Code of Conduct

INTRODUCTION This Code of Conduct shall be called “The Code of Conduct for Board Members and Senior Management Personnel” of Premier Explosives Limited (PEL).

PEL’s commitment to ethical and lawful business conduct is a value fundamentally shared by the Board of Directors & the senior management and all other employees of the company.

PEL has formulated the following code of conduct as a guide to board members and senior management personnel. The code does not attempt to be comprehensive or cover all possible situations. It encourages PEL’s team to take positive actions. PEL expects all its employees to implement the code in its true spirit and in case of any doubt or confusion, to consult their immediate superior.

For the purpose of this code, the terms ‘officer” shall mean executives who are in the grade of Manager and above.

PEL’s BUSINESS

OFFICERS:
Every officer shall act within the authority conferred upon him by the company and under applicable law, keeping the best interests of the company in view and shall:

  • Act with utmost care, skill, diligence, honesty, good faith and integrity as well as high moral and ethical standards.
  • Act fairly and transparently and not participate in any decision-making process on a subject matter in which a conflict of interest exists or is likely to exist such that an independent judgment of the company’s best interest cannot be exercised.
  • Fulfill their obligations without allowing their independence of judgment to be compromised.
  • Avoid having any personal and/or financial interest in any business dealings concerning the company.
  • Avoid conducting business with (a) a relative or (b) a private limited company in which he or his relative is a member or a director (c) a public limited company in which he or his relative holds 2% or more shares or voting right and (d) with a firm in which the relative is a partner, except with the prior approval of the Board.
  • Avoid any dealings with a contractor or supplier that compromises the ability to transact business on a professional, impartial and competitive basis or influences decisions to be made by the company.
  • Not engage in any business, relationship or activity with anyone who is a party to a transaction with the company.
  • Not exploit for his own personal gain, opportunities that are discovered through use of corporate property, information or position, unless the opportunity is disclosed fully in writing to the board.
  • Not hold any positions or jobs or engage in other businesses or interests that are prejudicial to the interests of the company.
  • Not commit any offence involving moral turpitude or any act contrary to law.
  • Not seek, accept, offer or make, directly or indirectly, any gifts, illegal payments, remuneration, donations or comparable benefits which are intended to or perceived to obtain business.
  • Not use any confidential information obtained by them in the course of their official duty, whether from the company or otherwise, for personal gain, or use/ allow the use of such information for the financial benefit for any other person.

DIRECTORS:
In addition to the above, in performing their board and board committee functions, the directors shall:

  • Not hold position of director/adviser with a competitor company
  • Inform the Chairman of changes in their interests that may interfere with their ability to perform their duties, and in the case of “independent directors”, impact their independence as a board member.

PROTECTION OF ASSETS:
The officers shall not misuse, for personal gain or otherwise, the assets of the company, including tangible assets such as equipment and machinery, systems, facilities, materials, resources as well as intangible assets such as proprietary information, relationships with customers and suppliers, etc., and shall employ them for the purpose of conducting the business for which they are duly authorised.

AMENDMENTS TO THIS CODE:
The provisions of this code can be amended and modified by the board of directors of the company from time to time and all such amendments and modifications shall take effect from the date stated therein.

PLACEMENT OF THE CODE ON WEBSITE
Pursuant to clause 49 of the Listing Agreement, this code and any amendments thereto shall be posted on the website of the company.