I. CORPORATE GOVERNANCE
Corporate governance is about
commitment to values and about ethical business
conduct. It is about how an organization is
managed. This includes its corporate and other
structures, its culture, its policies and the
manner in which it deals with various
stakeholders. Accordingly, timely and accurate
disclosure of information regarding the
financial situation, performance, ownership and
governance of the company, is an important part
of corporate governance. This improves public
understanding of the structure, activities and
policies of the organization. Consequently, the
organization is able to attract investors, and
to enhance the trust and confidence of the
stakeholders.
We believe that sound corporate
governance is critical to enhance and retain
investor trust. Accordingly, we always seek to
attain our performance rules with integrity. The
Board extends its fiduciary responsibilities in
the widest sense of the term. Our disclosures
always seek to attain the best practices in
international corporate governance. We are also
responsible to enhance long term shareholder
value and respect minority rights in all our
business decisions.
II. INTRODUCTION OF CODE
(Preamble)
This Code of Ethics for Directors
and Senior Executives (the “Code”) helps to
maintain the standards of business conduct for
ICDS Securities Limited (the “Company”) and
ensures compliance with legal requirements
particularly of Companies Act, SEBI Regulations
and the Listing Agreement with Stock Exchanges.
The purpose of the Code is to deter wrongdoing
and promote ethical conduct. The matters covered
in this Code are of utmost importance to the
Company, our shareholders and our business
partners. Further, these are essential so that
we can conduct our business in accordance with
our stated values.
The Code is applicable to the
following persons, referred to as “Officers”:
Ethical business conduct is
critical to our business. Accordingly, Officers
are expected to read and understand this Code,
uphold these standards in day-to-day activities,
and comply with all applicable laws, rules and
regulations, the ICDS Securities Code of
Conduct, Service rules and all applicable
policies and procedures adopted by the Company
that govern the conduct of its employees.
Because the principles described
in this Code are general in nature, Officers
should also review the Company’s other
applicable policies and procedures.
Officers should sign the
acknowledgment form at the end of this Code and
return the form to the HR department indicating
that they have received, read and understood,
and agree to comply with the Code. The signed
acknowledgement form should be available with
officers concerned. Each year, as part of their
annual review, Officers will be asked to sign an
acknowledgement indicating their continued
understanding and adherence of the code.
III. HONEST AND ETHICAL
CONDUCT
We expect all Officers to act in
accordance with highest standards of personal
and professional integrity, honesty and ethical
conduct, while working on the Company’s
premises, at offsite locations where the
Company’s business is being conducted, at
Company sponsored business and social events, or
any other place where Officers are representing
the Company.
We consider honest conduct to be conduct that is
free from fraud or misrepresentation or
deception. We consider ethical conduct to be
conduct conforming to the accepted professional
standards of conduct. Ethical conduct includes
ethical handling of actual or apparent conflicts
of interest between personal and professional
relationships. This is discussed in more detail
in Section IV below.
IV. CONFLICTS OF INTEREST
An Officer’s duty to the Company
demands that he or she avoids and discloses
actual and apparent conflicts of interest. A
conflict of interest exists where the interests
or benefits of one person or entity conflict
with the interests or benefits of the Company.
Examples include:
A.
Employment/Outside employment: With regard
to the employment with the Company, Officers are
expected to devote their full attention to the
business interests of the Company. Officers are
prohibited from engaging in any activity that
interferes with their employment with the
Company. Our policies prohibit Officers from
accepting simultaneous employment with
suppliers, customers, developers or competitors
of the Company, or from taking part in any
activity that enhances or supports a
competitor’s position. Additionally, Officers
must disclose to the Company’s Board of
Directors (Board),
any interest that they have that may conflict
with the business of the Company.
B. Outside
directorships: It is a conflict of interest
to serve as a director of any company that
competes with the Company. Officers must first
obtain approval from the Company’s Board before accepting a directorship.
C. Business
Interests: If an Officer is considering
investing in any customer, supplier, developer
or competitor of the Company, he or she must
first take care to ensure that these investments
do not compromise on their responsibilities to
the Company. Our policy requires that Officers
first obtain approval from the Company’s Board before making such an investment. Many
factors should be considered in determining
whether a conflict exists, including the size
and nature of the investments, the Officer’s
ability to influence the Company’s decisions,
his or her access to confidential information of
the Company or of the other company, and nature
of the relationship between the Company and the
other company. At the time of application for
approval, full facts of the proposed investment
shall be placed before the Committee.
D. Related
parties: As a general rule, Officers should
avoid conducting Company’s business with a
relative, or have business in which a relative
is associated in any significant role. A
relative means and includes spouse, children,
parents, grandparents, grandchildren, aunts,
uncles, nieces, nephews, cousins, step
relationships, and in-laws. Subject to the rules
and regulation, the Company discourages the
employment of relatives of Officers in key
positions or assignments within the same
department. Further, the Company prohibits the
employment of such individuals in positions that
have a financial dependence or influence (e.g.
an auditing or control relationship, or a
supervisor/subordinate relationship). Every
employee drawing a monthly salary of Rs.10,000/-
or more shall disclose whether he is a relative
or not of any of our directors.
E. Payments or
gifts from others: Under no circumstance the
Officers shall accept any offer, payment,
promise to pay, or authorisation to pay any
money, gift, or anything of value from
customers, vendors, consultants, etc., that is
perceived as intended, directly or indirectly,
to influence any business decision, any act or
failure to act, any commitment of fraud, or
opportunity for the commitment of any fraud.
Inexpensive gifts, infrequent business meals,
celebratory events and entertainment, provided
that they are not excessive or create an
appearance of impropriety, do not violate this
policy. Questions regarding whether a particular
payment or gift violates this policy are to be
directed to Finance Department. Gifts given by
the Company to suppliers or customers should be
appropriate to the circumstances and should
never be of a kind that could create an
appearance of impropriety. The nature and cost
must always be accurately recorded in the
Company’s books and records.
F. Corporate
opportunities: Officers may not exploit for
their own personal gain, opportunities that are
discovered through the use of corporate
property, information or position, unless the
opportunity is disclosed fully in writing to the
Company’s Board of Directors and the Board
declines to pursue such opportunity.
G. Interested
Contracts: Except with the consent of the
Board of Directors of the Company, any of the
Director or his relative or a firm in which a
director or his relative is a partner, any other
partner in such a firm, or a private company of
which the director is a member or director shall
enter into any contract with the Company for
sale, purchase or supply of goods, materials or
services, or for underwriting the subscription
of any shares in or debentures of the Company
except for purchase or sale of goods for market
price or such contracts which either party
regularly trades or does business. For any
clarification in this regard, the officers are
requested to contact to the Finance Department /
Secretarial Department / Legal Department.
H. Whistle
Blower Policy: Employees who came across any
unethical or improper practice (not necessarily
a violation of law) shall be free to approach
the Board without necessarily
informing their supervisors. All officers are
requested to inform their subordinates about
their this right through an effective manner.
For any clarification in this regard please
contact Finance Department / Secretarial
Department / Legal Department.
I. Other
Situations: It would be impractical to
attempt to list all possible situations. If a
proposed transaction or situation raises any
questions or doubts, please contact Finance
Department.
V. COMPLIANCE WITH
GOVERNMENTAL LAWS, RULES AND REGULATIONS
Officers must comply with all
applicable governmental laws, rules and
regulations, Officers must acquire appropriate
knowledge of the legal requirements relating to
their duties sufficient to enable them to
recognise potential dangers, and to know when to
seek advice from the Finance Department.
Violations of applicable governmental laws,
rules and regulations will lead to penal action
as specified in the respective statutes. In any
doubt about the compliance with laws
rules/regulations /guidelines contact
appropriate department of the Company.
VI. VIOLATIONS OF THE CODE
Part of an Officer’s job, and of
his or her ethical responsibility, is to help
enforce this Code. Officers should be alert
against possible violations and report this to
appropriate department. Officers must co-operate
in any internal or external investigations of
possible violations. Reprisal, threat,
retribution or retaliation against any person
who has, in good faith, reported a violation or
a suspected violation of law, this Code or other
Company policies, or against any person who is
assisting in any investigation or process with
respect to such a violation, is prohibited.
The Company will take appropriate action against
any Officer whose actions are found to violate
the Code or any other policy of the Company.
Disciplinary actions may include immediate
termination of employment at the Company’s sole
discretion. Where the Company has suffered a
loss, it may pursue its remedies against the
individuals or entities responsible. Where laws
have been violated, the Company will cooperate
fully with the appropriate authorities.
VII. WAIVERS AND AMENDMENTS OF
THE CODE
We are committed to continuously
reviewing and updating our policies and
procedures. Therefore, this Code is subject to
modification. Any amendment or waiver of any
provision of this Code must be approved in
writing by the Company’s Board of Directors and
promptly disclosed on the Company’s website and
in applicable regulatory filings pursuant to
applicable laws and regulations, together with
details about the nature of amendment or waiver.
