Code of Conduct


PREAMBLE

Shivalik Agro Poly Products Limited is committed to conducting its business in accordance with applicable laws, rules and regulations and the highest standards of business ethics and ethical conduct.

This Code of Conduct (Code) reflects the business practice and principles of behavior that support this commitment. The Board of Directors (the Board) and the Senior management are responsible for setting the standards of conduct contained in the Code and for updating these standards as appropriate to reflect legal and regulatory developments. The Code is intended to provide guidance and help in recognizing and dealing with ethical issues and to help foster a culture of honesty and accountability. Every Director and Senior management are expected to read and understand this Code and its application to the performance of his or her duties, functions and responsibilities.

Every Director and Senior Management must

(i) Represent the interests of the shareholders of the Company;
(ii) Exhibit high standards of integrity, commitment and independence of thought and judgment;
(iii) Dedicate adequate time, energy and attention to ensure the diligent performance of his/her duties including making all reasonable efforts to attend Board or Committee Meetings; and
(iv) Comply with every provision of this Code.

Any change in this code will be made only with the approval of the Board of Directors of the company.

APPLICABILITY
This Code is applicable to all the Directors of the Company and its Senior Management personnel which include all functional heads and any other management personnel with direct reporting to a Board member (hereinafter referred to as "Senior Management"). Each and every Director and Senior Management Personnel is expected to comply with the letter and spirit of this code, to the extent applicable to him.
COMPLIANCE OFFICER
The Company has designated Mr. B.L.Jain, Company Secretary, Compliance Officer to administer this Code.
COMPLIANCE WITH APPLICABLE LAWS
In the discharge of their duties and responsibilities, Directors and Senior management must comply with all applicable laws, rules and regulations. These would include securities laws, insider trading laws and the Company's insider trading compliance policies.
HONESTY, INTEGRITY & ETHICAL CONDUCT
Directors and Senior Management shall act in accordance with the highest standards of integrity, honesty, fairness and ethical conduct. Honest conduct means conduct that is free from fraud or deception. Integrity & ethical conduct includes ethical handling of actual or apparent conflicts of interest between personal and professional relationships.
CONFIDENTIALITY
The principle of honesty extends to issues of confidentiality of information. Directors and Senior Management are required to maintain the confidentiality of all material non-public information relating to the Company's business and affairs that they receive or become privy to in connection with the Company's business, except when disclosure is authorized or legally mandated. Confidential information includes all non-public information that might prejudice the ability of the Company to pursue its objectives, to be of use to competitors or harm the Company, if disclosed. Directors and Senior Management must not use confidential information for their own advantage or profit directly or indirectly.
CONFLICTS OF INTEREST

A conflict of interest exists where the interests or benefits of the Company are in conflict with those of a person/business entity. Directors and Senior Management are required to preserve, protect & promote the interests of the Company through their conduct and acts ensuring in the process that their personal interests and/or interests of their nominators would be sub-servient to the interests of the Company. In other words, the interest of the Company would be paramount for all concerned. Directors and Senior Management's duty to the Company demands that he/she avoids and discloses actual and apparent conflicts of interest. While the Code does not attempt, and indeed it would not be possible, to describe all conceivable conflicts of interest that could develop, the following are some examples of situations which may constitute conflicts of interest:

  • Working, in any capacity, for a competitor, customer, supplier or other third party while employed by the Company.
  • Competing with the Company for the purchase or sale of property, products, services or other interests.
  • Directing business to a supplier owned or managed by, or which employs, a relative or friend.
  • Receiving loans or guarantees of obligations as a result of one's position as a Director.
  • Accepting bribes, kickbacks or any other improper payments for services relating to the conduct of the business of the Company.
  • Accepting, or having a Member of a Director's family accept, a gift from persons or entities that deal with the Company, where the gift is being made in order to influence the Director's actions as a Member of the Board, or where acceptance of a gift could otherwise reasonably create the appearance of a conflict of interest.
  • It is a conflict of interest to serve as a Director of any other organization which is doing the similar business in which the Company is engaged. Directors & Senior Management must first obtain approval from the Company's Board of Directors before accepting a directorship of such an organization.
  • As a general rule, Whole time Directors & Senior Management should avoid conducting Company business with a relative, or with a business in which a relative is associated in any significant role. Relatives include parents, spouse and children.
  • Directors & Senior Management shall not exploit for their own personal gain the opportunities that are discovered through the use of corporate property, information or position, without prior full disclosure by them and consent thereupon from the Board of Directors of the Company.

Conflicts of interest may not always be clear-cut. Any question therefore about a Director's actual or potential conflict of interest with the Company should be brought promptly to the attention of the Chairman of the Board, who will review the question and determine a proper course of action, including whether consideration or action by the full Board is necessary.
INSIDER TRADING
Directors and Senior Management should observe all appli