| INTRODUCTION |
KLG CAPITAL SERVICES LIMITED is committed to conducting its business in accordance with applicable laws, rules and regulations and highest standard 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") is responsible for setting the standards of conduct contained in this Code and for updating these standards as appropriate to reflect legal and regulatory developments. This Code is intended to provide guidance and help in recognizing and dealing with ethical issues, provide a mechanism to report unethical conduct, and to help foster a culture of honesty and accountability. Each Director/Senior Management Personnel (as defined in Clause 49 of the Listing Agreement) of the Company shall comply with the provisions of this Code.
Each Director and Senior Management Personnel ("SMP") shall endeavour to take due care in the performance of his/her duties, be loyal to the Company and act in good faith, prudence and in the manner the Director and SMP reasonably believes to be in, or not opposed to the best interests of the Company.
Each Director and SMP shall represent the interest of the shareholders of the Company and exhibit high standard of personal and professional integrity, honesty and ethical conduct.
Every Director and SMP has a duty to safeguard the confidentiality of all critical information obtained during the course of his/her work in the Company. No Director or SMP shall use his/her position or knowledge about the Company or any price sensitive information to gain personal benefit or to provide benefit to any third party. They must be committed to transparency and fairness in dealing with all stakeholders and in ensuring adherence to all laws and regulations.
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The general principles of this Code are as follows:
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| COMPLIANCE OFFICER |
| The Company has appointed Compliance Officer to administer this Code. Directors and SMP, at their discretion, may make any report or complaint provided for in this Code to the Chairman of the Board of the Company or to the Compliance Officer. The Compliance Officer will refer complaints submitted to him to the Chairman of the Board. |
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| COMPLIANCE WITH APPLICABLE LAWS |
| In discharge of their duties and responsibilities, Directors and SMP must comply with all applicable laws, rules and regulations. They must abide by the policies and procedures that govern the conduct of the Company's business. They shall also help to create and maintain a culture of high ethical standards and commitment to compliance and maintain a congenial work environment. |
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| PROHIBITION ON TRADING ON INSIDE INFORMATION |
The Directors and SMP shall refrain from indulging in insider trading or dealing in the shares of the company.They shall strictly abide with all disclosure norms prescribed under the SEBI (Prohibition of Insider Trading) Regulations, 1992, as may be amended from time to time, and are prohibited from trading in the shares of the Company on the basis of unpublished price sensitive information.
The Directors and SMP shall not, under any circumstances, trade, encourage others to trade, or recommend securities while in the possession of inside information. |
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| CONFLICT OF INTEREST |
The Directors and SMP must avoid conflict of interest. While they should be free to make personal investments and enjoy social relations and normal business courtesies, they must not have any interest that adversely influences the performance of their duties, functions and responsibilities. A conflict of interest can arise when a Director or SMP or a member of their immediate family receives improper personal benefits as a result of their position as a Director or SMP of the Company. In case there is likely to be conflict of interest, they shall make full disclosure of all facts and circumstances thereof to the Chairman or Compliance Officer and a prior approval should be obtained before entering into such transaction.
An Employee, including the Executive Director of the Company, shall not accept a position of responsibility in any other Company or not-for-profit organization without specific approval.
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| The above shall not apply to (whether for remuneration or otherwise): |
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a) |
Nominations to the Boards of group companies, joint ventures or associate companies. |
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b) |
Memberships/positions of responsibility in educational/professional bodies, wherein such association will benefit the employee/Company. |
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c) |
Nominations/Memberships in Government/Trade Committees/Bodies or Organizations. |
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d) |
Exceptional circumstances, as determined by the competent authority. |
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Competent Authority, in this case shall be Chairman or Compliance Officer, who shall report such exceptional cases to the Board of Directors on a quarterly basis. |
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| CORPORATE OPPORTUNITY |
| Directors and SMP shall not: |
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a) |
compete with the Company; or |
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b) |
take for themselves personally any business opportunities that belong to the Company or are discovered through, the use of corporate property, information or position; or |
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c) |
use corporate property, information or position for personal gain. |
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| CONFIDENTIALITY |
All Directors and SMP must maintain the confidentiality of confidential information entrusted to them or disclosed or acquired by them in carrying out their duties and responsibilities, except where such disclosure is authorized by the Company or is required by laws, regulations and legal proceedings. The term "Confidential Information" includes, but is not limited to, non-public information that might be of use to competitors of the Company or harmful to the Company or its associates or which may be considered as price sensitive information by SEBI. Directors and SMP shall not use confidential information acquired in the course of their service as Directors and SMP for their personal advantage. They must safeguard the confidentiality of all information received by them by virtue of their position.
The Company shall sign a non-disclosure agreement with the third parties to support confidentiality of information, wherever necessary. |
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| FAIR DEALINGS |
| The Directors and SMP should endeavour to deal fairly with the Company's customers, suppliers, competitors, officers and employees. They should not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice. Gifts or entertainment in any form that is likely to result in a feeling of expectation of personal obligation should not be extended or accepted. |
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| PROTECTION AND PROPER USE OF COMPANY ASSETS |
| The Directors and SMP should perform their duties in a manner that protect the Company's assets and property and ensures their efficient use. The Company's assets and property should only be used for legitimate business purposes and not for the personal gains of Directors and SMP. |
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| REPORTING ANY IILEGAL AND UNETHICAL BEHAVIOUR |
| The Directors and SMP are encouraged promptly to contact the Chairman of the Board or the Compliance Officer if it is believed that he or she has observed illegal or unethical behavior by an Employee, Officer or Director, or by any one purporting to be acting on the Company's behalf or any violation or possible violation of this Code and the reporting person has any doubt as to the best course of action in a particular situation. Confidentiality will be maintained, to the extent permitted by law. |
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| PUBLIC COMPANY REPORTING |
| As a public Company, it is of critical importance that the Company's filing with the Securitites and Exchange Board of India, The Reserve Bank of India, the concerned Stock Exchange(s) on which the security of the Company are or may be listed, Registrar of Companies and with any other Authorities, be full, fair, accurate, timely and understandable. The Directors and SMP shall provide information necessary to ensure that the Company's published reports meet this requirement. The Company expects Directors and SMP to provide prompt and accurate answer to enquires relating to its public disclosure requirement. |
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| SHAREHOLDERS |
| The Company shall be committed to enhancing shareholder value and complying with all the laws and regulations that govern shareholder rights. The Board of Directors of the Company and SMP shall duly and fairly inform its shareholders about all relevant aspects of the Company's business and disclose such information in accordance with relevant regulations and agreements. |
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| EMPLOYEES |
| The Directors and SMP should respect each and every employee of the Company, treat each of them in fair and equitable manner, respect their privacy and maintain non-discriminatory approach. They shall also strive to provide a safe, healthy and clean working environment for the employees. |
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| COMPLIANCE WITH THE CODE OF CONDUCT |
| The Directors and SMP shall be responsible for the implementation of and compliance with this Code of Conduct. Violation of this Code will result in disciplinary action. The Chairman or the Compliance Officer shall determine appropriate action in response to violations of this Code. |
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| DECLARATION |
| The Directors and SMP shall sign and submit the annual declaration before April 30 of every year, affirming compliance with the provisions of this Code. |
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| OTHER LAWS |
| This Code of Conduct shall be in addition to all the applicable laws, rules and regulations and Company policies and procedures that may be laid from time to time. |
