The Companywas incorporated on 01st February, 1995 as Prraneta IndustriesLimited. Subsequently on 01st November, 2011 it has changed its nameto Aadhaar Ventures.
The Code of Conduct For Board Members and Senior Management Personnel
1. Introduction
1.1 ThisCode shall be called “The Code of Business Conduct & Ethics for BoardMembers
and Senior Management” of India Trade Promotion Organization AadhaarVentures India
Limited.
1.2 Thepurpose of this code is to reflect business and principles of behavior of
theBoard Members and senior management Personnel in affirming their commitment
toGood Governance in line with the Company’s philosophy on Corporate Governance.
1.3 ThisCode has been framed specifically in compliance with the provisions of
Clause49 of the Listing Agreement with Stock Exchanges. However, the
FunctionalDirectors and Senior Management personnel will continue to be governed by
theCompany’s Discipline Rules which govern the conduct of all employees of
theCompany.
1.4 It shall come into force with effect from1st day of January 2012.
2. Definitionsand Interpretations
2.1 Theterm “Board Members” shall mean Directors on the Board of Directors of
theCompany.
2.2 Theterm “Whole-time Directors” or “Functional Directors” shall be the Directors
onthe Board of Directors of the Company who are in whole-time employment of
thecompany.
2.3 Theterm “Part-time Directors” shall mean Directors on the Board of Directors
ofthe company who are not in whole-time employment of the company.
2.4 Theterm “Relative” shall have the same meaning as defined in Section 6 of
theCompanies Act, 1956. (Refer Appendix-I).
2.5 Theterm “Senior Management” shall mean personnel of the Company who are members
ofits core management team excluding Board of Directors and would comprise
allmembers of management one level below the Whole time Directors, including
allfunctional heads.
3. Applicability
3.1 This code shall applicable to thefollowing personnel:
a) AllWhole-time Directors including the Chairman & Managing Director of
theCompany
b) AllPart-time Directors including Independent Directors under the provisions
oflaw.
c) SeniorManagement.
3.2 TheWhole-time Directors and Senior Management should continue to comply with
otherapplicable/to be applicable policies, rules and procedures of the Company.
4. Key Requirements
The Board Members and Senior Management Personnel must act within the authority
conferred upon them and in the best interests of the company and observe the
following code of conduct:
i. Shallact in accordance with the highest standard of honesty, integrity, fairness
andethical conduct while working for the Company as well representing the
Companywithout allowing their independent judgment to be subordinated and fulfill
thefiduciary obligations
ii. Shallnot involve themselves in making any decision on a subject.
matter in which a conflict of interestarises or could arise, between the personal
interest and the interest of theCompany. In the event of apprehending ofsuch
conflict of interest, the relevant facts shall be disclosed in writingexplaining the
circumstances that create or could create the conflicts ofinterest to:
(a) Board of Directors in case of Directors(whole-time & part time) and
(b) Chairman in case of Senior Management Personnel for further directions in the
matter.
5. Enforcement of Code of Conduct
· (i)Compliance Officer of the Company shall be the Compliance Officer for
thepurpose of this code.
· (ii)Each Board Member and Senior Management Personnel shall be accountable
forfully complying with this code.
· (iii)Compliance Officer shall report breach of this code, if any, which comes to
hisnotice to the:
i. (a) Board incase of all Board Members and
ii. (b) Chairman incase of Senior Management Personnel
· (iv)All Board Members and Senior Management Personnel shall be subject to
anyinternal or external investigation of possible violations of this code. The
Company shall ensure confidentiality andprotection to any person who has, in good
faith, reported a violation or asuspected violation of law, of this code or other
Company policies, or againstany person who is assisting in any investigation or
process with respect tosuch a violation.
· (v)Penalty for breach of this code by Senior Management Personnel shall
bedetermined by the Chairman. In case ofbreach of this code by the Whole-time
Directors and/or Part-time Directors, thesame shall be examined by the
Board.
· (vi)Penalty may include serious disciplinary action, removal from office
anddismissal as well as other remedies, including recommendations for any of
theabove penalty, to the extent permitted by law and as considered appropriateunder
the circumstances.
7. Insertion of the code in website
SGLis a listed company this code and any amendments thereto shall be posted on thewebsite of the Company.
8. Affirmation of compliance of the code
AllBoard members and Senior Management Personnel shall within 30 days of close ofevery financial year affirm compliance with the Code. The Annual Compliance Report shall beforwarded to the Compliance Officer of the Company.
9. Acknowledgement of receipt of the code
AllBoard Members and Senior Management Personnel shall acknowledge the receipt ofthis code in the acknowledgement form indicating that they have received, readand understood, and agreed to comply with the code and send the same to theCompliance Officer. Upon revision of this code, the Board Members and SeniorManagement Personnel shall acknowledge and execute an understanding of the Codeand an agreement to comply. NewDirectors will sign such a deed at the time when their directorship begins.