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Code of Conduct
for Directors and Senior Management Personnel
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Introduction
This Code sets forth the guiding principles on which the
Directors and members of the Senior Management of the Company
shall conduct themselves and discharge their responsibilities
towards the stakeholders, government and regulatory agencies,
customers, suppliers, society at large and all others with
whom the Company is connected. The Directors and members of
the Senior Management recognize that they are the trustees and
custodian of public money and in order to fulfill their
fiduciary obligations and responsibilities, they shall
maintain and continue to enjoy the trust and confidence of
public at large by rendering their duties in an efficient and
transparent manner.
This Code of Conduct (hereinafter referred to as "the Code")
has been framed and adopted by Artefact Projects Limited
(hereinafter referred to as "the Company") in compliance with
the provisions of Clause 49 of the Listing Agreements entered
into by the Company with the Stock Exchanges.
Applicability
The Code applies to the Members of Board of Directors
(hereinafter referred to as "Board Members) and Members of the
Senior Management Team of the Company one level below the
whole time Directors, viz. Business Heads, Team Leaders,
General Managers and all other executives having similar or
equivalent rank in the Company and the Company Secretary of
the Company (hereinafter referred to as "Senior Managers").
The Company Secretary shall be the Compliance Officer for the
purpose of this Code.
The Code shall come into force with effect from 1 April 2007
and future amendments / modifications shall take effect from
the date stated therein.
The Code shall be posted on the website of the Company.
Code of conduct
The Board Members and Senior Managers shall observe the
highest standards of ethical conduct and integrity and shall
work to the best of their ability and judgment.
The Board Members and the Senior Managers of the Company:
1) Shall maintain and help the Company in maintaining highest
degree of Corporate Governance practices.
2) Make best efforts to attend the Board, Committee, Members
and other Company meetings.
3) Make concerted efforts to share and enhance the knowledge
and information reserve in the Company.
4) Shall act in utmost good faith and exercise due care,
diligence and integrity in performing their office duties.
5) Shall ensure that they use the Company's assets,
properties, information and intellectual rights for official
purpose only or as per the terms of their appointment.
6) Shall not seek, accept or receive, directly or indirectly,
any gift, payments or favour in whatsoever form from Company's
business associates, which can be perceived as being given to
gain favour or dealing with the Company and shall ensure that
the Company's interests are never compromised.
7) Shall maintain confidentiality of information entrusted by
the Company or acquired during performance of their duties and
shall not use it for personal gain or advantage.
8) Shall not commit any offences involving morale turpitude or
any act contrary to law or opposed to the public policy.
9) Shall not communicate with any member of press or publicity
media or any other outside agency on matters concerning the
Company, except through the designated spokespersons or
authorised otherwise.
10) Shall not, without the prior approval of the Board or
Senior Management, as the case may be, accept employment or a
position of responsibility with any other organization for
remuneration or otherwise that are prejudicial to the
interests of the Company and shall not allow personal interest
to conflict with the interest of the Company.
11) Shall in conformity with applicable legal provisions
disclose personal and/ or financial interest in any business
dealings concerning the Company and shall declare information
about their relatives (spouse, dependent children and
dependent parents) including transactions, if any, entered
into with them.
12) Shall ensure compliance of the prescribed safety &
environment related norms and other applicable codes, laws,
rules, regulations and statutes, which if not complied with
may, otherwise, disqualify him/ her from his/ her association
with the Company.
13) Shall adopt total transparency in their dealings with the
Company
14) Help in establishment of the Company as Equal Opportunity
Employer.
15) Cooperate with the Company in discharging its social
responsibilities
16) Accept that they shall be accountable to the Board for
their actions, violations and defaults in their capacity as a
Director/member of the Senior Management of the Company, as
the case may be.
17) Shall ensure compliance with SEBI (Prohibition of Insider
Trading) Regulations, 1992 as also other regulations as may
become applicable to them from time to time.
Annual compliance reporting
Board Member and Senior Managers shall affirm compliance with
this Code on an annual basis as at the end of the each
financial year of the Company (as per Appendix I within 7 days
of the close of every financial year).
Acknowledgement of receipt of the
code
Each Board Members and Senior Managers both present and future
shall acknowledge receipt of the Code or any modification(s)
thereto, in the acknowledgement form annexed to this Code as
Appendix - II and forward the same to the Compliance Officer.
Any breach of the aforesaid Code brought to the notice of the
Compliance Officer or any member of the Board or Senior
Management shall be reported to the Board of Directors of the
Company for necessary action.
Appendix I
To
The Shareholders
Artefact Projects Limited
1st Floor, Bhiwapurkar Chambers,
Opp Yeshwant Stadium, Dhantoli,
Nagpur -12
DECLARATION UNDER CLAUSE 49 OF THE
LISTING AGREEMENT
Dear shareholders,
I, Manoj Shah, Chairman & Managing Director of the Company,
do hereby
declare that all the Board members & Senior Management
Personnel have affirmed compliance with the Code of Conduct.
For Artefact Projects Limited
Manoj Shah
Chairman & Managing Director
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