Code of Conduct

CODE OF BUSINESS CONDUCT & ETHICS FOR
DIRECTORS AND SENIOR MANAGEMENT

INTRODUCTIONS

The Company Anant Raj Industries Limited having its registered office at 85.2 K.M Stone, Delhi Jaipur Highway, Village Bhudla, Rewari Haryana, is associated with the manufacturing of ceramic tiles under the brand name ‘Romano’ and is a leading player in the development of IT centric infrastructural facilities, service apartments and commercial spaces in the country.

The Company is committed for conducting its business in accordance with the highest standards of business ethics and complying with applicable laws, rules and regulations of India and any other country which is applicable to the Company in the due course of his business.

The Company believes that a good corporate governance structure would not only encourage value creation but also provide accountability and control systems commensurate with the risks involved. The purpose of the Code is to deter wrongdoing and promote ethical conduct. The matters covered in this Code are of utmost importance to the Company, our shareholders and our business partners. Further, these are essential so that we can conduct our business in accordance with our stated values.

The Code is applicable to the Board of Directors, Principal Executive Officer(s), Principal Financial Officer(s), accounting officer(s), professionals serving in the roles of finance, tax, accounting, purchase, treasury, internal audit, financial analyst and investor relations. Further, this includes all disclosure committee members, all members of the senior management, the members of the audit committee, and member’s of the board of AnantRaj Industries Limited.

The ethical business standards and conduct is critical to the business of the Company. The employees are expected to read and understand this Code, uphold these standards in day-to-day activities, and comply with all applicable laws, rules and regulations, code of conduct of Anant Raj Industries Limited; and all applicable policies and procedures adopted by the Company that govern the conduct of its employees.

The principles described in this Code are general in nature, all the employees should review the Company’s other applicable policies and procedures for more specific instruction. They may contact the Company Secretary, if they have any questions related to the Code of Conduct.
 

1. COMPLIANCE WITH APPLICABLE LAW
   
   The compliance with the Code of Conduct is critical to the business. The Company is committed to comply with all applicable laws, rules, regulations and guidelines in every jurisdiction where it operates. As an employee and responsible person of the Company it is your responsibility to respect and adhere to the Code of Conduct.
   
   It is therefore desirable that Directors / Senior Management possess / acquire appropriate knowledge of the legal requirements relating to their roles and duties to enable them to be in compliance thereof and to recognize potential risks.
   
   Directors / Senior Management shall ensure due compliance for every activity undertaken under their supervision and authority.
   
   Directors / Senior Management shall extend full co-operation to regulatory authorities, and disclose information as may be required.
    

2. CONFLICT OF INTEREST
   
   (a) The term "conflict of interest" pertains to situations in which personal financial or other consideration(s) may compromise, or have the appearance of compromising the professional judgement of Directors / Senior Management. A conflict of interest exists where the interests or benefits of Directors or Senior Management or of people or entities related to them conflicts with the interests or benefits of the Company.
   
   (b) Directors / Senior Management are prohibited from engaging in any activity that interferes with the performance or discharge of responsibilities towards the Company or is otherwise in conflict with the interest or prejudicial to the Company.
   
   (c ) In addition to mandatory disclosures all Non-Executive and Independent Directors shall disclose their association with any other Company which, in their judgement, may lead to conflict of interest with the Company. All other Directors / Senior Management are required to obtain approval from the Company’s Corporate Governance Committee before accepting any other directorship / assignment in any company other than Anant Raj’s Group Companies, Subsidiaries, Associates etc.
   
   (d) Directors / Senior Management are free to make personal investments and enjoy social relations and normal business courtesies. They should however ensure that such interests do not directly or indirectly influence the performance of their responsibilities.
   
   (e) Directors / Senior Management are advised to avoid conducting the Company’s business with a relative, or with a business in which a relative is associated in any significant role.
   
   (f) If there are any transactions proposed with such related parties within the knowledge of Directors / Senior Management, they must report the same to the Compliance Officer. If determined to be material to the Company, the transactions shall be placed before the Audit Committee for review. Any dealings with a related party must be conducted on an arms length basis and on commercial terms and no preferential treatment shall be given.
   
   (g) If a proposed transaction or situation raises any question or doubts, General Manager-Finance, or the Company Secretary, should be consulted.
   
   (h) Holding or contesting an election for any political post by Executive Directors and Senior Management is discouraged as it could interfere with the performance and discharge of responsibilities towards the Company. If any Executive Director / Senior Management decides to consider a political post, the same shall be disclosed to the Corporate Governance Committee. The Committee shall consider whether the acceptance of such a post is in any manner prejudicial to the interests of the Company and make appropriate recommendations to the Board.
   
   (i) Because other conflicts of interest may arise, it would be impractical to attempt to list all possible situations. If a proposed transaction or situation raises any questions or doubts, Officers must consult the General Manager – Finance or the Company Secretary.
    

3. CONDUCT OF BUSINESS RELATIONSHIPS
   
   The Company expects all its business to be conducted in a legal and ethical manner. The quality of products and the efficiency of services at competitive prices will be the biggest tool for marketing activities. Profits by no means justify use of unfair / unethical business practices.
   
   Directors / Senior Management shall not make any promises or commitments that the Company does not intend or would not be able to honour. Also, they should not be engaged, directly or indirectly, in any act, dealing or conduct likely to bring discredit to the Company.
   
   Directors / Senior Management must uphold the highest standards of integrity and ethics in every kind of third party dealings. They shall not give, offer, or authorize the offer, directly or indirectly, of anything of value (tangible or intangible) to any third party to obtain any improper advantage.
   
   A contribution or entertainment shall not be offered to anyone in the course of business that might create the appearance of an impropriety. However some modest and acceptable corporate gifts etc. appropriate to give in the normal course of business practice may be acceptable.
    

4. PROTECTION & PROPER USE OF COMPANY’S ASSETS & RESOURCES
   
   Directors / Senior Management shall as far as practicable, protect the Company’s assets from loss, damage, misuse or theft and ensure that the assets are only used for business purposes and other purposes specifically approved by Management and must never be used for unauthorized purposes.
   
   Directors / Senior Management shall not apply the Company’s assets / resources and/or proprietary information for personal benefit and/or for the benefit of any other related party.
    

5. PRIVACY AND CONFIDENTIALITY
   
   “Confidential information” includes all information of the Company not authorized by the management for public dissemination. This includes information on trade, trade secrets, confidential and privileged information regarding customers, employees, information relating to mergers and acquisitions, stock splits and divestitures; non-public information about discussions and deliberations relating to business issues and decisions, between and among employees, officers and Directors in formal meetings or otherwise, and will include all such information which is not available in the public domain at that point of time.
   
   The Company believes that protection of all confidential information is essential and is committed to protecting business and personal information of confidential nature obtained from clients, associates and employees. Directors / Senior Management shall ensure that no confidential information is disclosed inadvertently or otherwise.
   
   Confidential information shall be disclosed to persons, both internal and external, only on a ‘need to know’ basis and public disclosure shall be made with appropriate approval or as legally mandated.
   
   Directors / Senior Management shall ensure that all confidential information available to them by virtue of the office they hold is never directly or indirectly released to any person or entity, or made public, otherwise than as stated above.
   
    

6. CORPORATE OPPORTUNITIES
   
   Except as may be approved by the Board of Directors or a Committee thereof, Directors / Senior Management are prohibited from:
   
   taking for themselves personally, opportunities that belong to either the Company or are discovered through the use of Company’s property,
   information or position;
   using the Company’s property, information, or position for personal gain;
   competing with the Company.
   
    

7. FRAUDULENT AND UNFAIR PRACTICES IN THE SECURITIES MARKET
   
   The Company’s securities are listed on the Bombay Stock Exchange. The Company is committed to comply with securities laws in all jurisdictions in which its securities are listed.
   
   The Company prohibits its Directors / Senior Management from any fraudulent and unfair trade practices in the securities market, with regard to the securities of the Company or of any other company with whom the Company has business dealings to the best of their knowledge.
    

8. FAIR DEALING
   
   Director / member of the Senior Management shall not take a discriminatory stance towards or give unfair advantage to the Company's employees, customers, suppliers, or competitors through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.
   
   No discrimination shall be done on the basis of caste, religion, sex, nationality or disability of any kind towards any employees, customers, suppliers, or any business partner.
    

9. HEALTH, SAFETY AND ENVIRONMENT
   
   The Company believes in sustainable development and is committed to be a responsible corporate citizen.
   
   To uphold the Company’s interest and preserve the quality of life of all concerned, the business and operations of the Company shall be conducted in an environmentally friendly manner and provide a safe and healthy working environment to its employees
   
   Directors/ Senior Management shall ensure compliance with all applicable environmental, safety and health laws and regulations and internal policies.
   
   9A. Workplace free of Harassment
   
   The Company is committed to providing a work environment free of unlawful harassment. Company policy prohibits sexual harassment and harassment based on pregnancy, child birth or related medical conditions, race, religious creed, colour, national origin or ancestory, physical or mental disability, marital status, age, sexual orientation or any other basis protected by federal state or local law. All such harassment is unlawful. The Company’s anti-harassment policy applies to all persons involved in the operation of the company and prohibits unlawful harassment of by any employee of the Company towards other.
   
   
   9B. Drug and Alcohol Abuse
   To meet our responsibilities to employees, customers and investors, the Company must maintain a healthy and productive environment. Misusing controlled substances, or selling, manufacturing, distributing, possessing or being under the influence of illegal drugs and alcohol on the job is absolutely prohibited.
   
   9C. Dress Code and other personal standards
   
   Each of us is a representative of the Company. Everyone must report in the office or during any public dealing on behalf of the Company properly groomed and wearing appropriate clothing. Employees are expected to dress neatly and in a manner consistent with the nature of the work performed. Although the Company has not specified any dress code for the employees, the Company expects from its employees to carry themselves in a proper manner.
   
   9D. Expense Claims
   
   The business related and all other expenses incurred on behalf of the Company must be authorized by the person incharge of the finance department before the claim is settled. The reimbursement of expenses incurred must be claimed within 30 days of incurring the expenditure. It is expected from the employees that no personal expenses shall be claimed from the Company.
   
   10. Related Parties
   
   As a general rule, you should avoid conducting Company business with a relative, or with a business in which a relative is associated in any significant role. Relatives include spouse, siblings, children, parents, grandparents, grandchildren, aunts, uncles, steps relationships and in laws.
   
   If such a related party transaction is unavoidable, you must fully disclose the nature of the related party transaction to the Company’s Chief Financial Officer or any other person who is heading the finance department. The Company’s Audit Committee must review and approve in writing in advance such related party transactions.
    

10. VIOLATIONS OF THE CODE
    
    Part of an Officer’s job and of his or her ethical responsibility, is to help enforce this Code. Officers should be alert to possible violations and report this to the Finance Department. Officers must cooperate in any internal or external investigations of possible violations. Reprisal, threats, retribution or retaliation against any person who has, in good faith, reported a violation or a suspected violation of law, this Code or other Company policies, or against any person who is assisting in any investigation or process with respect to such a violation, is prohibited.
    
    Actual violation of law, this Code, or other Company policies or procedures, should be promptly reported to the Finance Department.
    
    The Company will take appropriate action against any officer whose actions are found to violate the Code or any other policy of the Company. Disciplinary actions may include immediate termination of employment at the Company’s sole discretion. Where the Company has suffered a loss, it may pursue its remedies against individuals or entities responsible. Where laws have been violated, the Company will cooperate fully with the appropriate authorities.
     

11. AMENDMENT, MODIFICATION & WAIVERS
    
    This Code may be amended, modified, or waived by the Board in consultation with the Corporate Governance Committee, subject to appropriate applicable provisions of law, rules, regulations and guidelines.
    
    As a general policy, the Board will not grant waiver to the Code. However, in extraordinary situations and for reasons to be recorded in writing, the Board may grant exemption from any one or more of the provisions of this Code.
     

12. ANNUAL CERTIFICATION
    
    Every Director and Member of Senior Management of the Company will be required to certify compliance with the Code within 15 days of the close of the financial year of the Company. Such certification shall be in the form provided in the Annexure to this Code.