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Code of Conduct for Directors and Senior Management

(Pursuant to Sub Clause 1(D) of Clause - 49 of the Listing Agreement)


Directors Shall:

  1. Adopt highest standards of personal and professional integrity and ethical conduct.
  2. Act diligently, openly, honestly and in good faith.
  3. Provide leadership in advancing the company's vision, values and guiding principles.
  4. Attend and actively participate in regular and special meetings of Board and Committees on which they serve.
  5. Maintain the confidentiality of price sensitive information and details about the company
  6. Understand the Company's principal business plans, strategies and objectives, operational results, financial condition and relative market place position.
  7. Declare/disclose any change in their employment, other board positions committee memberships immediately from the date of change.
  8. Disclose relationship with other business, charitable, conflicts of interest, which may interfere with their ability to perform their function as Director.
  9. Disclose shareholding in the Company and the changes thereof immediately.
  10. Devote their full attention to the business interest of the Company
  11. Not to engage in any activity which is prejudicial to the interest of the Company
  12. Shall conduct dealings in the securities of the Company in a valid trading window as per the pre clearance procedure.
  13. The independent directors shall.
    1. Undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the company
    2. Seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice and opinion of outside experts at the expense of the company;
    3. strive to attend all meetings of the Board of Directors and of the Board Committees of which he is a member;
    4. participate constructively and actively in the committees of the Board in which they are chairpersons or members;
    5. strive to attend the General Meetings of the Company;
    6. where they have concerns about the running of the company or a proposed action, ensure that these are addressed by the Board and, to the extent that they are not resolved, insist that their concerns are recorded in the Minutes of the Board meeting;
    7. keep themselves well informed about the company and the external environment in which it operates;
    8. not to unfairly obstruct the functioning of an otherwise proper Board or committee of the Board;
    9. pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure themselves that the same are in the interest of the company;
    10. ascertain and ensure that the company has an adequate and functional Vigil Mechanism and to ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use;
    11. report concerns about unethical behaviour, actual or suspected fraud or violation of the company's Code of Conduct or ethics Policy;
    12. acting within his authority, assist in protecting the legitimate interests of the company, shareholders and its employees;
    13. not disclose confidential information, including commercial secrets, technologies, advertising and sales promotion plans, unpublished price sensitive information unless such disclosure is expressly approved by the Board or required by law.
  14. shall affirm compliance of the Code of Conduct on annual basis.


Senior Management Personnel Shall:

  1. abide by the ethical business conduct, uphold the standard in day to day activities, comply with all applicable laws, rules and regulations.
  2. follow highest standards of personal and professional integrity, honesty and ethical conduct while working in the Company's premises or outside or in social events.
  3. avoid any conflict of interest with the Company's business policies / regulations and not to take part in any activity that may enhance, support competitors position.
  4. devote their full attention to the business interest of the Company and shall protect the assets and properties of the Company and ensure efficient use for the business of the Company.
  5. obtain approval from the Company before accepting any Directorship from other Companies.
  6. neither give nor accept any improper / illegal and unauthorized gratification for any purpose whatsoever.
  7. keep confidential all the information available through employment and not to use them for personal gain.
  8. continuously review, update and strive to improve the procedures and working methodology.
  9. shall conduct dealings if any in the securities of the Company in a valid trading window as per the pre clearance procedure.
  10. shall affirm compliance of the Code of Conduct on annual basis.

Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information

The Board of Directors of Sivanandha Steels Limited has formulated a code of practices and procedures for fair disclosure of unpublished Price Sensitive information pursuant to sub-regulatoin (1) of Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations, 2015, as follows.

The Company Shall

  1. Make prompt public disclosure of unpublished price sensitive information that would impact price discovery no sooner than credible and concrete information comes into being in order to make such information generally available.
  2. Ensure uniform and universal dissemination of unpublished price sensitive information to avoid selective disclosure.
  3. Designate a senior officer as a Chief investor relations officer to deal with dissemination of information and disclosure of unpublished price sensitive information.
  4. Make prompt dissemination of unpublished price sensitive information that gets disclosed selectively, inadvertently or otherwise to make such information generally available.
  5. Provide appropriate and fair response to queries on news reports and requests for verification of market rumours by regulatory authorities.
  6. Ensure that information shared with analysts and research personnel is not unpublished price sensitive information.
  7. Develop best practices to make transcripts or records of proceedings of meetings with analysts and other investor relations conferences on the official website to ensure official confirmation and documentation of disclosures made.
  8. Handle all unpublished price sensitive information on a need-to-know basis.

Terms and conditions of appointment of Independent Directors

The term of appointment:

Independent Directors are appointed for a period of 5 years.

As Independent Directors, they will not be liable to retire by rotation.

Reappointment at the end of the Term shall be based on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the Board and the shareholders. The reappointment would be considered by the Board based on the outcome of the performance evaluation process and the directors continuing to meet the independence criteria.

The expectations of the Board from the appointed Director

  1. Time Commitment:- The Company anticipates a commitment of sufficient time and attention as necessary in order to perform their duties under the appointment.
  2. Strategy:- The Company expects that the Independent Directors will constructively challenge and contribute to the development of strategy.
  3. Performance:- Independent Directors shall scrutinize the performance of management in meeting agreed goals and objectives and monitor the reporting of performance.
  4. Risk:- Independent Directors should satisfy themselves that the financial information is accurate and that financial controls and systems of risk management are robust and defensible.
  5. Confidentiality:- Independent Directors must apply the highest standards of confidentiality and not disclose to any person or Company (whether during the course of the Appointment or at any time after its termination) any confidential information concerning the Company and any group Companies with which they come into contact by virtue of their position as a Non-Executive Independent Director of the Company.

Appointment in Board-Level committees and its tasks:

During their tenure of appointment the Independent Directors may be asked to serve on one or more of the Board Committees and they will be provided with copies of the terms of reference for each of those Committees.

The fiduaciary duties that come with such appointment along with accompanying liabilities:

Independent Directors:

  1. should submit a declaration in the beginning of every financial year under section 149 (7) of the Companies Act, 2013 ("the Act") confirming the criteria of independence.
  2. should promptly inform the Board of any change in the status of independence.
  3. shall not breach any of the terms and conditions pertaining to Independent Directors as mentioned in the Companies Act, 2013 or the listing agreement or any other Act or Regulations.
  4. shall display utmost alacrity in approving financial statement.
  5. shall disclose interest in any of the contract or arrangements and also disclose the interest on periodical basis as required under law.
  6. shall strive to attend all meeting including Board, Committee and General Meetings. They shall actively participate in the meetings.
  7. shall not compromise or allow to compromise "Independence"
  8. shall not misuse the assets, property, information or any other matter that may be in possession, in the capacity as a Director of the Company.
  9. shall not engage in Insider Trading activities.
  10. shall ensure compliance of all the laws of the land.

The above list is only indicative and not exhaustive.

Any breach of fiduciary duties would warrant civil and criminal action or both by the Company, its shareholders, statutory authorities and others. The Companies Act, 2013, envisages huge penalties and imprisonment for such breaches. They are also exposed to Class Action Suit by Shareholders.

The Code of Business Ethics that the Company expects its directors and employees to follow:

The Company formulated a detailed Code of Conduct for the Board of Directors and Senior employees of the company. The Code of Conduct is also being displayed in the Company's website. The same shall form part of Independent Directors appointment letter.

The list of actions that a director should not do while functioning as such in the Company:

Independent Directors shall not

  1. misuse the information in their possession for personal gains.
  2. engage in any way (both directly or indirectly) with the competitors.
  3. in any way indulge in activities which may be construed as conflict of interest.
  4. break any law of the land or indulge or provoke the co-directors or employees to do the same.
  5. enter into any contract or arrangements wherein they directly or indirectly interested.

The above list is only indicative and not exhaustive.

The remuneration, mentioning periodic fees, reimbursement of expenses for participation in the Boards and other meetings and profit related commission, if any.

Presently the non-whole time Directors are not remunerated . The expenses incurred by the Directors for attending the Board or Committee Meetings or any other works are reimbursed.


The Appointment Letter is issued based on the Act, Rules and other Regulations prevalent at the time of appointment. Any change in above, shall automatically entail changes in the terms and conditions.

The Board or its Committee is empowered to change the policy, from time to time. Such change in policy shall be informed to Independent Directors.

The Board or it Committee are empowered to review and change the terms and conditions of this letter. Any changes, thereof, will be informed to the Independent Directors.