BROKER NORMS - CODE OF CONDUCT
CODE OF CONDUCT FOR BOARD MEMBERS AND SENIOR MANAGEMENT
This Code of Conduct shall be applicable to all Board Members and also to Senior Management
Staff immediately one level below the Board Members of TradingBells. The
code shall come into force with effect from the 31st day of October, 2005.
A. Key Requirements of the Code
The Board Members and the Senior Management team of TradingBells shall act
within the authority conferred upon them, keeping the best interests of the Company in view and
observe the following:
1. Shall act in accordance with the highest standard of personal and professional integrity,
honesty and ethical conduct in discharge of duties and responsibilities.
2. Shall act in utmost good faith and fulfill the fiduciary obligations without allowing their
independence of judgment to be compromised.
3. Shall avoid and disclose actual and apparent conflicts of personal interest with the interests of
the Company and to disclose all contractual interest, whether directly or indirectly, with the
Company.
4. Shall not, in his official capacity, enter into business with (a) a relative or (b) a Private Limited
Company in which he or his relative is a Member or a Director (c) a Public Limited Company in
which he or his relative holds 2% or more paid-up share capital and (d) with a firm in which the
relative is a partner, except with the prior approval of the Board unless otherwise permitted by
law.
5. Shall avoid having any personal and/or financial interest in any business dealings concerning
the Company.
6. Shall avoid any dealing with a Contractor or Supplier that compromises the ability to transact
business on a professional, impartial and competitive basis or that may influence discretionary
decision to be made by the Board Members / Company.
7. Shall not hold any position or job or engage in outside business or other interest that is
prejudicial to the interests of the Company.
8. Shall not exploit for their own personal gain, opportunities that are discovered through use of
corporate property, information or position, unless the opportunity is disclosed fully in writing to
the Board of Directors of the Company and the Board declines to pursue such opportunity and
allow him to avail such opportunity.
9. Shall not accept any offer, payment or anything of value from customers, vendors, consultants
etc. that is perceived as intended, directly or indirectly, to influence any business decision.
10. Shall not make any statement which has the effect of adverse criticism of any policy or action
of the Company or which is capable of embarrassing the relations between the Company and the
public including all the stakeholders. Provided that nothing in this clause shall apply to any
statement made or views expressed by a Board Member, which are purely factual in nature and
are not considered as confidential, in his official capacity or in due performance of the duties
assigned to him.
11. Shall not commit any offence involving moral turpitude.
12. Shall not compete, whether directly or indirectly with the Company.
13. Shall promote professionalism in the Company.
14. Shall maintain confidentiality of the Company’s business.
15. Shall not charge personal expenses to the Company.
16. Shall inform the Company immediately about emergency situation that may disqualify him
from Directorship.
B. Compliance of Law
The Board members and the Senior Management personnel shall acquire appropriate knowledge
of the legal requirements relating to their duties sufficient to enable them to recognize potential
dangers and to know when to seek advice from the Finance and Secretarial and Legal department
and shall comply with all laws, rules and regulations applicable to the business of the company.
C. Prevention of Insider Trading
The Board Members and the Senior Management team shall comply with the Code of Internal
Procedures and conduct for prevention of Insider Trading in dealing with securities of the
Company.
D. Protection of Assets
The Board Members and the Senior Management team shall protect the Company’s assets
including physical assets, information and intellectual rights and shall not use the same for
personal gain.
E. Conduct of Business
The Board Members and the Senior Management team shall conduct the Company’s business in
an efficient and transparent manner and in meeting its obligations to shareholders and other
stakeholders The Board Members and the Senior Management team shall not be involved in any
activity that would have any adverse effect on the objectives of the Company or against national
interest. The corporate objectives to be pursued shall be to sustain the competitive edge of the
company and not to indulge in any activity which is detrimental to the society at large.
F. Reporting
The Directors and the Senior Management team shall immediately bring to the notice of the
Board about any unethical behavior, actual or suspected fraud or violation of company’s policies.
G. Insertion of the Code in website
As required by clause 49 of the listing agreement this code and any amendments thereto shall be
posted on the website of the Company.
H. Compliance Officer
Mr. Anil Nyati, Executive Director shall be the Compliance Officer for the purpose of this code.
I. Acknowledgement of receipt and Affirmation of compliance with the Code
All the board members and the senior management team shall furnish to the compliance officer,
their acknowledgement of the receipt of the code in the format prescribed under Appendix I to
this code and shall within 30 days of close of every financial year affirm compliance with the
code in the format prescribed under Appendix II to this code.
J. Violations of the code
Any violations of this code shall be promptly brought to the notice of (a) the Board of Directors
in case any such violation is on the part of a board member and (b) the Chairman & Managing
Director of the company in case the violation is on part of any senior management personnel, by
the Compliance officer. The Board of Directors or the Chairman & Managing Director of the
company, as the case may be shall upon receipt of report of any violation, take such action as is
deemed appropriate in the interests of the company.
K. Waivers And Amendments of the Code
Any amendment or waiver of any provision of this code can be made only by the Board of
Directors and shall promptly be disclosed on the company’s website and in applicable regulatory
filings pursuant to applicable laws and regulations, together with details about the nature of the
amendment or waiver.
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