Vaarad Ventures Code of Conduct
1. Introduction:The Board of Directors of the Company has adopted the following Code of Conduct in terms of the provisions of the Companies Act, 2013 and Listing Agreement with stock exchanges. This Code of Conduct (hereinafter referred to as ‘Code’) shall be called as ‘Vaarad Ventures Code of Conduct ‘
2. Applicability: The Code shall be applicable to:
(i) Directors of Vaarad Ventures Limited and
(ii) Members of the Senior Management of the Company (i.e. one level below the executive directors, including all functional heads).
3. Effective Date: The Code comes into effect from 1st April 2014.
4. The Code: The Directors and members of the Senior Management of the Company agree to abide by the following Code of Conduct:
§ Make best efforts to attend the Board, Committee, Members and other Company meetings. § Always adhere and confirm to all statutory and mandatory laws, rules, regulations, bye laws as may be applicable to the Company.
§ Make concerted efforts to share and enhance the knowledge and information reserve in the Company.
§ Ensure the security of all Confidential information belonging to the Company in every possible manner.
§ Be honest and fair in their dealing with Government authorities, stakeholders, customers, suppliers, service providers and business partners.
§ Not to be associated in any way, directly or indirectly, with the competitors of the Company while on Board or employment of the Company.
§ Not to derive personal benefit or undue advantages (financial or otherwise) by virtue of their position or relationship with the Company and for this purpose:
(i) shall adopt total transparency in their dealings with the Company
(ii) shall disclose full details of any direct or indirect personal interests in dealings/transactions with the Company
(iii) shall not be a party to transactions or decisions involving conflict between their personal interest and the Company’s interest.
§ Do not accept or derive any personal gratification from suppliers, service providers, business partners or any other agency in their dealings with them.
§ Help in establishment of the Company as Equal Opportunity Employer.
§ Cooperate with the Company in discharging its social responsibilities
§ Not to conduct themselves in a manner that harms or adversely affects the reputation of the Company in any way.
§ The board will work jointly in implementing appropriate internal control, risk management and financial and accounting control systems in the Company which are commensurate with its size. The Board will also ensure effectiveness of the same.
Familiarisation Programme For Independent Directors
(In terms of Clause 49 of the Listing Agreement)
The Board of Directors of the Company are inducted through the company’s website and special documentation prepared for them to inform them to get abreast with the company policies, strategy and stage of company projects. Experts are invited to inform directors and resolve queries as and when required for the company’s projects. Thus, the board is provided every opportunity to assure themselves of the companies activities and projects.
The new directors are provided with the following documents for their induction:
1. Memorandum and Articles of Association
2. Annual Reports of the last five years of the company
3. Presentations made to investors
4. Budget for the forthcoming year
5. Management Information reports for the quarter ended
6. Code Of Conduct for Directors (esp. Independent Directors)
7. List of Key Managerial Personnel of the Organization
8. Access to Secretarial Auditor and Internal Auditor reports
9. Registers maintained by the Company
10. List of proposals the Company considers entering into
Tems and Conditions Of Independent Directors:
1. Independent Directors will submit a declaration in the beginning of every financial year under section 149 (7) of the Act during their tenure stating that they meet the criteria of independence.
2. Independent Directors will submit a disclosure of interest in other Companies &/ Corporations at the beginning of every financial year under section 184 of the Act and during the year as well to intimate the Company of any changes thereon.
3. Independent directors of the Company will ensure that, the number of companies in which they hold office as a director or a chairman or committee member will not exceed the limit stipulated under the Act and the listing agreement.
4. Independent directors of the Company will ensure that they do not get disqualified to act as a director pursuant to the provisions of section 164 of the Act.
5. Independent directors of the Company will ensure compliance with other provisions of the Act and the listing agreement as applicable to you as an independent director.
6. Independent Directors will extend cooperation during their performance evaluation by the nomination and remuneration committee on regular basis.
7. Independent Directors will abide by the Guidelines of professional conduct, Role, Function and Duties as an independent director as provided in Schedule IV of the Companies Act, 2013 and the Code of Conduct detailed herein which is applicable to all directors.
8. Independent Directors will not hold office as a director or any other office in a competing firm/entity.
5. Confidentiality :
During your tenure, You will have access to confidential information, whether or not the information is marked or designated as “confidential” or “proprietary”, relating to the Corporation and its business including legal, financial, technical, commercial, marketing and business related records, data, documents, reports, etc., client information and intellectual property rights including trade secrets (“Confidential Information”).You shall use reasonable efforts to keep confidential and to not disclose to any third party, such Confidential Information.If any Confidential Information is required to be disclosed by you in response to any summons or in connection with any litigation, or in order to comply with any applicable law, order, regulation or ruling, then any such disclosure should be, to the extent possible, with the prior consent of the Board.
6. Placement of the Code on website:
As required by clause 49 of the listing agreement this code and any amendment thereto shall be posted on the website of the company.
7. Consequences of Non – Compliance of this code:
In case of breach of this code, the same shall be dealt with by the Board of Directors for initiating appropriate action, as deemed necessary.
8. No Rights Created:
This code of conduct is a statement of certain fundamental principles, ethics, values,policies and procedures that govern the Directors and Senior Management Personnel of the Company in the conduct of the Company's business. It is not intended to and does not create any rights in any employee, customer, client, supplier, competitor, shareholder or any other person or entity.