the Company

Nesco Limited
Code of Conduct
Preamble:
The Directors and Senior Management of Nesco Limited (“the Company”) adopt this Code of
Conduct to assist them in fulfilling their duties to the Company. The Directors are entrusted
with responsibility to oversee management of the business and affairs of the Company. As
the Company’s policy makers, the Directors set the standard of conduct for all Directors,
Officers and employees. All Directors and Senior Management will act within the bounds of
the authority conferred upon them and with a duty to make and enact informed decisions
and policies in the best interests of the Company and its shareholders / stakeholders.
This Code has been formulated so as to promote the highest degree of personal and
professional integrity, honesty and values into practice.
Applicability:
This Code is applicable to:
a) Members of the Board of Directors.
b) Senior Management, Key Management Personnel and Functional Heads (“Manager”).
As the aforesaid persons individually and collectively help shape the growth of the Company,
they are individually and collectively responsible to ensure that the Company operates with
highest degree of personal and professional integrity, honesty and ethical conduct. As it is
not possible to address every possible situation that may arise, the provision of this code are
intended to provide guidance in making ethical decisions and should thereof be construed
and applied to further the said objectives.
With a view to maintain the high standards that the company requires, the
following rules / code of conduct should be observed in all activities.
1. Guidelines for Conduct
Each director should seek to use due care in the performance of his/her duties, be loyal
to the Company and act in good faith and in a manner the Director reasonably believes
to be in or not opposed to the best interests of the Company. A director should:
•
use reasonable efforts to attend Board and committee meetings regularly;
•
dedicate sufficient time, energy and attention to the Company to ensure diligent
performance of his/her duties, including preparing for meetings and decision-making
by reviewing in advance any materials distributed and making reasonable inquiries;
•
be aware of and seek to fulfill his or her duties and responsibilities as set forth in the
Company’s Memorandum of Association, Articles of Association and Corporate
Governance guidelines; and
•
seek to comply with all applicable laws, regulations, confidentiality obligations and
Corporate Policies.
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Nesco Limited
Code of Conduct
2. Honesty & Integrity:
•
Directors and Managers shall conduct their activities, on behalf of the Company and
on their personal behalf, with honesty, integrity and fairness.
•
Directors and Managers will act in good faith, responsibility, with due care,
competence and diligence, without allowing their independent judgment to be
subordinated.
•
All Directors and Managers will act in best interests of the Company and fulfill the
fiduciary obligations.
3. Avoidance of conflict of interests:
•
Directors on the Board of the Company shall not engage in any business,
relationship, employment or activity, which may be in conflict of interest of the
Company or that interferes with the performance or responsibility to the Company or
is otherwise in conflict with or prejudicial to the Company.
•
Directors and their immediate families should not invest in a company, customer
supplier, developer or competitor and generally refrain from investments that
compromise their responsibility to the Company.
•
Directors should avoid conducting Company business with a relative or a firm /
company in which a relative / related party is associated ion any significant role.
•
A director who has an actual or potential conflict of interest, including any of the
situations described above, must disclose to the Board (1) the existence and nature
of the actual or potential conflict of interest and (2) all facts known to him/ her
regarding the transaction that may be material to a judgment about whether to
proceed with the transaction. The Director may proceed with the transaction only
after receiving approval from the Board.
•
The Company feels that serving on the boards of directors of other companies may
raise substantial concerns about potential conflict of interest. And therefore, all
directors must report/disclose such relationships to the Board on an annual basis. It
is felt that service on the board of a direct competitor is not in the interest of the
Company.
4. Confidentiality of information:
•
Any information concerning the Company’s business, its customers, suppliers, etc.,
which is not in public domain and to which a Director or a Manager has access or
possesses such information, must be considered confidential and shall not be
inappropriately disclosed or used for the personal gain or advantage of the Director
or Manager.
•
No Director or Manager shall disclose any confidential information either formally or
informally.
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Nesco Limited
Code of Conduct
5. Transparency:
All directors, senior management and employees shall ensure that their actions in the
conduct of business are totally transparent except where the needs of business security
dictate otherwise. Such transparency shall be brought about through appropriate
policies, systems and processes, including as appropriate, segregation of duties, tiered
approval mechanism and involvement of more than one manager in key decisions and
maintaining supporting records.
6. Company facilities and assets:
•
No Director, Manager and employee shall misuse Company facilities. In the use of
Company facilities, care shall be exercised to ensure that costs are reasonable and
there is no wastage.
•
Directors have a responsibility to safeguard and properly use Company assets and
resources as well as assets of other organizations that have been entrusted to the
Company. Except as specifically authorized, Company assets, including Company
equipment, materials, resources and proprietary information must be used for
Company business purposes only.
7. Insider Trading
•
Directors or Managers are prohibited by Company policy and the law from buying or
selling securities of the Company when in possession of material unpublished price
sensitive information.
•
Passing such information on to someone who may buy or sell securities is also illegal.
•
The prohibition allies to Companies securities and to securities of other companies.
•
If such material unpublished price sensitive information about other companies, such
as Company’s customers or suppliers, become known in the course of duties of the
Company. Directors are subject to additional requirements relating to reporting and
effecting transactions in Company’s securities. All Directors will comply with insider
trading guidelines as issued by SEBI.
8. Gifts and Donations
•
No Director or Manager of the Company shall receive or offer, directly or indirectly,
any gifts, donations, remuneration, hospitality, illegal payments and comparable
benefits which are intended (or perceived to be intended) to obtain business (or
uncompetitive) favours or decisions for the conduct of business.
•
Normal gifts or commemorative nature, for special events may be accepted and
reported to the Board.
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Nesco Limited
Code of Conduct
9. General Compliance with legal requirements:
It is the Company’s policy to comply fully with all applicable laws and regulations.
Ensuring legal and regulatory compliance is the responsibility of the Heads of Businesses
and the Divisional Management Committees. The Company cannot accept practices
which are unlawful or may be damaging to its reputation. Divisional Management
Committees must satisfy themselves that sound and adequate arrangements exist to
ensure that they comply with the legal and regulatory requirements impacting each
business and identify and respond to developments in the regulatory environment in
which they operate. In the event the implication of any law is not clear, the Company’s
Legal Department shall be consulted for advice.
Suspected violations of this Code must be reported to the Chairman of the Board or the
Chairman of the Audit Committee. All reported violations will be appropriately
investigated. Directors who violate this Code may be subject to sanctions, up to and
including a request to resign as Director or the Board’s seeking removal of the Director,
where permitted by applicable law.
A Director charged with a violation of this Directors’ Code should not participate in a vote
of the Committee or the Board concerning his/her alleged violation, but may be present
at a meeting of the Board or Committee convened for that purpose.
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Nesco Limited
Code of Conduct
Acknowledgment
I have received and read the Company’s Code of Conduct.
I have complied with the same and further agree to abide by the Code in future.
Name:
Designation:
Signature:
Date:
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Nesco Limited
Code of Conduct
Form 1
Date:
The Compliance Officer
Nesco Limited
Nesco Complex,
Western Express Highway,
Goregaon (East), Mumbai 400063
Dear Sir,
Sub - Permission for Dealing in shares of the Nesco Limited (Company)
In accordance with the Share Dealing Code for dealing in shares of the Company prescribed
for compliance by the designated employees of the Company, I hereby request you to kindly
permit me/my spouse/my dependent children/my dependent parents (singly/jointly) to sell/
purchase _______ shares of the Company. The details as required under the code is given
below:
Regd.
Folio No.
DP ID
Client ID
Name and address of No.
of
Shares
the Broker
intended to be dealt
Please also find an undertaking in accordance with the Code.
I request you to kindly accord your approval.
Thanking you,
Yours sincerely,
_____________
(Employee’s Name, Designation & Address)
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Nesco Limited
Code of Conduct
Form 2
Date:
The Compliance Officer
Nesco Limited
Nesco Complex,
Western Express Highway,
Goregaon (East), Mumbai 400063
Dear Sir,
Sub – Undertaking for dealing in shares of Nesco Limited (Company)
I, ____________________ (Name), am desirous of dealing in ______ shares of Company as
mentioned in my application dated ________ for prior approval of the transaction.
In accordance with the Share Dealing Code for dealing in shares of the Company prescribed
for compliance by the employees of the Company, I hereby confirm that:
a)
I have no access to nor do I have any information that could be construed as price
sensitive information upto the time of signing this undertaking;
b)
In the event that I have access to or received any information that could be
construed as price sensitive information after signing of this undertaking but before
executing the transaction for which approval is sought, I shall inform the Compliance
Officer of the same and shall completely refrain from dealing in the shares of the
Company till such information becomes public;
c)
I have not contravened the code of conduct for prevention of insider trading as
notified by the Company from time to time.
d)
I have made full and true disclosure in the matter.
I further confirm that, in case the permission is granted, the said shares would be
sold/purchased within 7 days of the date of receipt of permission and the details of
sale/purchase will be intimated to the Company within 15 days from the date of deal.
Thanking you,
Yours sincerely,
_____________
(Employee’s Name, Designation & Address)
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Nesco Limited Code of Conduct Form 3
Date:
The Compliance Officer
Nesco Limited
Nesco Complex,
Western Express Highway,
Goregaon (East), Mumbai 400063
Dear Sir,
Sub - Intimation of dealing in Shares of the Nesco Limited (Company)
In accordance with the Share Dealing Code of the Company, I hereby wish to inform you
that I/my spouse/my dependent child(ren)/dependent parent(s) (singly/jointly) have
purchased/sold ____ shares of the Company as per details given below:
Name
Relationship
DP ID/
Regd.
Folio
No.
Client
ID
No.
of No. of shares transacted
shares held
Purchase Sale Others
as
on
(Specify)
01.04.____
Date
Approval
No. (if
applicable)
I/we declare that I/we have complied with the requirement of the minimum holding period
of 30 days with respect to the shares sold.
Thanking you,
Yours sincerely,
_____________
(Employee’s Name, Designation & Address)
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Balance
Holding
as
on
31.03.__
Nesco Limited Code of Conduct Form 4
Date:
The Compliance Officer
Nesco Limited
Nesco Complex,
Western Express Highway,
Goregaon (East), Mumbai 400063
Dear Sir,
Sub - Intimation of Holding of Shares of the Nesco Limited (Company)
In accordance with the Share Dealing Code of the Company, I hereby wish to inform you
that I/my spouse/my dependent child(ren)/dependent parent(s) (singly/jointly) hold
_______ shares of the Company as on _______ (date), as per details given below:
Regd. Folio DP ID
No.
Client ID
No. of shares Held by
held
(Name)
Relationship
the employee
with
You are requested to kindly take note of the same.
Thanking you,
Yours sincerely,
___________________
(Employee’s Name, Designation & Address)
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