Code of Conduct |
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| We, at Blue Coast Hotels and Resorts
Ltd. are committed to display through our behavior and actions the
following conduct, which applies to all aspects of our business. |
| CODE OF CONDUCT FOR BOARD MEMBERS AND
SENIOR MANAGEMENT PERSONNEL |
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Introduction:- |
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- This Code of Conduct (“Code”) shall be called "The
Code of Conduct for Board Members and Senior Management Personnel”
of Blue Coast Hotels and Resorts Limited (hereinafter referred
to as “the Company”).
- The Code of Conduct (“Code”) lays down important
corporate values that shape the Company’s value system and
business practices and represents cherished values of the Company.
- The Code also provides guidance to employees in recognizing
and dealing with important ethical and legal issues and fosters
a culture of honesty and accountability.
- The subject code has been framed specifically in compliance
with the provisions of clause 49 of the listing agreement with
stock exchanges.
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Definitions
& Interpretations:- |
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- The term "Board Members" shall mean the Directors
on the Board of Directors of the Company.
- The term “Whole-time Director” shall mean the Directors
on the Board of Directors of the Company who are in whole-time
employment of the Company.
- The term “Part-time Director” shall mean the Directors
on the Board of Directors of the Company who are not in whole
time employment of the Company.
- The term “Relative” shall have the same meaning
as defined in Section 6 of the Companies Act, 1956.
- In this code words importing the masculine gender shall include
feminine gender and words importing singular shall include the
plural or vice versa.
- In this code words importing the masculine gender shall include
feminine gender and words importing singular shall include the
plural or vice versa.
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Applicability:- |
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| The Code is applicable to: |
- Members of the Board
- Senior Management Cadre comprising CEO's / Executive Directors
(not member of the Board), Vice Presidents and General Managers
both together referred to as "Officers" hereafter.
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| Requirements |
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Honest
& Ethical Conduct:- |
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| All the persons to whom this code applies shall
act in accordance with the highest standard of honesty, integrity,
fairness and ethical conduct while working for the Company as well
representing the Company without allowing their independent judgment
to be subordinated and fulfill the fiduciary obligations. |
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Conflict
Of Interest:- |
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| All persons to whom this code applies shall not
involve themselves in making any decision on a subject matter in which
a conflict of interest arises or could arise, between the personal
interest and the interest of the Company. In the event of apprehending
of such conflict of interest, the relevant facts shall be disclosed
in writing explaining the circumstances that create or could create
the conflicts of interest to: (a) Board of Directors in case of Directors
(whole-time & part-time) and (b) Chairman & Managing Director
in case of Senior Management Personnel for further directions in the
matter. |
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Corporate
Opportunities:- |
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| All persons to whom this code applies shall not
exploit for their own personal gain, opportunities that are discovered
through company’s business, information or position, unless
the opportunity is disclosed fully in writing to the Company’s
Board of Directors or Chairman & Managing Director as the case
may be. |
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Secret
Profit:- |
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| Members of the Board of Directors and the senior
management team shall not make any profit in the process of their
dealings in the matter of the company without knowledge of the Board |
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Outside
Directorship:- |
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| Any person to whom this code applies shall not serve
as a Director of any other Company or as a partner of a firm that
competes with the Company. (Whole Time Directors and Senior Management
Personnel shall obtain approval of the Chairman before accepting Directorship
of any other Company or partnership of a firm). |
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Confidential
And Proprietary Information:- |
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| Any information concerning the Company’s business,
its customers, suppliers, etc, which is not in the public domain and
to which the Board Members and Senior Management Personnel has access
or possesses such information, must be considered confidential and
held in confidence, unless authorized to do so and when disclosure
is required as a matter of law. No Board Members and Senior Management
Personnel shall provide any information either formally or informally,
to the press or any other publicity media, unless specifically authorized. |
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Compliance
of the applicable Laws:- |
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| The Board of Directors and the senior management
staff should comply with all the applicable legal provisions prescribed
or may be prescribed by the statutory authorities from time to time. |
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Gifts
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Any person to whom this code applies will not solicit
any gifts from their business relationships. He shall reject unsolicited
gifts that may be perceived as intended to influence any business
decision. Any gift which is consistent with customary business practices,
inexpensive gifts, corporate gifts, infrequent business meals, celebratory
events and entertainment, provided that they are not excessive or
create an appearance of impropriety, do not violate this policy.
Acceptance of cash gift is prohibited. |
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Respect
for people :- |
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All the officers are expected to treat co-employees
and business associates fairly and, irrespective of hierarchical level,
with dignity and respect. Being treated fairly means that employees
shall be judged on merits.
Senior Management Cadre must maintain an open line of communication
and to listen to all employees. |
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Company
Assets, Computer Network Use and Security :- |
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| Any person to whom this code applies must make responsible
use of Company assets in their personal possession such as telephones,
computers and other hardware, software, Internet connection, networks
and the information that runs on them in a responsible manner. |
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He
must:- |
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- Use telephone, computers and peripherals and internet responsibly
and primarily for legitimate business purposes any personal usage
should be reasonable and kept to a minimum.
- Protect the security of computer systems.
- Not engage in communications that might be considered offensive,
derogatory, defamatory, harassing, obscene or otherwise vulgar.
- Not use Company communications systems to improperly disseminate
copyrighted or licensed materials, or proprietary information.
- Not use Company communications systems to transmit chain letters,
advertisements or solicitations (unless authorized).
- Not visit inappropriate Internet sites; and
- Always protect information used to access computers, networks
or systems.
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| Company’s electronic communication system
and information are liable to be monitored for compliance with Company
policy and applicable laws. Employees must note that they are not
entitled to privacy privilege in respect of the same. |
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Acknowledgement
of receipt of the code :- |
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| All Board Members and Senior Management Personnel
shall acknowledge the receipt of this code in the acknowledgement
form annexed to this Code (Appendix-II) indicating that they have
received, read and understood, and agreed to comply with the code
and send the same to the Company Secretary. New Persons joining the
organization and to whom this code applies will sign such a deed at
the time when their office begins. |
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Compliance
with the Code :- |
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| As a condition of employment / association with
the Company, Employees are expected to comply with and strictly adhere
to the standards of conduct contained in this Code and underlying
policies and procedures. When in doubt, this Code casts the responsibility
on the Employee to seek clarification and guidance as to the proper
course of conduct from relevant authority.
Employees who are aware of any misconduct under this Code, illegal
activity, fraud or abuse of Company assets must report such matters
to the Managing Director. The employees reporting any misconduct
shall be suitably protected and no unjust action will be taken against
any such employee for making such a report. |
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Certifications
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In terms of clause 49 of the listing agreement,
Persons to whom the Code is applicable shall within 30 days of close
of every financial year affirm compliance with the Code. A proforma
of Annual Compliance Report is annexed to this Code as Appendix-I.
The Annual Compliance Report shall be forwarded to the Company Secretary
of the Company.
The Managing Director will make a declaration in the annual report
for each year that the above affirmations have been received from
the Employees. |
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Waiver
and Amendments of the code :- |
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No waiver of any of the provisions of this code
shall be valid unless, the Board of Directors of the Company approves
such waiver in case of Board members and by Chairman & Managing
Director in case of Senior Management Personnel.
The provisions of this code can be amended by the Board of Directors
of the Company from time to time. |
| NON-COMPLIANCE |
Suspected violations of this Code may be reported
to the Chairman & Managing Director of the Company or the Chairman
of the Audit Committee. All reported violations should be appropriately
investigated.
A director charged with a violation of this Code should not participate
in a vote of a Committee or the Board concerning his/her alleged violation,
but may be present at a meeting of the Board or of a Committee convened
for that purpose. |
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Penalty
for Non-compliance :- |
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| Penalty for breach of this code by Senior Management
Personnel shall be determined by the Chairman. In case of breach of
this code by the Whole-time Directors and/or Part-time Directors,
the same shall be examined by the Board. Penalty may include serious
disciplinary action, removal from office and dismissal as well as
other remedies, including recommendations for any of the above penalty,
to the extent permitted by law and as considered appropriate under
the circumstances
This Code of Conduct has been adopted by Blue Coast Hotels and Resorts
Limited to comply with the applicable rules of the Stock Exchanges
where securities of the Company are listed. |
Appendix-I
Annual Compliance Report |
| I ……………………………………………………do
hereby solemnly affirm to the best of my knowledge and belief that
I have, in letter and in spirit, complied with the provisions of the
Code Of Conduct For Board Members And Senior Management Personnel
during the financial year ending March 31, 200 . |
Signature : ……………………………………………
Name : ……………………………………………
Designation : ……………………………………………
Date : ……………………………………………
Place : …………………………………………… |
Appendix-II
Acknowledgement Form |
| I ………………………………………,
have received and read the Company’s “Code Of Conduct
For Board Members And 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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