Binani Cement Limited (“the Company”) 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”) is 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 is expected to read and understand this Code and its application to the performance of his or her duties, functions and responsibilities.
Every Director must –
The Company has designated Company Secretary, as its Compliance Officer to administer this Code. Directors, 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 the Chairman of the Board.
In the discharge of their duties and responsibilities, Directors 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.
Directors must avoid conflicts of interest. Directors should also be mindful of, and seek to avoid, conduct which could reasonably be construed as creating an appearance of a conflict of interest. While Directors should be free to make personal investments and enjoy social relations and normal business courtesies, they must not have any interests that adversely influence the performance of their duties, functions and responsibilities as Directors of the Company. A conflict of interest can arise when a Director or a member of his immediate family receives improper personal benefits as a result of his or her position as a Director of the Company. A conflict situation can also arise when a Director takes an action or has an interest that may make it difficult for him or her to perform his or her duties, functions and responsibilities objectively and effectively.
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:
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. Directors involved in any conflict or potential conflict situations shall recuse themselves from any discussion or decision relating thereto.
Directors shall not –
All Directors 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 disclosure is authorised by the Company or is required by laws, regulations or 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 customers, if disclosed. Whenever feasible, Directors should consult the Chairman of the Board or the Compliance Officer if they believe they have a legal obligation to disclose confidential information.
Directors should endeavour to deal fairly with the Company’s customers, suppliers, competitors, officers and employees. No Director may take unfair advantage of the Company’s customers, suppliers, competitors or employees 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.
Directors should perform their duties in a manner that protects the Company’s assets and ensures their efficient use. Company assets should be used for legitimate business purposes.
Directors are encouraged to promptly contact the Chairman of the Board or the Compliance Officer if the Director believes that he or she has observed illegal or unethical behaviour by any 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 Director has any doubt as to the best course of action in a particular situation. Confidentiality will be maintained, to the extent permitted by law.
As a public company, it is of critical importance that the Company’s filings with the Securities and Exchange Board of India, the Reserve Bank of India and/or the concerned Stock Exchange(s) on which the securities of the Company are or may be listed be full, fair, accurate, timely and understandable. Directors may be requested to provide information necessary to ensure that the Company’s published reports meet these requirements. The Company expects Directors to provide prompt and accurate answers to enquiries relating to its public disclosure requirements.
This Code may be amended, modified or waived only by the Company’s Board of Directors and must be publicly disclosed if required by any applicable law or regulation. As a general policy, the Board will not grant waivers to the Code.
Integrity comes from action, not words. Unyielding personal integrity is the foundation of corporate integrity.Binani Cement Limited aims to create an environment that allows individuals to excel, be creative, take initiative, seek new ways to solve problems, generate opportunities, be accountable for our actions and be recognized for our contribution and teamwork.Binani Cement Limited’s commitment to ethical and lawful business conduct is a fundamental shared value of its board of directors, management and employees and critical to the company’s success. These standards for business conduct provide that the senior management will uphold ethical and legal standards vigorously as the company pursues its financial goals, and that honesty and integrity will not be compromised anywhere at any time. Consistent with these principles, the company’s board adopts this code of conduct as a guide to the high ethical and
legal standards expected of the senior management. These standards are not voluntary but mandatory.
Senior management has been defined under clause 49(I)(D) of the Listing Agreement to include personnel of the company who are members of its core management team excluding Board of Directors, comprising all members of management one level below the executive directors, including all functional heads executive committee members and all executives upto rank of General Managers in the Company.
1.Our Value System
No code or policy can anticipate every situation that may arise. Accordingly, this code is intended to serve as a source of guiding principles. The paramount principles are:
3.Our personal responsibilities
3.1 Role models
People who lead others need to be ethical role models for employees and foster an environment of trust and co-operation by
3.2 Critical role
We are expected to demonstrate our personal commitment to the company’s standards of behaviour and manage their employees according to the standards. We must maintain a workplace environment that ensures compliance with our code of conduct and ethics. We should develop our subordinates’ capabilities to perform and in course of time to lead.
3.3 Reporting with integrity
We place great importance on the accuracy and completeness of the financial information we report and are committed to preserving its integrity. Our financial, accounting, and other reports and records,
including the periodic reports to the stock exchanges, must fairly, accurately and completely reflect all transactions and the financial condition of the company. Disclosures in our financial statements will also be timely and understandable. In addition, we also comply with required statutory accounting practices as well as any governmental regulations in the countries and localities where we do business.
3.4 Adherence to Insider Trading Regulations
We are committed to adhere to SEBI (Prohibition of Insider Trading Regulations). We will keep the company informed about the purchase and sale of company’s shares. We strictly abstain from dealing in
company’ shares when the trading window is closed prior to board meetings. We also make periodical report to the compliance officer about our shareholdings.We will not divulge any price sensitive information to our family members or friends. We will also not indulge in short term speculative deals in
3.5 Avoidance of conflict of interest
We should avoid putting ourselves or any of our family members in any situation that would create conflict between personal interests and the interest of the company. We shall inter alia avoid the following:
3.6 Legal compliance
We are committed to obey all the applicable laws, rules and regulations wherever we do business in the world. Proper employee conduct ensures that all laws are obeyed and that all conduct is ethical and above reproach.
The following principles shall guide our day-to-day behavior:
3.7 Respect the individual
As a company, we recognize the dignity of the individual. We respect each employee. In return, we expect that employees will not:
4.Our workplace responsibilities
4.1 Safe workplace
We must provide clean workplace as per the company standards. The workplace must be free from safety or health hazards or disease, and it should be ensured that the operational hazards are controlled to accepted levels.
4.2 Safeguard company’s property
We will make efficient and proper use of assets and resources including proprietary information, technology data, software, land, buildings, equipment, inventories and cash. We will use the company’s assets for legitimate business purposes only.
4.3 Information systems
Any information put in the system is company’s property, and no employee has any privacy rights to this information. When we use these systems, we consent to the company monitoring and auditing what we put on it and how we use the internet. The following are considered misuse and abuse of our information systems:
4.4 Confidentiality of information
We treat the company’s information confidentially irrespective of its nature be it financial or operating results, business or marketing plans, sales or promotional activity, advertising plans or expenditures, customer lists, new products, product research, price changes, mergers or acquisitions, securities offerings, management changes, or trade secrets. We will honour this confidentiality while in service and even after retirement.
5.Market place responsibilities
5.1 Customer expectations
We will provide value added products and services that meet or exceed customers’ expectations for quality, integrity and reliability. We will satisfy our customers’ specifications or other requirements well on time deliveries.
5.2 Relationship with suppliers
We will build long-term relationships with our suppliers. We will provide fair and open information and instructions to each competing supplier.
6.Protection of environment
Our company is committed to environmental excellence in the design, manufacture, distribution, recycling and disposal of our products. We abide by all health, safety and environmental laws and regulations applicable wherever the company operates. In all cases, at a minimum, we will:
Binani Cement Limited expects its senior management to live up to these guidelines embedded in this code of conduct. Where there is no stated guideline in the code, it would be the responsibility of each member of the senior management team to apply judgement, together with his personal ethical standards, in making business decisions for the company.
The Company has designated, Company Secretary, as its Compliance Officer to administer this Code.