This Code of Conduct ("the Code") shall be called 'Code of Conduct for Board of Directors and Senior Management of BALLY JUTE COMPANY LIMITED' (hereinafter referred to as "the Company").
The Code has been framed in compliance with the regulation 17(5) of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015.
The term "Board Members" shall mean Directors on the Board of Directors of the Company.
In the Code, words importing the masculine shall include feminine and words importing singular shall include the plural or vice versa.
The code shall be applicable to:
The Board Members and Senior Management Personnel must act within the authority conferred upon them and in the best interests of the Company and observe the following code of conduct
The Directors and Senior Management personnel shall conduct their activities with honesty, integrity and fairness. They shall act in good faith, responsibly, with due care, competence and diligence, without allowing their independent judgment to be subordinated. Directors shall act in the best interests of the Company and fulfill the fiduciary obligations.
The Directors and Senior Management personnel shall not engage in any business, relationship or activity, which may be in conflict of interest of the Company.
In case there is likely to be a conflict of interest, he/she should make full disclosure of all facts and circumstances thereof to the Board of Directors and the approval of the Board is required to be obtained.
The Company feels that serving on the Board of Directors of other Competitor companies may raise substantial concerns about potential conflict of interest and therefore, all Directors must report / disclose such relationships to the Board on an annual basis.
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 personnel have access or possess such information, must be considered confidential and held in confidence, unless authorized to do so and when disclosure is required as a matter of law.
Directors and Senior Management personnel must protect the Company’s assets and information and shall not use these for personal use, unless approved by the Board.
Once in every year or upon revision of this Code, every Director must accord consent to comply and the Senior Management personnel must give an undertaking for compliance of the same. New Directors shall accord their consent while joining the Board and New Senior Management personnel shall give an undertaking at the time when their employment begins. The aforesaid consent or undertaking shall be in line with “Confirmation-I” attached herewith.
The Independent Directors, in addition to the compliance with this Code, shall also comply with and adhere to the Code for Independent Directors framed in accordance with the provisions of the Companies Act, 2013 and forming part of this Code and enclosed as “Annexure – I”.
The Code may be amended from time to time by the approval of the Board of Directors of the Company
The Board of Directors
Bally Jute Company Limited
5, Sree Charan Sarani
Bally, Howrah - 711201
I, (Name of Director/ Senior Management Personnel), (Designation) of Bally Jute Company Limited, do hereby confirm that I have read and understood the Code of Conduct applicable to the Board of Directors and Senior Management of the Company and that to the best of my knowledge and belief, I have complied with the requirements of this Code during the preceding financial year (mention previous year) and / or I affirm that I will comply with the requirements of this Code during the current financial year (mention current year).
(Name of Director/ Senior Management Personnel)
(DIN, if any)
This Code is a guide to professional conduct for independent directors and the independent directors are expected to adhere to these standards and fulfill their responsibilities in a professional and faithful manner. This Code shall form part of the Code of Conduct for Board of Directors and Senior Management.
The independent directors are expected to maintain the following guidelines/ standards while conducting their professional duty.
The re-appointment of independent director shall be on the basis of report of performance evaluation.
The independent directors shall hold at least one meeting in a year, without the attendance of non independent directors and members of management of the Company;
All the independent directors shall strive to be present at such meeting
Such meeting shall:
The performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.
On the basis of the report of performance evaluation, it shall be determined whether to re-appoint the independent director.
The independent directors shall attend the training programme as may be organized by the Company in order to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc.
The independent directors shall adhere to the provisions of the Companies Act, 1956 and the Companies Act, 2013 to the extent and as may be applicable to them.
They shall comply with the provisions of the SEBI (LODR) regulations, 2015.
They shall comply with the Code of Conduct for Board of Directors and Senior Management.
They shall comply with the Code of Business Ethics of the Company.
They shall comply with all the laws to the extent and as may be applicable to the Company.
They shall give a declaration that they meet the criteria of independence as provided in section 149(6) of the Companies Act, 2013 and regulation 16(1)(b) of the SEBI (LODR) regulations, 2015 as amended from time to time in the format as given in as prescribed at the first meeting of the Board in which they participate as directors and thereafter at the first meeting of the Board in every financial year or whenever there is any change in the circumstances which may affect their status as an independent director.
They shall from time to time furnish to the Company such declarations, disclosures, statements as may be required to be furnished by the Directors under the relevant laws.
An independent director shall be held liable in respect of such acts of omission or commission by the Company which had occurred with his knowledge, attributable through Board processes, and with his consent or connivance or where he had not acted diligently with respect to the provisions contained in the Companies Act, 1956 or the Companies Act, 2013 and the SEBI (LODR) regulations, 2015.