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Code of Business Conduct and Ethics


 
INTRODUCTION
The Code of Business Conduct and Ethics (herein after referred to as “The Code”) of Srinivasa Shipping and Property Development Ltd (“The Company”) aims at ensuring compliance with legal requirements and maintaining high standards of business conduct. The Code aims to promote ethical conduct and maintain high standards in carrying out business transactions of the Company. The Code ensures legal compliance under Clause 49 - ‘Corporate Governance’ of the Listing Agreement of the Stock Exchanges. All Members of the Board,
Senior Managerial personnel and company employees are expected to read and understand this Code of Business Conduct and Ethics, uphold these standards in day-to-day activities, comply with all applicable policies and procedures, and ensure that all are aware of, understand and adhere to these standards. It is intended as an overview of our company’s guiding principles and is not a restatement of the Company’s policies and procedures.
APPLICABILITY
The Code shall be applicable to each Member of the Board of Directors (herein after referred to as “Board”), Members of the Board Committees and Senior Management of Srinivasa Shipping and Property Development Limited (collectively referred to as “Management”)The Senior Management of the Company shall be all employees who are in the grade of Vice President or Business Heads, Chief Financial Officer, Company Secretary or such other employees of the Company as may be designated as member of Senior Management for the purpose of this Code by the Managing Director of the Company from time to time (hereinafter referred to as “Senior Management”).The principal duty of the Management, is to ensure that the Company is well managed and recognize that their primary responsibility is to the shareholders of the Company and its other stakeholders.
GUIDELINES FOR CODE OF CONDUCT
Fulfill functions of the office with integrity, professionalism, and exercise powers attached thereto in good faith and with due care and diligence, without the influence of personal interest.
SHAREHOLDERS
The Board should act in the best interests of, and fulfill the fiduciary obligations to the Company’s shareholders, whilst also considering the interests of other stakeholders;
USE AND PROTECTION OF COMPANY ASSETS AND CONFIDENTIAL INFORMATION
Ensure that the Company’s assets, proprietary confidential information and resources are used by the Company and its employees only for legitimate business purposes of the Company. In particular, information and trade secrets (confidential information) should be protected by keeping them confidential and if appropriate by seeking additional protection through acquisition of intellectual property rights. Confidential information includes non-public information that may be of use to competitors or suppliers if disclosed. It may be in written, electronic or any other form. Examples of confidential information include, but are not limited to, price sensitive information, trade secrets such as know-how, formulae or processes, research and development information, inventions, customer and supplier lists, manufacturing methods, financial data, marketing and sales strategies and plans.
CONFLICTS OF INTEREST
The management and the employees shall ensure to minimise any situation or action that can create conflict of interests of the Company vis-à-vis personal interest or interests of associated persons and make adequate disclosures, where necessary. The Senior Management shall not, without the prior approval of the Managing Director, accept part time employment or a position of responsibility (such as a consultant or a director) with any other organisation, for remuneration or otherwise.
INSIDER TRADING
To ensure fair dealing and non-usage of insider and confidential information it shall be seen that everyone complies with the terms of the Code of Conduct for Prohibition of Insider Trading approved by the Board of Directors and any other Code that may be formulated from time to time, as applicable.
BOOK KEEPING AND RECORDS
The management shall ensure that accurate business records are maintained and safeguarding investor confidence. Accurate business records will also help the company to fulfill its obligation to provide full, fair, timely and understandable financial and other disclosures to comply with applicable accounting principles, laws, rules and regulations. Employees must record all information honestly and accurately. All financial transactions and payments must be authorized and recorded. Strict compliance with corporate accounting methods is required, as is cooperation with internal and external auditors. All records will be retained in the manner prescribed by applicable laws and regulations. Employees are forbidden from altering or destroying documents or records in response to an investigation or other lawful request.
INTERNAL CONTROLS
The Senior Management shall have the primary responsibility for the implementation of internal controls to deter and detect fraud. The Company shall have zero tolerance for the commission or concealment of fraud or illegal acts.
QUALITY CONTROL
It shall be ensured that the quality standards and procedures as laid down by the company shall be adhered to and taken care of continuously to achieve productivity and judicious use of resources.
BUSINESS PARTNERS AND CUSTOMERS
The Senior Management will ensure that its dealings and relationships with business associates/customers are maintained in the best interest of the Company. Its relationship in regard to the Company work should be professional and commercially appropriate. The company is committed to dealing fairly with its business partners, relying on the merits of products, services and people. In dealing with business partners, employees are expected not to show any favour or preference to any person or business based on anything other than the best interests of the company. Employees should not let business dealings on behalf of the company be influenced by personal or family interests.
COMPLIANCE WITH THE LAW
The company strives to be a good corporate citizen and will comply with all applicable laws and regulations. The company seeks to comply with all applicable laws, regulations, confidentiality obligations and corporate policies of the Company. Encourage reporting of a material violation of any laws, rules or regulations applicable to the Company or the operation of its business and ensure that the person reporting such violation is not aggrieved in any manner.
EXTERNAL COMMUNICATION WITH MEDIA AND INVESTORS
The company’s reputation among its key audiences like the stakeholders, business partners and the general public at large is vital to its success. In the information technology age where speed and accuracy of information are critical, it is imperative that the Company’s communications with external audiences are managed in a coordinated way via appointed spokespeople (either Communications or Investor Relations Officers, or authorized company’s executives). Messages need to be consistent and aligned with the media communication policies and needs of SSPDL. It is important to the reputation of the company and to shareholder confidence that the information SSPDL issues externally is accurate, consistent, and timely. Employees should never communicate externally about the company’s prospects, performance or policies, nor disclose unpublished price sensitive information, without appropriate authority. Normally, it is only the Chief Executive Officer, the Chief Financial Officer, the Compliance Officer or their designated representatives who communicate such information.
COMMUNITIES AND PUBLIC
Conduct business in a responsible manner and commit to undertake:
(a) compliance with environmental laws, regulations and standards
(b) to incorporate environmental friendly and protection measures as an integral part of the design, production, operation and maintenance of the Company’s facilities
(c) Encourage wise use of energy, and minimize any adverse impact on the environment
(d) Ensure health and safety measures for all the employees and workmen
WHISTLE BLOWER POLICY
REPORTING PROCEDURE, INVESTIGATION AND DISCIPLINARY ACTION:
Employees should report any violation or potential violation of this Code to their supervisors or managers. Supervisors or managers are required to report violations and suspected violations to the Chief Compliance Officer. In case of securities fraud or where employees are not comfortable with approaching supervisors, employees may directly contact the Chief Compliance Officer at 040 66637560 or write to whistleblower@sspdl.com. If an employee wishes to remain anonymous, he or she may submit the report/complaint in writing, to the Chief Compliance Officer. An employee, if he or she wishes to personally discuss matters with the Chief Compliance Officer, can indicate a contact number where he or she can be reached. The ChiefCompliance Officer is responsible for receiving and investigating all reports on violations and suspected violations of this Code. He shall issue reports on compliance activity to the Audit Committee on a quarterly basis.
PROTECTION AGAINST RETALIATION
The Chief Compliance Officer will use all reasonable efforts to keep the identity of the complainant anonymous. SSPDL will not retaliate and will not allow any retaliation or discrimination by its employees of any kind against any employee who submitted a good faith complaint. Specifically, SSPDL will not discharge, demote, suspend, threaten, harass, or in any other manner discriminate or retaliate against any employee submitting a good faith complaint. In addition, neither SSPDL nor any of its employees may retaliate or discriminate against any employee who lawfully provides information to the authorities regarding any conduct which the employee reasonably believes constitutes a violation of securities or antifraud laws or who participates in or otherwise assists with a proceeding relating to such potential violations by SSPDL or its employees. The Chief Compliance Officer shall retain records of reports relating to non-compliance for not less than seven (7) years.
DUTY TO REPORT AND CONSEQUENCES
Every employee has a duty to adhere to this Code and all existing SSPDL policies and to report any suspected violations in accordance with the procedure stated in this Code. Employees must adhere to the letter and spirit of the Code. We reiterate that this Code is not intended to be totally comprehensive and SSPDL therefore relies on our employees to exercise discretion and engage in ethical conduct consistent with this Code.