Corporate Governance
SHRI KALYAN HOLDINGS LIMITED (SKHL) believes in the principle of trust which can be derived through ethical practices, transparency and accountability to stakeholders. This forms the core philosophy of conducting business at SKHL. In line with this core philosophy, company always strives to promote practices and structures that ensure transparent communication to all its stakeholders and ethical conduct of business at all levels.
SHRI KALYAN HOLDINGS LIMITED has adopted a code of conduct for all the employees and Key Managerial Personnel of the Company. All board members and senior management personnel have affirmed compliance with the respective code of conduct.
PREAMBLE
SHRI KALYAN HOLDINGS LIMITED encourages all parties associated with it to comply with the aforesaid principles. All Directors and members of senior management team of SKHL shall act within the limits of the authority conferred upon them and undertake the duty to make and enact informed, judicious and harmonious decisions and policies in the best interests of the Company and its shareholders /stakeholders. For the purpose of the code, the Company appoints the compliance officer, who will be available to directors and senior management to answer questions and to help them comply with the code.
BUSINESS INTEGRITY
Company shall not do, give or receive, directly or indirectly for business or financial gain, any financial inducement or improper advantage, or engage in any form of unethical conduct or exercise undue influence over any other third party. Company shall not indulge in giving extravagant, lavish or uncustomary gifts to Authorities which may obligate or appear to obligate or inappropriately influence the recipient. Directors will act in good faith, responsibly, with due care, competence and diligence, allowing independent judgment to their subordinates and shall act in the best interests of the Company and fulfill their fiduciary obligations.
ACCURACY OF RECORDS AND DISCLOSURES
Company ensures to vouch for completeness, validity and accuracy of the records, financial or otherwise and the validity of all information. It will ensure that all its public announcements are accurate, complete, fair, timely, and understandable and comply with all applicable laws and regulation. If an Officer fails to make a disclosure as required herein, and the Company of its own accord becomes aware of an instance of conflict of interest that ought to have been disclosed by the Officer, the Company would take a serious view of the matter and consider suitable disciplinary action against the Officer.
PUBLIC REPRESENTATION AND CONFIDENTIALITY OF INFORMATION
Company shall promote and defend its business interests through co-operation with governments and other organizations, both directly and through bodies such as trade associations, in the development of proposed legislation and regulations that may affect its interests. Company shall ensure that it engages responsibly with any agency in formation of public policy and utilize collective platforms like trade and industry chambers to undertake policy advocacy.
REGULATORY COMPLIANCE
Company shall comply with all the laws and regulations as applicable to its operations and shall encourage everyone involved in its value chain to do the same. If the ethical and professional standards set out in the applicable laws and regulations are below that of the Code, then the standards of the Code shall prevail.
CONTRACTUAL OBLIGATIONS
Company takes its contractual obligations seriously and ensures that it pays its suppliers, employees and others entitled to receive money from it according to agreed contracts.
ACCOUNTABILITY
The Board of Directors shall oversee the Company's adherence to ethical and legal standards. All employees and members of the Board of Directors shall undertake to stop or prevent actions that could harm reputation of the Company and to report such actions as soon as they occur to take corrective steps and see that such actions are not repeated.
HUMAN RIGHTS
Company respects the human rights of all relevant stakeholders and groups within and beyond the workplace, including that of communities, consumers and vulnerable and marginalized group.
STAKEHOLDER ENGAGEMENT
Company shall systematically identify and engage with in an effective and transparent manner with all the stakeholders to create sustainable, long term value for our stakeholders.
APPOINTMENT OF INDEPENDENT DIRECTORS:
To promote the transparency in the working of the Company and to promote confidence of the investment community, minority shareholders, regulators and Companies in the institution of Independent Directors, the Company had appointed Independent Directors pursuant to compliance with the Companies Act, 2013 and Listing Agreement.
The Independent Directors shall undertake the following duties:
DUTIES:
The Independent Directors shall â€"
- Undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the company;
- Seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice and opinion of outside experts at the expense of the company;
- Strive to attend all meetings of the Board of Directors and of the Board committees of which he is a member;
- Participate constructively and actively in the committees of the Board in which they are chairpersons or members;
- Strive to attend the general meetings of the company;
- Where they have concerns about the running of the company or a proposed action, ensure that these are addressed by the Board and, to the extent that they are not resolved, insist that their concerns are recorded in the minutes of the Board meeting;
- Keep themselves well informed about the company and the external environment in which it operates;
- Not to unfairly obstruct the functioning of an otherwise proper Board or Committee of the Board;
- Pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure themselves that the same are in the interest of the company;
- Ascertain and ensure that the company has an adequate and functional vigil mechanism and to ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use;
- Report concerns about unethical behaviour, actual or suspected fraud or violation of the company’s code of conduct or ethics policy;
- Acting within his authority, assist in protecting the legitimate interests of the company, shareholders and its employees;
- Not disclose confidential information, including commercial secrets, technologies, advertising and sales promotion plans, unpublished price sensitive information, unless such disclosure is expressly approved by the Board or required by law.
An independent director shall be held liable, only in respect of such acts of omission or commission by a 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 of the provisions contained in the Listing Agreement.
EQUAL OPPORTUNITIES
Company is committed to providing equal opportunities irrespective of colour, caste, gender, creed, race, religion, disability and will not tolerate discrimination of any kind. It recruits, retains and develops people based on suitability of role and the opportunity for personal and professional growth.
FAIR COMPETITION AND ANTI CORRUPTION
Company shall not engage in or promote practices which are corrupt and anti competitive. Company is committed to competing fairly and complying with appropriate competition laws. Company encourages all parties associated with it to comply with the above mentioned principles and avoid complicity with anyone that violates above principles.
CONSEQUENCES OF NON-COMPLIANCE OF THIS CODE
In case of breach of this Code by the Non Whole Time Directors, the same may be considered by the Board for initiating appropriate action, as deemed necessary. In case of breach of this Code by the Whole Time Directors and Senior Management Personnel, the same shall be liable to disciplinary action by the Company.