The Code of Conduct (hereinafter referred to as “the Code”) has been framed and adopted by Parijat Paper Mills Limited (hereinafter referred to as “the Company”). Parijat Paper Mills Limited defines Corporate Governance as a systematic process by which companies are directed and controlled keeping in mind the long term interest of the stakeholders. It firmly believes that good Corporate Governance is the foundation of corporate excellence.
The purpose of the Code is to further enhance the existing ethical and transparent process in the management of the Company. However, the Code is not intended to cover every legal or ethical issue that may arise in the course of the business.
This Code shall be applicable with effect from the date of the listing of shares with stock exchanges.
The Code applies to the following personnel:
- All Executive Directors
- All Non-Executive Directors unless specifically exempted from the Code or some of the
provisions of the Code and
- Senior Management Personnel.
- “Board/Directors” shall mean the Members on the Board of Directors of the Company.
- “Company” shall mean Parijat Paper Mills Limited.
- “Conflict of Interest” means where the interests or benefits of one person or entity conflicts with the interests or benefits of the
- “Executive Directors / Whole Time Directors” shall mean and include Company’s Managing Director and Directors who are in whole time employment of the Company.
- “Independent Directors” shall mean an Independent Director as per the provisions of the Companies Act, 2013 and Securities and Exchange Board of India.
- “Non – Executive Directors” shall mean the Directors who are not in whole time employment of the
CODE OF CONDUCT
The following are the code of Conduct adopted by the Company-
- Every Director / Executive shall discharge his / her responsibilities at all times and in such manner so as to ensure that there is compliance with all the laws, rules, regulations as may be applicable to the company or to the transaction or to the
- Every Director / Executive shall avoid being in situations that give rise to conflict between the personal interests of the person and the interest of the Company. Where such a situation is not avoidable, the person shall disclose the matter in writing to his / her superior and in the case of any Director; such disclosure should be made to the Board.
- Every Director / Executive shall treat any data or information of the Company which has not been published or disclosed previously as confidential information and shall not disclose or transmit the same to any person who is not an employee or Director of the Company, without permission of his/her superior or the Chairman of the Board, unless such disclosure is as per the requirements of any law, or any lawful agreement to which the company is a
- Every Director / Executive shall strictly adhere to the policy of the
- Every Director / Executive shall at all time ensure proper use of Company’s funds, assets and property
- No Director / Executive shall knowingly suppress from the company a material fact, which can be detrimental to the interest of the
- Every Director / Executive shall ensure the maintenance of a healthy and safe work environment in the company
- Every Director / Executive shall avoid discrimination and harassment in any form, on the basis of race, religion and gender
- Every Director / Executive shall adhere to fair and lawful competitive practices pertaining to the operations of the
- Every Director / Executive must ensure that he / she does not exploit opportunities arising out of the place of work or in course of work, for personal
- Every Director / Executive shall ensure that no political contribution is made whether directly or indirectly on behalf of the Company, without permission of the Board of the Company
- Every Director / Executive shall ensure that no statement is given to the press or any other form of media without due authorization by the person’s superior or the Vice Chairman or the Board of the
- Every Director / Executive must at all times ensure to conduct him / her, so as to give respect to human beings and human values.
DUTIES OF DIRECTOR AND INDEPENDENT DIRECTOR:
Independent Director shall give declaration on the first meeting of the Board in which he/she participates as a director or thereafter at the first meeting of the Board every year or wherever there is any change in the circumstances which may affect his status as an independent director.
Independent Director shall comply with the provision of section 149(6) of the companies act, 2013. A director (includes independent director) shall act in accordance with the articles of the company, subject to the compliance of Companies Act, 2013 and all other applicable laws;
1) A Director of a company shall act in good faith in order to promote the objects of the company for the benefit of its members as a whole, and in the best interest of the company, its employees, the shareholders, the community and for the protection of environment.
2) A director of a company shall exercise his duties with due and reasonable care, skill and diligence and shall exercise independent judgment.
3) A director of a company shall not involve in a situation in which he may have a direct or indirect interest that conflicts, or possibly may conflict, with the interest of the company.
4) A director of a company shall not achieve or attempt to achieve any undue gain or advantage either to himself or to his relatives, partners or associates and if such director is found guilty of making any undue gain, he shall be liable to pay an amount equal to that gain to the company.
5) A director of a company shall not assign his office and any assignment so made shall be void.
AMENDMENT TO THE CODE
The provisions of this Code can be amended or modified by the Board of Directors from time to time and all such amendments/modifications shall take effect from the date stated therein.
The Company Secretary shall act as a Compliance Officer and shall monitor compliances with the Chairman and Managing Director of the Company.
PUBLICATION OF THE CODE
This Code and any amendments thereto shall be published / posted on the website of the Company i.e. www. https://parijatpapermills.com.
AFFIRMATION BY DIRECTOR/ SENIOR MANAGEMENT WITH CODE OF CONDUCT
As a Director / Senior Management, I hereby acknowledge that I have received and read the Code of Conduct of the Company. I understand that it is my responsibility to consult the Compliance Officer if I have any questions regarding the provisions of the Code of Conduct and I shall comply with the Code of Conduct in true spirit.
I understand and agree that as a Director/ Senior Management it is my responsibility to promote the application of the Code of Conduct.