DHAMPUR SUGAR MILLS LTD.
Investor Information > Code of Conduct

CODE OF CONDUCT & ETHICS FOR BOARD MEMBERS & PRINCIPAL EXECUTIVES

INTRODUCTION

The code of Ethics for Principal Executive and Board members helps to maintain the standards of business conduct for the company and ensure compliance with legal requirements. This code of conduct 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 is applicable to following persons :- (Referred to as officers)
  • Our principal executive officer, all professionals serving in the roles of finance, tax, accounting, purchase, treasury, internal audit and investor relations. Further, this includes all committee members, all members of the senior management i.e. departmental heads; the members of audit Committee
  • Board of Directors of the company.
(Officers should sign the acknowledgement form enclosed at the end of this code and return it to the Company Secretary indicating that they have received, read and understood and agree to comply with the code)

The word officer herein after includes Directors and other officers and professionals as mentioned above.

HONEST AND ETHICAL CONDUCT

We expect all the officers to act in accordance with the 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 at any other place where officers are representing the company.

We expect honest and ethical conduct that is free from fraud or deception and conforming to the accepted professional standards of conduct. Ethical conduct includes the ethical handling of actual or apparent conflicts of interest between personal and professional relationships.

CONFLICTS OF INTEREST

Officers must avoid any conflicts or appearance of any conflicts of interest between them and the company. Conflicts of Interest can, but are not limited to, occur when:
  • Officer’s personal interest is adverse to-or may appear to be adverse to the interest of the company as a whole
  • An Officer or a person closely related to director and officer receives improper personal benefits as results of his or her position as an officer of the company. An officer must keep himself or herself away from any decision of Boards involving another firm or company with which officer is affiliated.
Other examples of conflicts that officers must also avoid, may include:
  • Relationship of company with third parties:Officers should not receive any personal benefit from a person or firm which is seeking to do business or to retain business with the company, unless such a relationship is fully disclosed by the interested director and approved by the vote of the directors disinterested in the transaction.
  • Gifts:Officers should not offer, give or receive gifts to/from any person or entities that deal with the company, in those cases where any such gift is being made in order to influence an Officer’s actions for the company, or where acceptance of the gifts could create any appearance of a conflict of interest.
  • Personal use of Company assets:Officers should not use company assets, staff or information for personal use unless approved by the disinterested directors, or part of a compensation or expenses reimbursement program available to all Officers.
CORPORATE OPPORTUNITIES

Officers owe a duty to the company to accomplish its legitimate goals whenever the opportunity arises.

Officers also must not:
  • Take for themselves or their own companies or other companies with which they have a fiduciary relationship any opportunities that are discovered through the use of company property, Company information or position as an officer unless such opportunities are fully disclosed by the interested officers and approved by the vote of the disinterested officers.
  • Use the Company’s property or information or the officer’s position in the Company for personal gain: or
  • Compete with the company for business opportunities. However, if the Company’s disinterested officers determine in advance that the company will not pursue an opportunity that relates to the company’s business, the officer may then do so.
CONFIDENTIALITY

Officers also must maintain the confidentiality of information entrusted to them by the Company and any other non-public information relating to the company and it’s client that comes to them, from whatever source, in their capacity as an officer, except when disclosure is authorized or legally mandated.

COMPLIANCE WITH LAWS, RULES AND REGULATIONS

Officers also must comply with all Central, State and Local laws, rules and regulations relating to business of the company.

FAIR DEALING

Officers also must deal fairly with the company’s customers, suppliers, competitors and employees

ENCOURAGING THE REPORTING OF ANY ILLEGAL OR UNETHICAL BEHAVIOUR

Officers should also promote ethical behaviour and take steps to ensure that the company:
  • Encourages employees to report violations of laws, rules, regulations or the Company’s code of Ethics and Business Conduct to appropriate personnel.
  • Informs employees that the Company will not allow retaliation for reports made in good faith.
PROTECTION AND PROPER USE OF COMPANY’S ASSETS

All Officers must protect the Company’s assets and ensure their efficient use. All Company assets should be used only for legitimate business purposes.

ROLE, DUTIES AND RESPONSIBILITIES :

The role and duties of Independent Directors will be as required under the Companies Act, 2013 and the Listing Agreement with the Stock Exchanges, which shall inter-alia include:
  • a. To help in bringing an independent judgment to bear on the Board’s deliberations especially on issues of strategy, performance, risk management, resources, key appointments and standards of conduct;
  • b. To scrutinize the performance of management in meeting agreed goals and objectives and monitor the reporting of performance;
  • c. To safeguard the interests of all stakeholders, particularly the minority shareholders;
  • d. To act in accordance with the Company’s Articles of Association.
  • e. To act in good faith in order to promote the objects of the Company in the best interests of the Company, its employees, the Shareholders and the community.
  • f. To discharge your duties with due and reasonable care and diligence, skill and diligence and shall exercise independent judgment.
  • g. Not to achieve or attempt to achieve any undue gain or advantage either for yourself or for your relatives, partners or associates.
  • h. Not to assign your office as Director and such assignment, if occurs, shall be void.
ENFORCEMENT

The officers will review and investigate any allegation related to breach of company’s policy by any officer, with or without the participation of any officer who may be the subject of such report. Any Officer who is subject to such an allegation must respond to such allegation to the Board. If the Board determines that any such act represents a violation under the company’s code of Ethics, then appropriate action as determined by the majority of the disinterested officers will be taken.

WAIVERS

Any waiver from of Company’s code of ethics and Conduct may be made only by the Board of Directors and must be disclosed to the Company’s Shareholders.

AMENDMENT OF THE CODE

The provisions of the code can be amended/modified by the board of directors of the company from time to time and all such amendments/modifications shall take effect from the date stated therein.

PLACEMENT OF CODE ON WEB SITE

Pursuant to clause 49 of the Listing Agreement, this code and any amendment thereto shall be hosted on the website of the Company.

ANNUAL COMPLIANCE REPORTING
  • a. In term of Clause 49 of the Listing Agreement, all Board Members shall affirm compliance of this code within 30 days of close of each financial year. A draft of such affirmation is enclosed at the end of this code.
  • b. The Annual report of the company shall contain a declaration to this effect signed by the Chairman. The Annual Compliance Report shall be forwarded to the Company Secretary. If any Director/Senior management Personnel leaves the company any time during the financial year, he shall send a communication to Company Secretary affirming compliance of the Code till the date of his association with the company.
CONSEQUENCES OF NON-COMPLIANCE OF THIS CODE

In case of breach of this code, the same shall be considered by the Board of Directors for initiating appropriate action, as deemed necessary.