Introduction :

This Code of Conduct ( `Code` ) for the board members and Senior management ensures compliance with legal requirements and helps to maintain the standards of business conduct . The purpose of the Code is to deter wrongdoing and promote ethical conduct .

All Directors and Senior Management must act within the purview of the authority conferred upon them and with a duty to make and enact informed decisions and policies in the best interests of the Company and its shareholders /stockholders. The Company appoints the General Manager as a Compliance Officer , who will be available to directors and senior management the answer questions and to held them comply with the Code . The following code of conduct helps the board members and senior management to maintain the high standards that the Company requires.

1. Honesty and Integrity

All directors and senior management shall conduct their activities in accordance with the highest standards of personal and professional integrity, honesty and fairness . All directors and senior management will act to good faith , responsibly, competence and diligence ,which are free from fraud and deception, in the best interests of the Company without indulging their personal interest.

2. Conflicts of Interest:

All directors and senior management of the company shall not engage in any business , relationship or activity , which might detrimentally conflict with the interest of the Company . Their duty to the Company demands that they avoid and discloses actual and apparent conflicts of interest.

Conflict can arise in many situations and it is not possible to define the every possible conflict situation , set forth , are some of the circumstances that may lead to a conflict of interest , actual or potential :

·         Directors and senior management should not engage in any business or activity that conflicts or prejudicial to the interest of the company which creates conflict in discharging their respective duty towards the company.

·         If any director or senior management officer is considering investing in customer, supplier ,developer or competitor of the company , he or she must first take care to ensure that these investments do not compromise on their responsibilities to the company.

·         Directors and senior management should avoid conducting company business with a relative , or with a firm/or company in which a relative is associated in any significant role . If such related party transaction is unavoidable , it must be fully disclosed to the board or to the Managing Director of the Company .

3. Compliance

Directors and senior management must comply with all applicable Laws, rules, regulations and regulatory orders, both in letter and spirit . In order to assist the Company in promoting lawful and ethical behavior, directors and senior management must report any possible violation of Law, rules, regulation or the code of conduct to the Compliance Officer .

4. Corporate Opportunities

Directors and Officers should not exploit for their own personal gain, opportunities that are discovered through the use of corporate property, information or position unless the opportunity is disclosed fully in writing to the Company’s Board of Directors and the Board of Directors declines to pursue such opportunity.

5. Confidentiality of Information

The Company's confidential information is a valuable asset, Any information concerning the Company's business, its customers, suppliers etc. . , which is not in the public domain and to which the directors and senior management have access or possesses such information , must be considered confidential and held in confidence , unless authorised to do so and when disclosure is required as a matter of law . No director or senior management officer shall provide any information either formally or informally, to the press or any other publicity media, unless specially authorised .

6. Prevention of Insider Trading

Directors and senior management officers shall not derive any benefit or assist others to derive any benefit form the access to and possession of information about company , which is not in the public domain and thus constitutes insider information . All directors and senior management officers will comply with the prevention of insider trading guidelines as issue by SEBI .

7. Protection of Assets

The assets of the company should not be misused but employed for the purpose of conducting the business for which there are duly authorised . Directors and senior management officers must protect the company's assets information and not use these for personal use , unless approved by the board .

8. Gifts and Donations

No directors and senior management shall receive, offer or make, directly or indirectly, any illegal payments, remuneration, gifts, donations or comparable benefits which are intended to or perceived to obtain business or uncompetitive favors for the conduct of its business. However, nominal gifts, which are customarily given and are of commemorative nature, for special events may be accepted and reported to the board.

9. Periodic Review

Once in every year or upon revision of this Code, every director must acknowledge and execute understanding of the code and an agreement to comply. New directors will sign such a deed at the time when their directorship begins.

10. Health, Safety and Environment

The Company shall strive to provide a safe and healthy working environment and comply, in the conduct of its business affairs, with all regulations regarding the preservation of the environment of the territory it operates in.

 

ANNUAL COMPLIANCE AND DISCIPLINARY ACTIONS

All the Board members and Senior Management personnel shall abide and affirm the compliance of the Code of Conduct on an annual basis in every financial year as per the format given at Annexure - I. The Annual Report of the Company shall contain a declaration to this effect signed by the Managing Director/Chief Executive Officer of the Company.

Contravention of the SEBI Code would lead to serious consequences for the Company and its directors and such Senior Management personnel who would be liable for fines, penalties and also for prosecution under SEBI Act.

The matters covered in this Code of Business Conduct and Ethics are of the utmost importance to the Company, its stockholders and its business partners, and are essential to the Company's ability to conduct its business in accordance with its stated values. It is expected that all will adhere to these rules in carrying out their duties for the Company. The Board shall determine appropriate actions to be taken in the event of violations of the Code.

                                                                                                                                            Annexure – I

                                                                                                                                            Dated-------------

The Board of Directors

M.K.EXIM (INDIA) LIMITED

Jaipur

 Dear Sirs,

 

 

Re: Code of Conduct for members of the Board and Senior Management – Financial Year -------

 

 

I hereby affirm compliance with the Code of Conduct for members of the Board and Senior Management of the Company.

 

  

                                                                        Name (---------------------------------)

                            Director / Senior Management Personnel and Designation


 

       M.K.EXIM (INDIA) LIMITED
          CODE OF CONDUCT

 

ACKNOWLEDGMENT OF RECEIPT OF CODE OF CONDUCT

 

I have received and read the Company's Code of Conduct. I understand the standards and policies contained in the Company Code of Conduct and understand that there may be additional policies or laws specific to my job. I further agree to comply with the Company’s Code of Conduct.

 

 

Name 

Signature

Date 

Please sign and return this form to the Compliance Officer.