CODE OF CONDUCT
FOR
DIRECTORS AND SENIOR MANAGEMENT PERSONNEL

Ekam leasing And Finance Co. Limited

1.         PREAMBLE
1.1       This Code of Conduct (the Code) for all members of the Board and Senior Management Personnel of Ekam Leasing And Finance Co. Limited (the Company) is in alignment with the Company’s vision and values and aims at enhancing ethical and transparent processes in managing the affairs of the Company.
1.2       The Code has been drafted specifically in accordance with the provisions of Clause 49 of the Listing Agreement entered into by the Company with the Bombay Stock Exchange Limited, Delhi Stock Exchange Limited and Ludhiana Stock Exchange.
2.        DEFINITIONS AND INTERPRETATION
2.1       Definitions
In this Code, unless repugnant to the meaning or context thereof, the following expressions shall have the meaning given to them below:
Board or Board of Directors means the Board of Directors of the Company;
Conflict of Interest means a conflict or a difference between the interests or benefits of one person or entity with that of the Company;
Director means each member of the Board of Directors;
Governmental Authority means the government of any nation, state, city, locality or other political subdivision thereof or any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government;
Orders mean any judgment, injunction, writ, award, decree or order of any nature of any Governmental Authority or competent court or tribunal;
Relative shall have the meaning given to it in the Companies Act, 1956, as amended;
Senior Management Personnel means

  1. all Directors;
  2. all Presidents and Executive Directors of the Company
  3. all Senior General Managers and General Managers of the Company;
  4. all employees of the rank of Manager and above in the Finance and Accounts ,Secretarial and Internal Audit  function/department  and
  5. any other employee of the Company designated by the Board of Directors from time to time;

Superiormeans an officer of the Company to whom another officer of the Company reports.
2.2       Interpretation
(a)       Terms used but not defined herein shall have the meaning assigned to them in the Companies Act, 1956 and in the Listing Agreements.
(b)       This code can be modified, amended or altered only by Board of Directors of the Company.
(c)       Unless the context otherwise requires, all words (whether gender-specific or gender neutral) shall be deemed to include each of the masculine, feminine and neuter genders, and words importing the singular include the plural and vice versa.
3.         Applicability
This Code shall be applicable to the Directors and the Senior Management Personnel.
4.         Duties and Obligations
Each Director and each member of the Senior Management Personnel shall always act in the best interests of the Company and in accordance with the authority conferred upon him and shall, without prejudice to the foregoing, always:
(a)       act with the utmost care, skill, diligence and integrity;
(b)       act with the utmost good faith and fulfill his fiduciary obligations without allowing his independence of judgment to be compromised;
(c)      in the case of a member of Senior Management Personnel, unless permitted to do so by his Superior, abstain from taking, or participating in, any decision on a subject matter in which a Conflict of Interest arises or which, in his opinion, is likely to arise;
(d)       make disclosures to the Chairman and Managing Director of the Company in relation to all material financial and commercial transactions where he has a personal interest that could conflict with the interest of the Company.
(e)       without the prior approval of the Chairman and Managing Director of the Company and in accordance with law, abstain from entering into business with any of the following in his official capacity:

  1. a relative;
  2. a private limited company in which he or his relative is a member or a director;
  3. a public limited company in which he or his relative holds 2% or more paid-up share capital; or
  4. with a firm in which his relative is a partner.

(f)        avoid acquiring any personal or financial interest in any business dealings concerning the Company;
(g)       abstain from holding any position or job or engage in outside business or other interest that is prejudicial to the interests of the Company;
(h)       abstain from exploit for his own personal gain, opportunities that are discovered through the use of corporate property, information or position, unless the opportunity is disclosed fully in writing to the Chairman and Managing Director of the Company and the Board declines to pursue such opportunity and allow him to avail such opportunity;
(i)         abstain from seeking or accepting, directly or indirectly, any gift from anyone that has business dealings with the Company;
(j)         abstain from making any adverse criticism of any policy or action of the Government of India or of the Company or which is capable of embarrassing the relations between the Company and the public including all the stakeholders; and
(k)        abstain from committing any offence involving moral turpitude.
Provided that nothing in this clause shall apply to any statement made or views expressed by a Director or a member of Senior Management Personnel, which are purely factual in nature and are not considered as confidential, in his official capacity or in due performance of the duties assigned to him or in execution of any Order of any Government Authority.

5.         Compliance with Law
Each Director and each member of the Senior Management Personnel shall comply with all laws, rules and regulations relating to the business of the Company.
6.         Other Directorships
6.1       Unless specifically permitted by the Chairman and Managing Director of the Company, each Director and each member of the Senior Management Personnel shall not serve as a director of any other company or as a partner of a firm that is engaged in a business that competes with the business of the Company or that of a company or firm with which the Company has a business relationship.
6.2       The restriction as stated in Clause 6.1 shall not apply to:
(a)       joint venture companies with management control vested in the Company; or
(b)       Subsidiary companies or Associates of the Company.
7.         Related Party Disclosures
Each Director and each member of the Senior Management Personnel shall make a complete disclosure of all related party transactions to the Chairman and Managing Director of the Company in accordance with Accounting Standard 18 (AS-18) issued by the Institute of Chartered Accountants of India (ICAI) and in format set out in Appendix I hereto.
8.         Confidentiality of Information
Any information concerning the Company’s business to which a Director or a member of Senior Management Personnel has access or which is in his possession, must be considered confidential and held in confidence.  No Director or a member of Senior Management Personnel shall provide any information either formally or informally, to the press or any other media, unless specifically authorized by the Company.
Provided that a Director or a member of Senior Management Personnel can disclose such information which is:
(a)       part of the public domain at the time of disclosure;
(b)       authorised or required to be disclosed pursuant to a decision of the Board or any of its Sub-Committees; or
(c)       required to be disclosed in accordance with applicable laws, rules, regulations, guidelines, or directions from the Government of India or any other Governmental Authority.
9.         Protection Of Assets
The Directors and 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.
10.       Amendments To The Code
The provisions of this Code can be amended or modified by the Board of Directors of the Company from time to time and all such amendments or modifications shall take effect from the date stated therein.
11.       Placement Of The Code On Website
Pursuant to Clause 49 of the Listing Agreement, this Code and any amendment thereto shall be hosted on the website of the Company.
12.       Annual Compliance Reporting
12.1     In accordance with Clause 49 of the Listing Agreement, all Directors and Senior Management Personnel shall affirm compliance with 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 and Managing Director of the Company.  A format of the Annual Compliance Report is set out in Appendix II.
12.2     The Annual Compliance Report shall be forwarded to the Compliance Officer of the Company. If any Director or any member of 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.
12.3     The Chairman and Managing Director of the Company and the Chief Financial Officer of the Company or any other person in charge of the finances of the Company 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 the Code.
13.       Enforcement Of Code Of Conduct
Each Director and each member of the Senior Management Personnel shall be accountable for fully complying with this Code.
14.       Consequences Of Non- Compliance Of The Code
Any Director or any member of the Senior Management Personnel that violate the Code will be subject to disciplinary action as may be decided by the Board.
15.       Acknowledgement Of Receipt Of The Code
Each Director and each member of the Senior Management Personnel shall acknowledge receipt of this Code or any modifications thereto, in an acknowledgement form substantially similar to that in Appendix-III and shall forward the same to the Company Secretary indicating that they have received, read, understood and agreed to comply with this Code.

APPENDIX I

DISCLOSURE OF RELATED PARTY TRANSACTIONS

The Directors and Senior Management Personnel 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; and
(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 Directors and Senior Management Personnel:
• 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;
• licence agreements;
• finance (including loans and equity contributions in cash or in kind);
• guarantees and collaterals ; and
• management contracts including for deputation of employees.

APPENDIX-II

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 FOR DIRECTORS AND SENIOR MANAGEMENT PERSONNEL during the financial year ending 31st March 200__.

 

Signature :…………………………………………….
Name :……………………………………………
Designation :……………………………………………
Date :……………………………………………
Place :……………………………………………

 

Note:  To be submitted by 30th April each year.

APPENDIX-III

ACKNOWLEDGEMENT FORM

 

I, ……………………………………….., have received and read the CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT PERSONNEL (the 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:..……………………………………………