Code Of Conduct

CODE OF CONDUCT FOR BOARD OF DIRECTORS & SENIOR MANAGEMENT

 

Introduction:

The Directors of Ovobel Foods Limited (“Company”) adopt this Code of Conduct (the “Directors’ Code”) to assist directors and senior management in fulfilling their duties to the Company. The directors are entrusted with responsibility to oversee management of the business and affairs of the Company. As the Company’s policy-makers, the Directors set the standard of conduct for all directors, officers and employees.

The Company has a long-standing commitment to compliance with applicable laws and regulations and to operating in accordance with the highest standards of business conduct. In many instances, the Directors’ Code’s guidelines and standards go beyond the requirements of applicable law.

Guidelines for Conduct:

Each director should seek to use due care in the performance of his/her duties, be loyal to the Company and act in good faith and in a manner the director reasonably believes to be in or not opposed to the best interests of the Company. A director should:

  1. Seek to comply with all applicable laws, regulations, confidentiality obligations and Corporate Policies.
  2. Be aware of and seek to fulfill his or her duties and responsibilities as set forth in the Company’s Memorandum of Association, Articles of Association and Corporate Governance guidelines
  3. Dedicate sufficient time, energy and attention to the Company to ensure diligent performance of his/her duties, including preparing for meetings and decision-making by reviewing in advance any materials distributed and making reasonable inquiries
  4. Use reasonable efforts to attend Board and committee meetings regularly

Conflicts of Interest:

Directors and Senior Management Team are expected to dedicate their best efforts to advancing the Company’s interests and to make decisions that affect the Company based on the Company’s best interests and independent of outside influences.

Company Property:

Directors and senior managers have a responsibility to safeguard and properly use Company assets and resources, as well as assets of other organizations that have been entrusted to the Company. Except as specifically authorized, Company assets, including Company equipment, materials, resources and proprietary information, must be used for Company business purposes only.

Confidential Information:

Directors and senior managers shall maintain the confidentiality of information entrusted to them by the Company. The Company’s confidential and proprietary information shall not be inappropriately disclosed or used for the personal gain or advantage of the director or anyone other than the Company.

Fair Dealing:

Directors and senior managers should endeavor to deal fairly with the Company’s Customers, Suppliers, Competitors and Employees and should never take unfair advantage of others through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice.

Compliance with Laws and Regulations:

The Company is committed to compliance with those acts, rules and regulations that govern the conduct of our business.

Securities Laws:

It is Company policy to make full, fair, accurate, timely and understandable disclosure in compliance with all applicable laws and regulations in all reports and documents that the Company files with, or submits to, the Securities and Exchange Board of India, the Stock Exchange, Registrar of Companies and in all other public communications made by the Company. Directors must abide by applicable Company policies and procedures designed to promote compliance with this policy.

Declarations to the Board:

A Board Member shall not take membership of more than such number of committees or act as Chairman of more than such number of committees across all companies as is prescribed under applicable law or provisions of Listing Agreement with Stock Exchanges. Every Board Member shall inform the Board of all such membership at the beginning of each financial year and also of every change as and when they take place.

The Board Members and the Senior Management team shall inform their equity holding in the company and any changes that may take place and shall not indulge in any trading of the securities of the company which would come within the purview of the Company’s Insider Trading Regulations. In case of any agreement or contract which is or shall be entered into by and between two corporate entities, in which a Director is interested, the Director shall forthwith draw the attention of the Board about the fact and shall not participate in the deliberations nor vote on the resolution relating to the same.

Insider Trading:

Directors and senior management personnel are prohibited by Company policy and the law from buying or selling securities of the Company when in possession of material Unpublished Price Sensitive Information. Passing such information on to someone who may buy or sell securities (tipping) is also illegal. The prohibition applies to Companies securities and to securities of other companies if you learn material Unpublished Price Sensitive Information about other companies, such as the Company’s customers or suppliers, in the course of duties for the Company. Directors are subject to additional requirements relating to reporting and effecting transactions in Company securities.


 

Anti-Corruption Laws:

The Company conducts its international business activities in compliance with applicable Anti-Corruption Act of the India and the laws of all other countries in which the Company conducts business. The Anti-Corruption Act prohibits the Company and its officers, employees and agents from giving or offering to give money or anything of value to a foreign official, a foreign political party, a party official or a candidate for political office in order to influence official acts or decisions of that person or entity, to obtain or retain business, or to secure any improper advantage. Directors and Senior Manager Personnel should not engage in any activity that might involve the Company in a violation of the Anti-Corruption Act.

Interacting with Government:

The various branches and levels of government have different laws restricting gifts, including meals, entertainment, transportation and lodging that may be provided to Government Officials and Government Employees. Directors and Senior Management Personnel’s should not offer to or pay for meals, travel, lodging or any other expenses for Government Officials in connection with the Company or Company business without first consulting with the Legal Counsel.

Non-Compliance:

Suspected violations of this Code must be reported to the Chairman of the Board or the Chairman of the Audit Committee. All reported violations will be appropriately investigated. Directors who violate this Code may be subject to sanctions, up to and including a request to resign as Director or the Board’s seeking removal of the Director, where permitted by applicable law.

A director charged with a violation of this Directors’ Code should not participate in a vote of the Committee or the Board concerning his/her alleged violation, but may be present at a meeting of the Board or Committee convened for that purpose.

Any waiver of this Directors’ Code must be approved by the Board of Directors and publicly disclosed as required by law or regulation.

No Rights Created:

This Directors’ Code sets forth guidelines for conduct for the Board of Directors and Senior Management Team. It is not intended to and does not create any rights in any director, officer, employee, client, supplier, competitor, shareholder or any other person or entity.

DUTIES OF INDEPENDENT DIRECTORS:

The Independent Director Shall-

  1. Undertake the appropriate induction and regularly update and refresh their skills,

Knowledge and familiarity with the Company.

 

  1. Seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice and opinion of outside experts at the expense of the company.

 

  1. Strive to attend all meetings of the Board of Directors and Board Committees of which He/ She is a Member.

 

  1. Participate constructively and actively in the committees of the Board in which they are chairpersons or members.

 

  1. Strive to attend the general meetings of the company.

 

  1. Where they have concerns about the running of the Company or a proposed action, ensure that these are addressed by the Board and, to the extent that they are not resolved, insist that their concerns are recorded in the minutes of the Board Meeting.

 

  1. Keep themselves well informed about the Company and the external environment in which it operates.

 

  1. Not to unfairly obstruct the functioning of an otherwise proper Board or committee of the Board.

 

  1. Pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure themselves that the same are in the interest of the company.

 

  1. Ascertain and ensure that the company has an adequate and functional vigil mechanism and to ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use.

 

  1. Report concerns about unethical behavior, actual or suspected fraud or violation of the company‘s code of conduct or ethics policy.

 

  1. acting within his authority, assist in protecting the legitimate interests of the company, shareholders and its employees

 

  1. Not disclose confidential information, including commercial secrets, technologies, advertising and sales promotion plans, unpublished price sensitive information, unless such disclosure is expressly approved by the Board or required by law.