Ganesham
Securities Private Limited expects the
highest possible ethical conduct from its Board
Members and Principal Executive Officers and other
employees. This
Code of
Conduct contains the policy guidelines
and procedures adopted by the Board of Directors
of the Company for its employees. Full compliance
with this Code of Conduct by all concerned is
mandatory.
The objective of the Code is to promote honest
and ethical conduct and disclose in a transparent
manner the values in accordance to which the
business of the Company will be conducted. The
Board is of the view that the standards should
apply to them and to all employees of the Company.
Accordingly, compliance with this Code is a
condition of employment and service for Senior
Principal Officers, and is meant to supplement
the general Code of Conduct for all employees.
Compliance Officer
Mr. Vijay Rao is designated
as the Compliance Officer for this purpose,
reporting to the Chairman.
The Compliance Officer shall be responsible
for setting forth policies and procedures and
monitoring adherence to the rules for the preservation
of “Price Sensitive Information”,
pre-clearing of all designated employees and
their dependents trades (directly or through
respective department heads as decided by the
organisation), monitoring of trades and the
implementation of the code of conduct under
the overall supervision of the partners/proprietors.
The Compliance Officer shall also assist all
the employees/directors in addressing any clarifications
regarding SEBI (Prohibition of Insider Trading)
Regulations, 1992 and the organisation’s
code of conduct.
Preservation
of “Price Sensitive Information”
Employees/directors shall maintain the confidentiality
of all Price Sensitive Information. Employees/directors
must not pass on such information directly or
indirectly.
Need to know
Price Sensitive Information is to be handled
on a “need to know” basis, i.e.,
Price Sensitive Information should be disclosed
only to those within the organisation who need
the information to discharge their duty and
whose possession of such information will not
give rise to a conflict of interest or appearance
of misuse of the information.
Limited access
to confidential information
Files containing confidential information shall
be kept secure. Computer files must have adequate
security of login and password etc.
Chinese Wall
To prevent the misuse of confidential information
the organisation shall adopt a “Chinese
Wall” policy which separates those areas
of the organisation which routinely have access
to confidential information, considered “inside
areas” from those areas which deal with
sale/marketing/investment advise or other departments
providing support services, considered “public
areas”.
The employees in the inside area shall not
communicate any Price Sensitive Information
to any one in public area.
The employees in inside area shall be physically
segregated from employees in public area. Inside
area shall constitute of senior employees not
below than General Manager level in the hierarchy
of the organization.
In exceptional circumstances employees from
the public areas may be brought “over
the wall” and given confidential information
on the basis of “need to know” criteria,
under intimation to the compliance officer.
Prevention of
misuse of Price Sensitive Information
Inside area employees shall not use Price Sensitive
Information to benefit of their own or their
relatives. The following trading restrictions
shall apply for trading in securities.
Pre-clearance
of trades
All directors/officers/employees of the organisation
who intend to deal in the securities of the
client company (above a minimum threshold limit
of Rs. 5 lacs) shall pre-clear the transactions
as per the pre-dealing procedure as described
hereunder.
An application may be made in this regard,
to the Compliance Officer indicating the name
and estimated number of securities that the
designated employees/director intends to deal
in, the details as to the depository with which
he has a security account the details as to
the securities in such depository mode and such
other details as may be required by any rule
made by the organisation/firm in this behalf.
An undertaking shall be executed in favour
of the organisation by such designated employee/
directors incorporating, inter alia, the following
clauses, as may be applicable:
(i) That the designated employee/director does
not have any access or has not received any
“Price Sensitive Information” up
to the time of signing the undertaking.
(ii) That in case the designated employee/director
has access to or receives “Price Sensitive
Information” after the signing of the
undertaking but before the execution of the
transaction he/she shall inform the Compliance
Officer of the change in his position and that
he/she would completely refrain from dealing
in the securities of the client company till
the time such information becomes public.
(iii) That he/she has not contravened the code
of conduct for prevention of insider trading
as specified by the organization from time to
time.
(iv) That he/she has made a full and true disclosure
in the matter.
Other restrictions
Using mobile phones by the employee dealers
during the trading session is strictly prohibited.
They should ask all their respective clients
to place order through land line telephones
of the company.
All directors/designated employees shall execute
their order within one week after the approval
of pre-clearance is given. If the order is not
executed within one week after approval is given
the employee/director must preclear the transaction
again.
All directors/officers/designated employees
shall hold their investments for a minimum period
of 15 days in order to be considered as being
held for investment purposes.
The holding period shall also apply to purchases
in the primary market (IPOs). In the case of
IPOs, the holding period would commence when
the securities are actually allotted.
In case the sale of securities is necessitated
by personal emergency, the holding period may
be waived by the Compliance Officer after recording
in writing his/her reasons in this regard.
Analysts, if any, employed with the organisation
while preparing research reports of a client
company(s) shall disclose their shareholdings/interest
in such company(s) to the Compliance Officer.
Analysts who prepare research report of a listed
company shall not trade in securities of that
company for thirty days from preparation of
such report.
Good work environment
The Company’s vision is based on inspiring
and unleashing creative potential in human assets
of the Company. This is possible in an environment
where we all respect the rights of those around
us. In this direction, we endeavour:
a) To treat individuals in all aspects of employment
solely on the basis of ability irrespective
of race, caste, creed, religion, age, disability,
gender, sexual orientation or marital status.
b) Not to tolerate racial, sexual or any other
kind of harassment.
Company Facilities
No director, senior management persons and employee
shall misuse Company facilities. Except where
such facilities have been provided for personal
use either by policy or by specific permission,
Company's facilities shall not be used for personal
use. Even in their use for Company purposes,
care shall be exercised to ensure that costs
are reasonable and there is no wastage. Ostentation
in Company expenditure shall be avoided.
Laws, Regulations
And Government Related Activities
As an Indian company, Eureka is subject to
laws and regulations in India. Violation of
governing laws and regulations is both unethical
and subjects Eureka to significant risk in the
form of fines, penalties and damaged reputation.
It is expected that each employee will comply
with all applicable laws, regulations and corporate
policies.
Using Third-Party
Copyrighted Material
Employees may sometimes need to use third-party
copyrighted material to perform their jobs.
Before such third-party material may be used,
appropriate authorization from the copyright
holder must be obtained, with the exception
of material for which Eureka holds the copyright.
Amendments and
waivers to the Code
From time to time, the Board may amend or waive
certain provisions of the Code depending on
the legal and other requirements or for a bona
fide purpose. Every employee, including those
recruits (at the time of joining) will be given
a copy of the Code and are required to confirm
their compliance of the same in writing. A copy
of the Code will also be published on the web
site of the Company.
Reporting Requirements
for transactions in securities
All directors/designated employees of the organisation
shall be required to forward following details
of their securities transactions including the
statement of dependent family members (as defined
by the organisation/firm) to the Compliance
Officer:—
(a) all holdings in securities by directors/officers/designated
employees at the time of joining the organisation;
(b) periodic statement of any transactions in
securities. The organisation may also be free
to decide whether reporting is required for
trades where pre-clearance is also required;
(c) annual statement of all holdings in securities.
The Compliance Officer shall maintain records
of all the declarations given by the directors/designated
employees in the appropriate form for a minimum
period of three years.
The Compliance Officer shall place before the
Chairman or a committee notified by the organisation,
on a monthly basis all the details of the dealing
in the securities by designated employees/directors
of the organisation and the accompanying documents
that such persons had executed under the pre-dealing
procedure as envisaged in this code.
Penalty for contravention
of code of conduct
Any employee/director who trades in securities
or communicates any information or counsels
any person trading in securities, in contravention
of the code of conduct may be penalised and
appropriate action may be taken by the organisation.
Employees/ directors of the organisation who
violate the code of conduct may also be subject
to disciplinary action by the company, which
may include wage freeze, suspension, etc.
The action by the organisation shall not preclude
SEBI from taking any action in case of violation
of SEBI (Prohibition of Insider Trading) Regulations,
1992.
Information to SEBI in case of violation of
SEBI (Prohibition of Insider Trading) Regulations
In case it is observed by the organisation
/compliance officer that there has been a violation
of these Regulations, SEBI shall be informed
by the organisation.
