Regulation 17(5) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) stipulates that the Board of Directors of every listed company shall lay down a code of conduct for all Board members and Senior Management personnel of the Company.
As a responsible corporate citizen, Nanta Tech Limited (“Company”) has always believed in the highest standard of corporate governance and compliance with the laws of India and to reinforce and assure our shareholders that the Company is committed towards the highest standard of corporate governance and compliance, the Company has adopted this Code of Business Conduct and Ethics (“Code of Conduct”).
The purpose of this Code of Conduct is to help ensure compliance and meet regulatory requirements.
This Code of Conduct should be read in conjunction with applicable regulations & existing policies & procedures of the Company.
This Code of Conduct is applicable to all the Directors of the Company and Senior Management Personnel which would include members of management one level below the executive directors, including all functional heads (hereinafter collectively referred to as the “Senior Personnel”).
All Senior Personnel of the Company are expected to read and understand this Code of Conduct and to comply with the letter and spirit of this Code of Conduct. The Senior Personnel are required to comply with all applicable laws and standards, policies, rules and procedures of the Company.
All Senior Personnel must act within the bounds of the authority conferred upon them and with a duty to make and enact informed decisions and policies in the best interests of the company and its shareholders/stakeholders.
The Code of Conduct comes into effect from 01/08/2024
The Board or any person/committee authorized by the Board on their behalf, will consider and see to all the questions and/or interpretational issues arising from, under and/or relating to this Code of Conduct.
In this Code of Conduct, the following words and expressions shall have the following meaning:
In this Code of Conduct, the words importing the masculine shall include feminine and words importing singular shall include the plural or vice versa.
All Senior Personnel of the Company must comply and where applicable must oversee compliance by the employees, with all applicable laws, rules & regulations, applicable to the Company, both in letter and in spirit.
Each Senior Personnel 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.
The members of the core management of the Company shall initiate all actions deemed necessary for proper dissemination of relevant information to the Board, statutory auditors and/or any other relevant party, as may be required by applicable laws, rules and regulations.
No action/transaction/step shall be undertaken and/or not undertaken by any Senior Personnel of the Company and/or any person authorized or instructed for the same (“Action”), if the consequence of such an Action would violate any of the applicable laws, rules & regulations, applicable to the Company.
All Senior Personnel must ensure that any and all information relating to the Company that:
and is not available in the public domain, except when disclosure of any such information is authorized or legally mandated, shall at all times must be kept confidential.
Unless approved by the Board and/or the authorised representative of the Company, no Senior Personnel shall provide any confidential or sensitive information, either formally or informally to the press or any other publicity media.
All Senior Personnel shall act in accordance with the highest standards of integrity, honesty, fairness and ethical conduct while working for the Company as well as when representing the Company.
For the purpose of this Code of Conduct:
Senior Personnel shall act in the best interests of the Company and fulfil their fiduciary obligations.
Senior Personnel should promote ethical behaviour and take steps to ensure that the Company promotes ethical behaviour and also encourages its employees to freely report violations of laws, rules, regulations or the Company's Code of Conduct to the appropriate personnel.
Senior Personnel must avoid and promptly disclose to the Company any potential conflicts of interest regarding any matters concerning the Company (including its subsidiaries & joint ventures).
Senior Personnel shall ensure that they make appropriate disclosures to the board relating to all material financial and commercial transactions, where they have personal interest, that may have a potential conflict with the interest of the company at large (for e.g. dealing in company shares, commercial dealings with bodies, which have shareholding of management and their relatives etc.). They shall not acquire assets for consideration other than cash from the Company and vice-versa.
If any Senior Personnel already has or is contemplating investing in any customer, supplier, developer or competitor of the Company, he or she must first ensure that these investments do not compromise on his/her responsibilities to the Company.
Several factors are involved in determining whether a conflict exists, including the size and nature of the investment; the Senior Personnel’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 Senior Personnel makes a disclosure to the Board before making such an investment and obtains a prior approval/no objection.
A Senior Personnel 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 and therefore, related party transaction should in all possibilities be avoided.
Any dealings with a related party must be conducted in such a way that no preferential treatment is given and adequate disclosures are made as required under the Act, SEBI Guidelines and as per the applicable policies of the Company.
No employee of the Company shall receive/offer, directly or indirectly, any gifts, donations, remuneration, hospitality, illegal payments and comparable benefits which are intended to obtain business favours/uncompetitive preferential treatment or in return for any business favours/uncompetitive preferential treatment or decisions. Bribery is illegal and the Company does not allow for corrupt practices in any form, including bribery.
This gift policy will apply to all employees of the Company as well as its subsidiary company and such employees should never use personal funds or resources to do something that cannot be done with the Company’s resources.
None of the employees can give/offer business gifts, which include business entertainment, business courtesies, as well as providing hospitality in connection with business activities; provided however, that provision of appropriate, lawful business gifts in connection with the employees work for the Company with commercial customers and other parties, would be permitted if the following conditions are satisfied:
The Company does not permit the soliciting of gifts. Receiving of gifts by the employees in connection with business activities is not permissible, provided however, that this restriction shall not apply to:
Senior Personnel must protect the Company's assets and should endeavour not to exploit them for their own personal gains.
Senior Personnel shall also not exploit for their own personal gains any opportunities discovered through use of corporate property, information or position, unless the opportunity is disclosed fully in writing to the Board.
Any Senior Personnel and his/her relatives shall not derive benefit or assist others to derive benefit by giving investment advice from the access to and possession of information about the Company, which is not available in public domain and therefore constitutes insider information as per the SEBI Guidelines.
All employees of the Company are required to comply with insider trading guidelines as per the SEBI Guidelines policies of the Company, from time to time.
The Company 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, colour, 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.
The company secretary of the Company shall be the Compliance Officer for the purpose of this Code of Conduct. Senior Personnel are required to report observed violations of the Code of Conduct and any illegal or unethical behaviour, to the Compliance Officer.
As a part of a Senior Personnel’s job and of his or her ethical responsibility is to help enforce this Code of Conduct. Senior Personnel should be alert to possible violations and report this to the Company Secretary. Officers must cooperate in any internal or external investigations of possible violations. Reprisal, threat, retribution or retaliation against any person who has, in good faith, reported a violation or a suspected violation of law, this Code of Conduct or other Company policies, or against any person who is assisting in any investigation or process with respect to such a violation, is prohibited.
All reports will be treated in a confidential manner and it is the Company’s policy to not allow retaliation for reports made in good faith of misconduct by others.
In accordance with an established, documented and approved process, the Company will undertake review & where appropriate, investigations of alleged violations or misconduct. Senior Personnel are expected to cooperate in internal investigations of misconduct and violations of this Code of Conduct.
Any Person having any queries / requiring any clarifications may contact the Secretarial & Legal Department.
The matters covered in this Code Conduct are of the utmost importance to the Company, its stockholders and its business partners, and are essential to the Company's ability to conduct its business in accordance with its stated values. We expect all of our Senior Personnel to adhere to these rules in carrying out their duties for the Company.
The Company will take appropriate action against any Senior Personnel whose actions are found to violate these policies or any other policy of the Company. Disciplinary actions may include immediate termination of directorship, employment or business relationship at the Company's sole discretion.
The Company is committed to continuously reviewing and updating its policies and procedures. Therefore, this Code of Conduct may be amended/modified from time to time to ensure compliance with applicable laws and the Companies policies.
Any amendment or waiver of any provision of this Code of Conduct must be approved in writing by the Board and promptly disclosed/updated on the Company's website and in applicable regulatory filings pursuant to applicable laws and regulations, together with details about the nature of the amendment or waiver.
The Code for Independent Directors is attached as Annexure I.
All Senior Personnel shall acknowledge the receipt of this Code of Conduct in the acknowledgement form appended to this Code of Conduct (Refer Annexure II) indicating that they have received, read and understood, and agreed to comply with the Code of Conduct and send the same to the Compliance Officer. New Senior Personnel will submit such an acknowledgment at the time when their directorship / employment begins / when they assume a senior management position.
All the Senior Personnel shall, within 45 (forty-five) days of close of every financial year affirm compliance with the Code of Conduct (Refer Annexure III). The duly signed Annual Affirmation of Compliance shall be forwarded to the Compliance Officer of the Company.
