This Code shall be called "The Code of Business Conduct & Ethics
for Board Members and Senior Management" of Chadha Papers Limited (hereinafter referred
to as "the Company").
The purpose of this code is to enhance ethical and transparent
process in managing the affairs of the Company.
This code is in alignment with Company’s Vision and Values to
achieve the Mission & Objectives and aims at enhancing ethical and transparent process
in managing the affairs of the Company.
This Code has been revised with effect from the 30th May, 2016
keeping in view the compliance of the provisions of Regulation 17 (5) of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015. It shall come into force with effect from the 30th May, 2016.
The term "Board Members" shall mean Directors on the Board of Directors
of the Company.
The term "Whole-time Directors" or "Functional Directors" shall
be the Directors on the Board of Directors of the Company who are in whole-time
employment of the company.
The term "Part-time Directors" shall mean Directors on the Board
of Directors of the company who are not in whole-time employment of the company.
The term "Relative" shall have the same meaning as defined in
Section 6 of the Companies Act, 1956. (Refer Appendix-I).
The term "Senior Management" shall mean personnel of the Company
who are members of its core management team excluding Board of Directors and would
comprise all members of management one level below the Whole time Directors, including
all functional heads.
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 in accordance with the
highest standard of honesty, integrity, fairness and ethical conduct while working
for the Company as well representing the Company without allowing their independent
judgment to be subordinated and fulfill the fiduciary obligations.
Shall not involve themselves in
making any decision on a subject matter in which a conflict of interest arises or
could arise, between the personal interest and the interest of the Company. In
the event of apprehending of such conflict of interest, the relevant facts shall
be disclosed in writing explaining the circumstances that create or could create
the conflicts of interest to:
Board of Directors in case of Directors
(whole-time & part time) and
Chairman in case of Senior Management
Personnel for further directions in the matter
Shall avoid having any personal financial interest in works
or conduct awarded by the company.
Shall avoid any relationship with a contractor or supplier
that could compromise the ability to transact business on a professional, impartial
and competitive basis or influence decision to be made by the Company.
Shall not hold any positions or jobs or engage in outside
businesses or other interests that adversely affect the performance of duties of
the Company. Whole-time Directors and Senior Management Personnel are expected
to devote their full attention to the business interest of the Company.
Shall not exploit for their own personal gain, opportunities
that are discovered through company’s business, information or position, unless
the opportunity is disclosed fully in writing to the Company’s Board of Directors
and Chairman as the case may be.
Shall not seek or accept or offer directly or indirectly and
gifts, donations, remuneration, hospitability, illegal payments, favour in whatsoever
form however described by the 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, opportunity for committing any fraud.
Shall comply with all applicable laws, rules and regulations
and any violation thereon may make them personally liable, Directors and Senior
Management Personnel may be subjected to disciplinary action by the Company for
violation of provisions of law.
Shall not serve as a Director of any other Company or as a
partner or a firm that competes with the Company. Whole Time Directors and Senior
Management Personnel shall obtain approval of the Chairman prior to accepting Directorship
of any other Company or partnership of a firm.
Shall not derive benefit or assist others to derive benefit
by giving investment advice from the access to and possession of information about
the Company, not in public domain and therefore constitute insider information.
The Board Members and Senior Management Personnel shall make timely disclosures
trading in the shares of the Company,
transactions having personal interest,
related party transactions that
are required to be made under laws, rules & regulations and Code for prevention
of Insider Trading in the Securities of the company.
Any information concerning the Company’s business, its customers,
suppliers, etc., which is not in the public domain and to which the Board Members
and Senior Management Personnel has access or possesses such information, must be
considered confidential and held in confidence, unless authorized to do so and when
disclosure is required as a matter of law. No Board Members and Senior Management
Personnel shall provide any information either formally or informally, to be press
of any other publicity media, unless specifically authorized.
Shall protect the Company’s assets, labor and information
and may not use these for personal use, unless authorized to do so.
Company Secretary shall be the Compliance Officer for the purpose
of this code.
Each Board Member and Senior Management Personnel shall be accountable
for fully complying with this code.
Compliance Officer shall report breach of this code, if any,
which comes to his notice to the:
Board in case of all Board Members
Chairman in case of Senior Management
All Board Members and Senior Management Personnel shall be subject
to any internal or external investigation of possible violations of this code. The
Company shall ensure confidentiality and protection to any person who has, in good
faith, reported a violation or a suspected violation of law, of this code or other
Company policies, or against any person who is assisting in any investigation or
process with respect to such a violation.
In case of breach of this code by the senior Management, Whole-time
Directors and/or Part-time Directors, the same shall be examined by the Board
Penalty may include serious disciplinary action, removal from
office and dismissal as well as other remedies, including recommendations for any
of the above penalty, to the extent permitted by law and as considered appropriate
under the circumstances.