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23 Oct 2014 | 09:19 AM
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Code of Conduct for Prohibition of Insider Trading
Code Of Conduct
Code of Conduct
Introduction
SKP Securities Limited an ISO certified financial services company (herein after referred to as the ‘Company”) is committed to conducting business in accordance with the highest standards of business ethics and complying with applicable laws, rules and regulations. Maintaining transparency while dealing with all stakeholders is of paramount importance for the Company, as it ultimately builds confidence in the mind of shareholders. Keeping in mind this objective, the Board of Directors of the company have framed and introduced a “Code of Conduct” for its Board and senior management personnel. The subject code has been framed specially in compliance with provisions of Clause 49 of the Listing Agreement.

Definitions
The term “Board Members” shall mean the Directors on the Board of the Company.

The term “Senior Management Personnel” shall mean personnel of the Company who are the members of its core team excluding Board of Directors and would include all functional heads and members of management, one level below the Executive directors.

The term relative shall have the same meaning as per section 6 of the Companies Act, 1956 (List of Relatives-Appendix-I)

Applicability
The code shall apply to the members of the Board and the Senior Management Personnel of the company.
Key Requirements
The Directors of the Company and the Senior Management Personnel shall act within the authority conferred upon them, keeping in view the best interest of the Company. They shall use due care and diligence in performing their duties. They would also ensure the confidentiality of information they receive while discharging their duties and observe the following:

Shall act honestly with integrity and fairness.

Shall not involve themselves in taking any decision on a subject matter in which a conflict of interest arises, or in which there is a possibility of arising.

Shall not in his official capacity, enter into business with (i) a relative or (b) a Partnership firm in which he or his relative is a partner or (c) a Private Limited Company in which he or his relative is a member or Director or (d) a Public Limited Company in which he or his relative holds 2% or more paid up share capital, except with the prior approval of the Board of Directors of the Company, unless otherwise permitted by Law.

Shall comply with all applicable Laws, rules and regulations and any violation may make them liable. Directors and Senior Management Personnel may be subjected to disciplinary action by the Company for violation of provision of Law.

Shall make timely disclosures of (i) trading in the shares of the Company (ii) transactions having personal interest (iii) related party transactions. They shall ensure confidentiality of all sensitive information of the affairs of the company and shall not disclose the same for personal profit or advantage.

Shall not receive or offer, directly or indirectly, any illegal payment or charitable benefits which are intended to or perceived to obtain business favour.

Shall not hold any positions or jobs or engage in outside business or other interests that adversely affect the performance of the duties of the Company.

Apart from above the Board of Directors shall ensure that the financial statements and reporting, made on behalf of the company do not contain any untrue statement or omit any material fact. They shall not indulge or encourage any activity which would result in misuse of Company’s asset. This would include both tangible and intangible asset of the Company.

Enforcement of the Code of Conduct
Each Board Member and Senior Management personnel is accountable for complying with this code. Company Secretary, who shall be the Compliance Officer for the purpose of this code, shall be accountable for fully complying with this code. He shall report breach of this code, if any, to the (a) Board, in case of Directors and (b) Chairman in case of senior management Personnel.

Amendment to the Code
The provisions of this code can be amended /modified by the Board of Directors of the Company.

Placement of the Code on Website
Pursuant to Clause 49 of the Listing Agreement, this code and any amendment thereto shall be posted on the website of the Company.
Affirmation of Compliance of the Code
In terms of Clause 49 of the Listing Agreement all Board members and senior management personnel shall within 30 days of close of every financial affirm compliance with the code. A Performa of Annual Compliance Report is annexed to this code as Appendix-II. The Annual Compliance Report shall be forwarded to the Compliance Officer of the Company. Acknowledgement of receipt of this code
The Board Members and the Senior Management Personnel shall acknowledge the receipt of this code or any modification(s) thereto, in the form annexed to this code (Appendix-III)

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