Compliance
Officer Ms. Priya Singhal Code
of Conduct for Board of Directors and Senior Management of BSEL Infrastructure
Realty Limited Preamble As
per the Clause 49(I) (D) of the Listing Agreement, it has been obligatory for
the Board of Directors of all the issuer company to lay down the code of conduct
for all Board members including Committees of the Board and senior management
of a company. The rationale of this Code of Conduct (the "Code")
is to conduct the business of the Company in accordance with the relevant laws,
regulations, and rules and with the highest standard of ethics and values. The
matters covered in this Code are of utmost importance to the Company, shareholders
and other stakeholders. Applicability: The
Code sets out the standards of principles and practice, which are to be adhered
to by: - The Board of Directors of the company
-
The Senior Management executives of the company
while
performing their duties as the part of the functioning team of BSEL Infrastructure
Realty Limited. The Board does hereby acknowledge and accept the scope and extent
of their duties as the directors of the company. Where a member
is in doubt as to how a particular situation should be dealt with from a moral
standpoint, he/she may consult with the Chairman or Company Secretary of the Board.
The Board of Directors and the senior management shall respect
the following code of conduct: 1. Honest, Fair and Ethical
Conduct: They will act in the best interest of and fulfill
their fiduciary obligations to the shareholders of BSEL. They will strive to perform
their duties according to the highest ethical standards of honesty, fairness,
integrity, accountability, confidentiality, legality and independence. They
will lead themselves in professional and courteous manner. They will act fairly
towards the stakeholders viz, shareholders, creditors, Government, employees,
customers and the general community at large by adhering to the standards of health,
safety and equity legislation. 2. Board Culture: The
Directors of the company will make available and share the information relating
to the affairs of the company among the members of the Board to ensure efficient
functioning of the operations of the company. Further the members of the Board
shall ensure that transparent and responsible board culture exists in the organisation. 3.
Conflicts Of Interest The Directors and Senior Management
shall avoid actual and apparent conflicts of interest. They will disclose their
interest in the contracts entered by the company, if any. A
conflict of interest exists where the interests or benefits of one person or entity
conflict with the interests or benefits of the Company. 4.
Confidential Information The Directors and Senior Management
will respect the confidentiality of the confidential information acquired during
the course of their service. Confidential information includes
all non-public information that might prejudice the ability of the Company to
pursue certain objectives, be of use to competitors or harm the Company, its suppliers
or its advertisers, if disclosed. Confidential information also includes any information
relating to the Company's business and affairs that results in or would reasonably
be expected to result in a significant change in the market value of the Company's
securities or any information a reasonable investor would consider important in
making an investment decision. Directors/Officers must not use confidential information
for their own advantage or profit directly or indirectly. 5.
Corporate Opportunities: Directors, Senior Management
will not: - Take for themselves personally,
opportunities that are discovered through the use of Company's property, information,
or position.
- Compete directly with the business of
the Company or with any business that the Company is considering.
-
Use Company's property, information, or position for personal gain.
6.
Compliance with Laws, Rules and Regulations: They will
comply with all relevant laws, rules and regulations while performing their duties
and responsibilities. Transactions, directly or indirectly,
involving securities of the Company should not be undertaken without pre-clearance
from the Company's compliance officer. Any director, officer or employee who is
unfamiliar or uncertain about the legal rules involving Company business conducted
by him/her should consult the legal department of the Company. 7.
Compliance with Laws, Rules and Regulations: They will
comply with all relevant laws, rules and regulations while performing their duties
and responsibilities. 8. Violations Of The Code: Violations
of this Code will result in disciplinary action. The Company's Board or any Committee/person
designated by the Board for this purpose shall determine appropriate action in
response to violations of this Code of Conduct. 9. Amendments
to the Code: The provisions of this code can be amended/
modified from time to time by the Board of Directors of the company and all such
amendments/ modifications will take effect from such date as stated therein. 10.
Placement of the Code on Company's Website: Pursuant to
the provisions of the Clause 49 of the Listing Agreement, this Code and amendments
thereto shall be hosted on the website of the company. 11.
Annual Compliance Reporting: Pursuant to the provisions
of the Clause 49 of the Listing Agreement, all the members of the Board shall
affirm compliance with this code within 30days of the close of every financial
year. The Annual Report of the company shall contain a declaration to this effect
signed by Chairman and Managing Director. A Proforma of the Annual Compliance
Report is annexed as Annexure I to this code which shall be forwarded to the Company
Secretary of the Company.
For and on Behalf of the
Board of Directors of
BSEL Infrastructure Realty Limited Dharmendra
Raichura
Managing Director | 
