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1. Policy Statement and Application: The philosophy of
the Company on Corporate Governance is to attain highest level of transparency,
responsibility, accountability and equity in all facets of its operations. The
Company believes that all its actions must serve the underlying goal of
enhancing shareholders' value over a sustained period of time. This Code of
Conduct reflects the business practices that support this commitment. This Code
of Conduct ("Code") shall apply to all member of the Company's Board of
Directors ("Directors") and the Senior Management Personnel of the Company. The
Senior Management Personnel ("SMP") shall mean members of management one level
below the Directors, including all functional heads. Every Director and member
of Senior Management must be familiar with, understand the provisions of and
comply with the letter and spirit of this Code. The purpose of this Code is to
promote -
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Honest conduct, including handling of actual or apparent conflicts of interest
between personal and professional relationships;
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Full, fair, accurate, timely and understandable disclosure in reports and
documents that the Company files with, or submits to, the Stock Exchanges,
Securities and Exchange Board of India (SEBI)and in other communication to
Government and public;
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Compliance with applicable governmental laws, rules and regulations;
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Accountability for adherence to this Code.This Code is intended to -
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focus attention of the Directors and SMP on each of the above purpose
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provide guidance to Directors and SMP to help them recognize and deal with
issues dealt in this Code and
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Help foster a culture of honesty and accountability. Code or policy can
anticipate every situation that may arise or replace the thoughtful behavior of
a director or SMP. Directors and SMP are encouraged to bring questions about
particular circumstances that may involve one or more of the provisions of this
Code to the attention of the Chairman of the Board.
2. Accuracy of Business Records: Accurate recording and timely reporting
of information is extremely important. Investors count on Sanblue Corporation
Limited to provide accurate and timely information. Directors and SMP also must
properly record information related to their responsibilities. All financial
books, records and accounts must accurately reflect transactions and events,
and conform to generally accepted accounting principles. No entry may be made
that intentionally hides or disguises the true nature of any transaction.
3. Recording Business Information:Most of the accounting
records are subject to public disclosure. Accounting records are also made
available to investors or the media. Directors and SMP should therefore attempt
to be as clear, concise, truthful and accurate as possible when recording any
information.
4. Conflict of Interest:Directors and SMP must avoid any
conflicts of interest between them and the Company. Any situation that
involves, or may reasonably be expected to involve, a conflict of interest with
the Company, should be disclosed promptly to the Chairman of the Board. A
"conflict of interest" can occur when:
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Personal interest of a Director or SMP is adverse to, or may appear to be
adverse to, the interests of the Company as a whole.
5. Full, fair, accurate, timely and understandable disclosure:The
Company is committed to ensuring that all disclosures in reports and documents
that the Company files with, or submits to the Stock Exchanges and Government
agencies well as other public communications made by the Company are full,
fair, accurate, timely and understandable. The Company's Chief Executive and
Chief Financial Officer are ultimately responsible for taking all necessary
steps to ensure that this occurs. All Directors and SMP shall take appropriate
steps within their area of responsibility to ensure the same.
6. Confidential Information: Directors and SMP must
maintain the confidentiality of information, intellectual property and domain
knowledge entrusted to them by the Company and any other confidential
information about the Company that comes to them, from whatever source, in
their capacity as Director or SMP, except when disclosure is authorized or
legally mandated.
For purposes of this Code, "confidential information" includes all non-public
information relating to the Company.
7. Compliance with Laws, Rules and Regulations:Directors
and SMP must comply, with applicable laws, rules and regulations, including
insider-trading laws.
8. Reporting and Questions:Any director or a SMP with a
concern or question about applicable provisions of the Code, or about conduct
that may violate these provisions, should contact the Chairman of the Board.
9. Publication of the Code of Conduct:This Code of
Conduct will be posted and maintained on the Company's website. All Board
Members and Senior Management Personnel shall affirm compliance with the Code
on an annual basis. The Annual Report of the Company shall contain a
declaration to this effect signed by the Chairman.
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