Corporate Profile:
 
Introduction:
Sabero Organics Gujarat Limited is committed to conducting its business in accordance with the applicable laws, rules and regulations and with highest standards of business ethics. Honesty, Integrity and sound judgment of the Senior Officers is fundamental for the success and reputation of the Company. The professional and Ethical conduct of the Senior Officers is essential to the proper functioning of the Company. Pursuant to amendment in Clause 49 of the Listing Agreement (Ref. SEBI Circular No. SEBI/CFD/DIL/CG/1/2004/12/10 dated 29.10.2004) the Board is required to lay down CODE OF CONDUCT for Board Members & Senior Management of the Company.
 
Applicability:
The Code shall be applicable to all the Directors and Senior Management of the Company. For the purpose of this Code, ‘Senior Management’ shall mean Personnel of the Company who are Members of its core Management Team excluding Board of Directors. Normally, this would comprise all Members of Management one level below the Executive Directors, including all Functional Heads. Each Director, Senior Management Personnel is expected to comply with the letter and spirit of this Code. This code is intended to provide guidance and help in recognizing and dealing with ethical issues, provide mechanisms to report unethical conduct, and to help foster cultureof honesty and accountability.
 
Code:
The Board of Directors (the “Board”) and the Senior Management of Sabero Organics Gujarat Limited(“SOGL”) subscribe to the following Code of Conduct adopted by the Board. They shall:
    • Exercise their powers in good faith, honestly and in the interest of the    Company;
       
    • Use due care and diligence in performing their duties of Office and in exercising their powers attached to that Office;
       
    • Protect Company’s assets and property and ensure that the Company’s assets are used efficiently and only for legitimate business purposes;
       
    • Not make improper use of information nor take improper advantage of their position;
       
    • Ensure the Confidentiality of information they receive whilst being in their Office and only disclose it if authorised by the Company or the person from whom the information is provided, or as required by law;
       
    • Not derive benefit or assist others to derive benefit by giving investment advice from the access to and possession of information about the Company, not in Public Domain and therefore constituting Insider Information (Price Sensitive Information);
       
    • Not make secret profits in derogation of his fiduciary position towards the Company and if such profits are made, they must be accounted for and made over to the Company;
       
    • Ensure that the powers vested in them under the Articles of Association of the Company, by the Company in General Meeting or by a Board Resolution must be exercised for the proper purpose and to the extent permissible;
       
    • Avoid direct or indirect personal involvement in any transaction of the Company;
       
    • Ensure that where there is conflict between the interest of the Member and that of the Company, they shall put the interest of the Company first;
       
    • Not participate in and vote on any discussion in Board Meetings on any resolution or a matter relating to his own affairs or to the affairs of another company in which he is a Director or a Shareholder or relating to a Firm in which he is a Partner or relating to his own Proprietary business;
       
    • Not enter into a Contract, the benefits where under would otherwise have accrued to the Company;
       
    • Disclose his interest in the other Companies / Firms on yearly basis and of changes whenever such changes occurs;
       
    • Disclose their Shareholding in the Company and the change in the Shareholding on quarterly basis;
       
    • Ensure the proper compliances of all the Statutory compliances, Rules and Regulations governing the Company;
       
    • Make full, fair, accurate, timely and understandable disclosure in Reports and documents that the Company files with, or submits or makes periodically to the Shareholders, Government Authorities and to the Public;
       
    • Devote his attention and abilities to the business of the Company and shall obey the orders, from time to time, of the Board and in all respects conform to and comply with the directions and regulations made by the Board, and shall faithfully serve the Company and use his utmost endeavors to promote the interests of the Company;
       
    • Not become interested in or otherwise concerned directly or through his relatives in any selling agency of the Company without obtaining the prior approval of the concerned authorities;
       
    • Promote prompt reporting of violation of the Code to the Board of Directors or any person / committee designated for this purpose, as may be necessary;
       
    • Promote Ethical and Honest behavior within the Company and its Subsidiaries.
<< Back