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Ganesh Foundry & Castings Ltd.

Corporate Governance

CODE OF CONDUCT FOR BOARD MEMBERS & SENIOR MANAGEMENT

INTRODUCTION

Ganesh foundry & Castings Limited (‘the Company’) is committed to the standards of Corporate Governance in all its activities and processes. It regards corporate governance as the keystone for serving its stakeholders , for sustained management performance and establish pride for its association.This code shall be applicable to the Board members and Senior Management (‘the code’).

The subject code has been framed specifically in compliance with the provisions of clause 49 of the listing agreement with the stock exchanges. It shall come into force with effect from 30th March 1992.

PURPOSE

The purpose of this code is to conduct the Company’s business in an efficient and transparent manner in meeting its obligation to shareholders and other stakeholders and also to create an environment where all the Board members & Senior Management of the Company maintain an ethical standard and compliance to the ethical standards that are laid down.

CODE OF CONDUCT

The Board Members and Senior Management Personnel shall act within the authority conferred upon them, keeping the best interests of the Company in view and observe the following:-

  • Shall act with honesty, integrity, with utmost care, skill and diligence in all their dealings with and for the Company.
  • Shall act in utmost good faith and fulfill the fiduciary obligations without allowing their independence of judgments to be compromised.
  • Shall maintain confidentiality of information entrusted by the Company oracquired during performance of their duties and shall not use it for personal gain or advantage. No Board Members and Senior Management Personnel shall provide any information either formally or informally, to the press or any other publicity media, unless specifically authorized. However, that Board Members and Senior Management Personnel shall be free to disclose such information as is part of the public domain at the time of disclosure/ authorized or required to be disclosed pursuant to a decision of the Board/ required to be disclosed in accordance with applicable laws, rules, regulations or guidelines or to any authority.
  • Shall maintain the principle of need to know and also confidentiality of all material non-public information about the Company, its business and affairs.
  • Shall not, without the prior approval of the Board or Senior Management, as the case may be, accepts employment or a position of responsibility with any other organization for remuneration or otherwise that are prejudicial to the interests of the Company and shall not allow personal interest to conflict with the interest of the Company.
  • Shall deal fairly with customers, suppliers, competitors, and one another at all times and in accordance with ethical business practices. No one should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice.
  • Shall abide by all applicable laws and regulations including the Company’s prevention of Insider Trading code.
  • Shall not serve on the Board of Directors of any corporation involved in the same line of business, in which the Company is involved, other than a non profit, charitable, religious, civic or educational organization, without the prior written approval of the Board in case of Board Members and CEO in case of Senior Management Personnel.
  • Shall protect the Company’s assets including the physical assets, information and intellectual rights and shall not use the same for personal gain.
  • Shall not receive any gift, payments or favor in whatsoever form from Company’s business associates, which can be perceived as being given to gain favor or dealing with the Company and shall ensure that the Company’s interests are never compromised.
  • The provision of this Code can be amended/modified by the Board of Directors of the Company from time to time and all such amendments/modifications shall take effect from the date stated therein.
  • Pursuant to Clause 49 of the Listing Agreement, this code and any amendments there to shall be hosted on the website of the Company.
  • In terms of Clause 49 of the Listing Agreement, all Board Members and Senior Management Personnel shall affirm compliance of this code within 30 days of close of every financial year.
  • The Managing Director of the Company and the Whole Time Finance Director or any other person heading the finance function shall certify to the Board that there are, to the best of their knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or in violation of this Code.
  • In case of breach of this code by the Board members and Senior Management Personnel, the same shall be considered by the Board of Directors in case of Board Members and Committee of Directors to be constituted for this purpose, in case of Senior Management Personnel, for initiating appropriate action, as deemed necessary.

Code of conduct for Insider trading – Click here to download.

CODE OF CONDUCT FOR BOARD MEMBERS & SENIOR MANAGEMENT PERSONNEL

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Corporate Governance Report

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