Vaswani Industries Ltd.

Vaswani Industries Ltd.

Code Of Conduct For Board Members And Senior Management


This code of conduct is applicable to all the Directors on the Board (Board) of VASWANI INDUSTRIES LIMITED, hereinafter referred to as the 'Company' and also to the senior functionaries of the Company, i.e., Company Secretary and all the Functional Heads of the Company 'hereinafter referred to as 'Senior Management'.

General Principles

The underlying principles are defining the code of conduct of the members of the Board and the Senior Management is to:

Help maintain the standards of Business conduct in line with the stated values of the company.
Help members in striving to perform their duties according to the highest ethical standards of honesty, integrity, accountability, confidentiality and independence.
Not enter into, without the prior approval of the disinterested members of the Board, any such transaction or relationship with the Company in which they have a financial or personal interest (either directly or indirectly, such as through a family member or other person or organization with which they are associated), or any transaction or situation which otherwise involves a conflict of interest.
Maintain the confidentiality of all material non-public information about the Company, it's business and affairs and make no use of it other than for furtherance of Company's interest. Abide by all applicable Laws and Regulations including Company's Insider Trading Code. Ensure compliance with the legal requirements, specifically Clause 49 (1)(D) of the Listing Agreement.
Duty to Attend Board/ Committee Meetings
Active participation in the Business of the Company
Duty to Review Certain Reports/Compliance
Duties of Independent Directors as laid down in the Companies Act, 2013
Conflicts of Interest
While performing their duties, the Directors will carry out their responsibilities to the exclusion of any personal advantage, benefit or interest.

Continuous Disclosures: Under the Company law, listing agreements, and other applicable laws Directors are required to disclose certain information to the Company at regular intervals or as and when some development takes place in the previous disclosures made by the directors. A summary of such disclosure requirements is as under:

Fair Dealing: Each subject should endeavor to respect the rights of and deal fairly with other subjects and other employees of the Company. No subject should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.

No gift or entertainment should ever be offered, given, provided or accepted by any subject to the fellow subject or any other Company employee, family member of an employee or agent unless it: (1) is not a cash gift, (2) is consistent with customary practices whether business, trade or otherwise, (3) is not excessive in value, (4) cannot be construed as a bribe or payoff and (5) does not violate any laws or regulations. Any prohibited gift can only be made under disclosure to and with permission of Board of Directors.

Discrimination and Harassment: Company believes in providing equal opportunity to all the employees in every aspect of employment. Any discrimination against any employee whether based on gender, region, community or religion or harassment or derogatory comments against any employees will be seriously viewed and will be subject to disciplinary action and might entail termination of employment.

Penalties Note: In case there is conflict of law with this code, subjects must comply with the law. In case local custom or practice conflicts with this code, than subjects are required to comply with this code.

Note: The Code has been drafted in Broad and General form to cover wide variety of situations. Therefore subjects are expected to interpret the code in its true letter and spirit and avoid improper behavior.

Designed by 3G Solutions.