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Code of Business Conduct and Ethics
Introduction & Background
Sahara One Media And Entertainment Limited has always believed in following highest standards of Corporate Governance. Being a listed Company, every act of the Company, its Directors and its employees is the focus of public attention and accordingly, there is a need to reinforce Sahara One Media And Entertainment Limited's commitment towards maintaining highest standards of Corporate Governance.
This Code of Business Conduct and Ethics helps ensure compliance with our standards of business conduct & ethics and also with regulatory requirements. All Directors & Senior Management personnel are expected to read and understand this Code of Business Conduct and Ethics, uphold these standards in day-to-day activities and also comply with all applicable standards, policies and procedures of the Company.
This policy should be read in conjunction with applicable regulations & existing policies & procedures of the Company.
Applicability
This Code of Conduct is applicable to all the Directors of the Company and also its Senior Management personnel which include the top management personnel & all functional heads (i.e., all functional heads and any other management personnel with direct functional reporting to a Board member). Each and every Director and Senior Management personnel is expected to comply with the letter and spirit of this Code. The Directors and Senior Management Personnel should continue to comply with other applicable laws & regulations and the relevant policies, rules and procedures of the Company.
The Code comes into immediate effect
Interpretation of the Code
In this code wherever the word "Director" appears, it will also include senior management personnel to the extent applicable. The term "Relative" shall have the same meaning as defined in Section 6 of the Companies Act, 1956. In this code, words importing the masculine shall include feminine and words importing singular shall include the plural or vice versa. Any question or interpretation under this Code of Business Conduct and Ethics will be considered and dealt with by the Board or any person authorized by the Board on their behalf.
Compliance with Applicable Laws & Regulations
Directors must comply and where applicable, oversee compliance by employees with all the laws, rules and regulations applicable to the Company and its employees. Each Director must acquire appropriate knowledge of the requirements relating to his duties sufficient to enable him to recognize potential non compliance issues and to know when to seek advice from the Legal Department on specific Company policies and procedures.
No payment or transaction should be made or undertaken, by a Director or authorized or instructed to be made or undertaken by any other person or the Company if the consequence of that transaction or payment would be the violation of any law in force.
Honesty, Integrity & Ethical Conduct
Directors shall act in accordance with the highest standards of integrity, honesty, fairness and ethical conduct. Honest conduct means conduct that is free from fraud or deception. Integrity & ethical conduct includes ethical handling of actual or apparent conflicts of interest between personal and professional relationships.
Directors should promote ethical behavior and take steps to ensure that the Company promotes ethical behavior and also encourages employees to freely report violations of laws, rules, regulations or the Company's Code of Conduct to the appropriate personnel.
Conflict of Interest
Directors must avoid and promptly disclose to the Company potential conflicts of interest regarding any matters concerning the Company (including its subsidiaries & joint ventures). A conflict of interest exists where the interests or benefits of Directors conflict with the interests or benefits of the Company.
Business Interest
If any Director is considering investing in any 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 towards the Company. Several factors are involved in determining whether a conflict exists, including the size and nature of the investment; the Director's ability to influence the Company's decisions; his access to confidential information of the Company and the nature of the relationship between the Company and the other Company or person. Accordingly, it is appropriate that the Director make a disclosure to the Board before making such an investment and obtains a "pre-approval"/"no objection" from the Board of Directors.
Business Accounting Practices
The maintenance of accurate books and records is a fundamental protection of the interests of the shareholders of the Company. Moreover it is essential that accurate and proper records of all financial transactions of the Company be maintained to safeguard Company's relationship with governmental agencies its contracted personnel suppliers and customers. Accordingly all Directors (to the extent applicable) shall ensure that:
- All financial transactions of the Company and all assets of the Company are recorded and maintained in accordance with generally accepted accounting norms and principles.
- No assets of the Company are used for any purpose other than the intended purpose for which the said asset was acquired/ developed.
- No undisclosed or unrecorded fund or asset of the Company is established for any purpose.
- No misleading entries are made in the books and records of the Company for any reason.
- No misleading entries/adjustment/non disclosure has been made in any management information reports submitted by him/her to the Board of his/ her superiors with the intension of camouflaging the actual position.
- No payment on behalf of the Company is approved/ made without adequate supporting documentation or with the intention of understanding that any part of such payment is to be used for any purpose other than described by the documents supporting the payment
Related Party Transactions
A Director or any of his relatives/associates should not derive any undue personal benefit or advantage by virtue of his position or relationship with the Company. As a general rule, Directors should avoid conducting Company business with a relative, or with a business in which a relative is associated in any significant role. Any dealings with a related party must be conducted in such a way that no undue benefit is given and adequate disclosures are made as required by law and as per the applicable policies of the Company.
Gifts
Directors shall not offer, give or receive gifts from persons or entities dealing with the Company, where any such gift is perceived as intended directly or indirectly, to influence any business decision. Directors of the Company shall not accept or permit any member of his family or any other person acting on his behalf to accept any gift from Vendor, Dealer, Contractor, Suppliers and anyone having business dealings with the Company. The gift shall also include free boarding, transport, lodging or other service or any other pecuniary advantage when provided by any person other than a near relative or a personal friend having no official dealings with the Director. Directors should also avoid acceptance of lavish or frequent hospitality from any individual or firm having official dealings with the Company.
Confidential and Proprietary Information
All Directors are responsible for protecting Company's confidential and proprietary information. No Director shall use for one's own benefits, directly or indirectly or reveals to any third party including press, any significant data or information not previously released to the public. Significant data / information includes any major contracts for goods and services, expenditure figures, business plans/ strategies, legal disputes, any and all financial information, or any other significant decisions, plans or other affairs of the Company, trade secrets, research studies practices, processes, software, information on suppliers, competitors etc.
Access to information in the Company is strictly on need to know basis. Disclosure of information even to a fellow Director who does not need to know the same in discharge of his normal duties is violation of this Code.
Directors are also required to ensure no unintended disclosure of information is made. Examples of unintended disclosures include casual/corridor discussions, discussions at public places like hotels, bars etc. The discussions in these surroundings are prone to overhearing by the third parties.
No Director, during his association with the Company is allowed to speak to/in the medial press, industry forums, and public gatherings in relation to the Company / Media Industry without specific approval from Chairman.
Business Opportunities
Directors should not exploit for their own benefit, 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 authorizes the said director to pursue such opportunity. Further, the Directors must refrain from using the Company's property or information for personal gain.
Confidentiality
Directors must maintain the confidentiality of sensitive information (that is not in public domain) relating to the Company which comes to their knowledge in the course of the discharge of their functions and any other confidential information about the Company that comes to them, from whatever source, except when such disclosure is authorized or legally mandated. No Director shall provide any confidential or sensitive information either formally or informally, to the press or any other publicity media, unless specifically authorized to do so.
Insider Trading
A Director and his immediate family shall not derive any benefit or assist others to derive any benefit from the access to and possession of information about the Company, which is not in the public domain and thus constitutes insider information. All the directors are required to comply with the Company's Code of Conduct on prevention of Insider trading.
Equal Opportunity & Anti Harassment
Sahara One Media And Entertainment Limited is committed to a policy of equal employment opportunity so as to assure that there shall be no discrimination or harassment against an employee or applicant on the grounds of race, color, religion, sex, age, marital status, disability, national origin, or any other factor made unlawful by applicable laws and regulations. This policy relates to all phases of employment including recruitment, hiring, placement, promotion, transfer, compensation, benefits, training, educational, social and recreational programs and the use of Company facilities. Sexual harassment or exploitation is specifically prohibited.
Compliance of Code of Conduct
It is the duty and obligation of every Director to comply with this Code and any violation of the code shall be reported to the Chairman of the Board and to the Compliance Officer of the Company. This Code shall be posted on the website of the Company
Waivers & Amendments
Any waiver of any provision of this code for a member of the Company's Board of Directors or a Senior Management Personnel must be approved in writing by the Company's Board of Directors and appropriately disclosed. Based on the business requirements and applicable regulations the code may be amended by the Board of Directors from time to time.
Acknowledgement
All Board Members and Senior Management Personnel shall acknowledge the receipt of this code in the acknowledgement form appended to this Code indicating that they have received, read and understood, and agreed to comply with the code and send the same to the Compliance Officer. New directors will submit such an acknowledgment at the time when their directorship begins and in case of other management personnel when they assume the responsibility of a functional head or direct reporting to board members.
Annual Affirmation
All the directors and the senior management personnel to whom the code applies shall, within 10 days of close of every financial year affirm compliance with the Code indicating their continued understanding of and compliance with the code. The duly signed Annual Compliance Declaration shall be forwarded to the Compliance Officer of the Company.
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