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CODE OF CONDUCT FOR THE MEMBERS OF BOARD OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL OF SHARON BIO-MEDICINE LTD.

1. INTRODUCTION

1.1 This Code of Conduct (“this Code”) shall be called "The Code of Conduct for the member of Board of Directors and senior management personnel of SHARON BIO-MEDICINE LTD (hereinafter referred to as “the Company” or “ISL”)

1.2 This code is in alignment with the Company’s Vision and Mission statement to achieve the aims & Objectives of the company and provide complete transparency in managing the affairs of the Company. This Code has been framed specifically in Compliance with the provisions of the Listing Agreements entered into by the Company with the Stock Exchanges.

1.3 It shall come into force with effect from the 1st November 2005

2. DEFINITIONS AND INTERPRETATION

In this Code, unless repugnant to the meaning or context thereof, the following expressions shall have the meaning given to them below:

2.1 The term “Board / Board of Directors” shall mean the Board of Directors of the Company.

2.2 The term “Board Members” shall mean the Members on the Board of Directors of the Company.

2.3 The term “Whole-time Directors” shall mean the Board Members who are in wholetime employment of the Company.

2.4 The term “Non-Whole-time Directors” shall mean the Board Members who are not in whole time employment of the Company.

2.5 The term “ Senior Management Personnel” shall mean employees of the company who are members of its’ core management team excluding Board of Directors and would comprise all Vice President, General Managers and all functional heads.

2.6 The term “Relative” shall mean ‘relative’ as defined in Section 2(41) and Section 6 read with Schedule IA of the Companies Act, 1956. (Refer Appendix-I)

2.7 The term “Conflict of Interest” means where the interests or benefits of one person or entity conflict with the interests or benefits of the company.
In this Code, words importing masculine shall include feminine and words importing singular shall include plural or vice versa.

3. APPLICABILITY

This Code shall be applicable to the following persons:

a) All Whole time Directors.

b) All Non Whole-time Directors unless specifically exempted from some provisions of this Code.

c) All senior management personnel as defined in clause 2.5 of this code.

4. KEY REQUIREMENTS

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

i) Shall have a clear understanding of the Vision and Mission Statement and
also the aims & objectives and various other policies of the company.

ii) To maintain and held the company in maintaining highest degree of corporate governance.

iii) Shall act with utmost care, skill, diligence and integrity.

iv) Shall act in utmost good faith and fulfill the fiduciary obligations without
allowing their independence of judgment to be compromised.

v) To exercise independent judgment on issues of strategy, performance, policy matters etc

vi) To avoid and disclose actual and apparent conflicts of personal interest with the interest of the Company and to disclose all contractual interest, whether directly or indirectly, with the Company.

vii) Shall not involve in taking any decision on a subject matter in which a conflict of interest arises or which in his opinion is likely to arise and Shall make disclosures to the Board relating to all material financial and commercial transactions, if any, where they have personal interest, that may have a potential conflict with the interest of the company at large.

viii) Shall not, in his official capacity, enter into business with:-
(a) a relative or
(b) with a firm in which the relative is a partner
(c) a Private Limited Company in which he or his relative is a Member or a
Director and
(d) A Public Limited Company in which he or his relative holds 2% or more
paid-up share capital, except with the prior approval of the Chairman &
Managing Director unless otherwise permitted by law.

ix) To maintain confidentiality of the Company’s business.

x) Shall avoid any dealing with a Contractor or supplier that compromises the ability to transact business on a professional,, impartial and competitive basis or that may influence discretionary decision to be made by the board
members/ company

xi) Shall not hold any position or job or engage in outside business or other
interest that is prejudicial to the interests of the Company.

xii) Shall not seek or accept directly or indirectly any gift from anyone having
business dealings with the Company.

xiii) Shall not make any statement which has the effect of adverse criticism of any policy or action of the Government or of the Company or which is capable of embarrassing the relations between the Company and the public including all the stakeholders.

xiv) Not to divert to his/her own advantage any business opportunity that the
Company is in pursuit.

xv) Not to compete, whether directly or indirectly, with the Company.

xvi) Not to charge personal expenses to the Company.

xvii) Promote professionalism in the company

xviii) Notify immediately after accepting any Directorship or Management Position in other organizations to the Board of Directors of the Company.

xix) Shall not commit any offence involving moral turpitude.

5. COMPLIANCE OF LAW

The Board Members/ senior management personnel shall comply with all laws, rules and regulations relating to the business of the Company.

6. OTHER DIRECTORSHIPS

Unless specifically permitted by the Board, the Director/ senior management personnel shall not serve as Director of any other Company or as Partner of a Firm that is engaged in a business competing with the Company or with which the Company has business relations. This clause is not applicable to Ex-officio Government Nominee Directors.

The Board Members/ senior management personnel shall not accept any appointment or post, whether advisory or administrative, in any company or firm, whether Indian or Foreign, having competitive Nature of business (other than (i) Joint Venture Companies with management control vested either in ISL or Subsidiary or Group Company of ISL

7. PREVENTION OF INSIDER TRADING

The Board Members/ senior management personnel shall comply with the Code of Internal Procedures and conduct for prevention of Insider trading in dealing with securities of the Company.

8. RELATED PARTY DISCLOSURES

The Board Members shall make disclosure of related party transactions to the Board of Directors in the format provided under Accounting Standard 18 (AS-18) (Appendix II) issued by the Institute of Chartered Accountants of India (ICAI) and/or any modification or re-codification thereof.

9. CONFIDENTIALITY OF INFORMATION

The Board Member/ senior management personnel shall not provide any information either formally or informally, to the press or any other media, unless specifically authorized.

10. PROTECTION OF ASSETS

The Board Members/ senior management personnel shall protect the Company’s assets including physical assets, information and intellectual rights and shall not use the same for personal gain.

11. AMENDMENTS TO THE CODE

The provisions 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.

12. PLACEMENT OF THE CODE ON WEB-SITE

Pursuant to Clause 49 of the Listing Agreement, this Code and any amendment thereto shall be hosted on the web-site of the Company.

13. ANNUAL COMPLIANCE REPORTING

13.1 In terms of Clause 49 of the Listing Agreement, all Board Members/ senior management personnel shall affirm compliance of this Code within 30 days of close of every financial year. The Annual Report of the company shall contain a declaration to this effect signed by the Chairman & Managing Director. A Performa of Annual Compliance Report is at Appendix- III. The Annual Compliance Report shall be forwarded to the Company Secretary. If any Director/ Senior Management Personnel leaves the Company any time during a financial year, he shall send a communication to Company Secretary affirming compliance of the Code till the date of his association with the company.

13.2 The Chairman or Managing Director of the Company and the Vice President (Finance) 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.

14. ENFORCEMENT OF CODE OF CONDUCT

All Board Member/ senior management personnel shall be accountable for full compliance of the Code of Conduct.

15. CONSEQUENCES OF NON- COMPLIANCE OF THIS CODE

In case of breach of this Code either by any Director or senior management personnel, the Board of Directors shall consider the same for initiating appropriate action, as deemed necessary.

16. ACKNOWLEDGEMENT OF RECEIPT OF THE CODE

All Board Members/ senior management personnel shall acknowledge receipt of this Code or any modification(s) thereto, in the acknowledgement form as at Appendix-IV and forward the same to the Company Secretary indicating that they have received, read, understood and agreed to comply with this code.


APPENDIX - I
SHARON BIO-MEDICINE LTD

CODE OF CONDUCT FOR BOARD MEMBERS/ SENIOR MANAGEMENT PERSONNEL

EXTRACT OF SECTION 6 OF THE COMPANIES ACT, 1956
Meaning of “relative”
6. A person shall be deemed to be a relative of another if, and only if, -
(a) they are members of a Hindu undivided family; or
(b) they are husband and wife; or
(c) The one is related to the other in the manner indicated in Schedule IA.

SCHEDULE IA
LIST OF RELATIVES

1. Father
2. Mother (including stepmother)
3. Son (including step-son)
4. Son’s wife
5. Daughter (including step-daughter)
6. Father’s father
7. Father’s mother
8. Mother’s mother
9. Mother’s father
10. Son’s son
11. Son’s son’s wife
12. Son’s daughter
13. Son’s daughter’s husband
14. Daughter’s husband
15. Daughter’s son
16. Daughter’s son’s wife
17. Daughter’s daughter
18. Daughter’s daughter’s husband
19. Brother (including step-brother)
20. Brother’s wife
21. Sister (including step sister)
22. Sister’s husband

APPENDIX - II
SHARON BIO-MEDICINE LTD

The Board Members shall disclose the following, in respect of all transactions with
related parties, as covered in AS-18 issued by ICAI:
(i) the name of the transacting related party;
(ii) a description of the relationship between the parties;
(iii) a description of the nature of transactions;
(iv) volume of the transactions either as an amount or as an appropriate
proportion ;
(v) Any other elements of the related party transactions necessary for an
understanding of the financial statements.
Signature:…………………………………………….
Name:……………………………………………
Designation:……………………………………………
Date:……………………………………………
Place:……………………………………………
Note: The following are illustrative and not exhaustive list of examples of the related
party transactions in respect of which disclosures should be made by Board Members:
• Purchases or sales of goods (finished or unfinished);
• Purchases or sales of fixed assets;
• Rendering or receiving of services;
• Agency arrangements;
• Leasing or hire purchase arrangements;
• Transfer of research and development;
• License agreements;
• Finance (including loans and equity contributions in Cash or in kind);
• Guarantees and collateral’s; and
• Management contracts including for deputation of Employees.

APPENDIX-III
SHARON BIO-MEDICINE LTD
CODE OF CONDUCT FOR BOARD MEMBERS/ SENIOR MANAGEMENT PERSONNEL
ANNUAL COMPLIANCE REPORT *

I …………………………………………………………..Do hereby solemnly affirm that to
the best of my knowledge and belief, I have fully complied with the provisions of the CODE OF CONDUCT during the financial year ending 31st March 200__.
Signature:…………………………………………….
Name:……………………………………………
Designation:……………………………………………
Date:……………………………………………
Place:……………………………………………
* To be submitted by 30th April each year.

APPENDIX-IV
SHARON BIO-MEDICINE LTD
CODE OF CONDUCT FOR BOARD MEMBERS/ SENIOR MANAGEMENT PERSONNEL
ACKNOWLEDGEMENT FORM

I ………………………………………..,….. Designation……………………………..Have
received and read the Company’s “CODE OF CONDUCT FOR BOARD MEMBERS / SENIOR MANAGEMENT PERSONNEL (“this Code”). I have understood the provisions and policies contained in this Code and I agree to comply with this code.
Signature: …
Name :..……………………………………………
Designation :…..…………………………………………
Date :…..…………………………………………
Place :..……………………………………………

     
 
 
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