to the appropriate authority/body.
VIII. Dealings with People in the Organization:
N) shall practice and encourage the spirit of productive debate and discussion among the employees and with the Board as the situation may warrant.
O) shall not show disrespect to their superior officers or to the authority of the Board.
P) shall not engage in misinformation, disinformation or personal vilification or victimisation of any employee or stakeholder.
Q) shall uphold the values of trust, teamwork, mutuality and collaboration, meritocracy, objectivity, self-respect and human dignity.
IX. Relationship with Suppliers and Customers:
R) shall never compromise with the interest of the company in all their dealings with suppliers and customers.
S) shall not accept gifts and presents or receive gratuitous or other payments or treatments from suppliers or customers which could lead to compromising the Company’s interests.
T) shall at all times make an endeavor to attend such meetings /occasions including Board and Committee meetings as are required of the person for the benefit, growth and development of the Company.
U) shall dedicate sufficient time, energy and attention to the Company to ensure diligent performance and be aware of and seek to fulfill his or her duties and responsibilities as set forth in the Company’s Memorandum & Articles of Association and Corporate Governance Guidelines.
V) shall not use abusive or offensive language at the workplace or any such location connected to official business.
W) shall not illegally withhold any property or documents of the Company and should ensure protection of the same at all times.
X) shall not knowingly suppress a material fact, which can be detrimental to the interest of the Company, from the appropriate authority/body.
Y) shall not make any statement, verify any return or form, containing any particulars, knowing it to be false.
Z) shall practice a conduct of giving highest respect to humans and human values and must promote the same.
This code of conduct shall also be placed on the website of the Company.
For employees of the Company ‘appropriate authority’ means the designated reporting authority of the executive, or the Managing Director of the Company if he is the designated reporting authority of the executive concerned. In case of members of the board, the appropriate authority shall be the Board of Directors and in exceptional cases, the Chairman of the Board.
NO RIGHTS CREATED
This Directors’ Code set forth guidelines for conduct for the Board of Directors and Senior Management Executives. It is not intended to nor does it create any right in favour of any Director or Senior Management Executive, client, supplier, customer, shareholder, or any other person or entity.
Any waiver of any provision of this Code of Conduct for a director, senior management executive must be placed for approval before the Board of Directors.
By order of the Board
For Banaras Beads Ltd.