Code of Conduct

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For Directors and Sr. Management of Kamadgiri Fashion Limited:

Preamble:

All Directors and members of Senior Management must act within the bounds of the authority conferred upon them and with a duty to make and enact informed decisions and policies in the best interests of the Company and its shareholders. With a view to maintain the high standards that the company requires, the following rules / code of conduct should be observed in all activities of the board. The company appoints an Executive Director as compliance officer for the purposes of the code, who will be available to answer questions and to help Directors and senior management them comply with the code.

1) Integrity –

All Directors and members of Senior Management shall act in the fiduciary capacity while conducting their activities on behalf of the company. They should also act with utmost honesty, integrity and fairness. They will act in good faith, responsibly, with due care, competence and diligence, without allowing their independent judgment to be subordinated. All their acts will be in the best interest of the company.

2) Compliance –

All the members of the Board and the Sr. Management are required to comply with all applicable laws, rules and regulations. In order to assist the company in promoting lawful and ethical behavior, Directors must report any possible violation of law, rules, regulation or the code of conduct to the Compliance Officer.

3) Conflict of Interest –

Directors on the board of the company shall not engage in any business, relationship or activity, which may be in conflict of interest of the Company or the group.
Following are the circumstances which will amount to conflict of interest.

  • Directors should not engage in any activity / employment that interferes with the performance or responsibility to the company or is otherwise in conflict with or prejudicial to the company.
  • Directors and their immediate families should not invest in a  company, customer, supplier, developer or competitor and generally refrain from investments that compromise their responsibility to the company.
  • Directors should avoid conducting company business with a relative or with a firm / company in which a relative / related party is associated in any significant role. If such related party transaction is unavoidable, it must be fully disclosed to the board or to the CFO of the company.

4) Other Directorships –

It is necessary that all the Directors as well as members of Sr. Management must report / disclose there Directorships in other corporate to the Board on an annual basis. It is felt that service on the board of director competitor is not in the interest of the company and hence the approval of Board is essential.

5) Confidentiality and Trade Secretes –

Any information concerning the company’s business, its customers, suppliers etc., which is not in the public domain and to which the Director 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 Director shall provide any information either formally or informally, to the press or any other publicity media, unless specially authorized.

6) Insider Trading –

Any Director of the Company shall not derive benefit or assist others to derive benefit by giving investment advice from the access to an possession of information about the company, not in public domain and therefore constitutes insider information. All Directors and members of Senior Management will comply with insider trading guidelines as issued by SEBI.

7) Gifts & Donations –

No Director of the company shall receive or offer, directly or indirectly, any gifts, donations, remuneration, hospitality, illegal payments and comparable benefits which are intended (or perceived to be intended) to obtain business (or uncompetitive) favour or ecisions for the  conduct of business. Nominal gifts of commemorative nature, for special events may be accepted and reported to the Board.

8) Protection of Assets –

Directors must protect the company’s assets, labour and information and no member of Board and Senior Management will use these for personal use, unless approved by the Board.

9) Reporting Concerns –

All the events such as bribery, corruption and sexual arrestment must be reported to the Board immediately.

10) Periodic Review –

Once every year or upon revision of this code, every Director must acknowledge and execute an understanding of the code and an agreement to comply. New Directors will sign such a deed at the time when their Directorship begins.