CODE OF CONDUCT FOR BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL 

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Introduction

 

This Code of Conduct (“Code”) shall be called "The Code of Conduct for Board Members and Senior Management Personnel” of Blue Coast Hotels Ltd.  (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 Regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013.

 

Definitions & Interpretations

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The term “Board of Directors” or “Board”, means the collective body of the directors of the company

 

The term “whole-time director” includes a director in the whole-time employment of the company.

 

The term “Independent director” means an independent director referred to in sub-section (6) of section 149 of Companies Act, 2013.

 

The term “Senior management‘‘ shall mean the officers and personnel of the Company who are members of its core management team, excluding the Board of Directors, and shall also comprise all the members of the management one level below the Chief Executive Officer or Managing Director or Whole Time Director or Manager (including Chief Executive Officer and Manager, in case they are not part of the Board of Directors) and shall specifically include the functional heads, by whatever name called and the Company Secretary and the Chief Financial Officer.

 

The term “Relative” means relative as defined under sub-section (77) of section 2 of the Companies Act, 2013 and rules prescribed there under.

 

In this code words importing the masculine gender shall include feminine gender and words importing singular shall include the plural or vice versa.

 

Applicability

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The Code is applicable to:

 

1. Members of the Board

2. Senior Management personnel 

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Requirements

 

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 fulfil the fiduciary obligations. 

 

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 and (b) Executive Director/whole Time Director in case of Senior Management Personnel for further directions in the matter.

 

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.

 

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

 

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.)

 

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 Compliance of the applicable Laws

 

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.

 

 

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.

 

Respect for peoples

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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

 

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. 

 

He must: 

• 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. 

 

Company’s electronic communications 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.

Acknowledgement of receipt of the code 

 

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. 

 

Compliance with the Code

 

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.

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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.

 

Certifications

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In Compliance of Regulation 26 of SEBI, Regulation, 2015, All  members  of  the  board  of  directors  and  senior  management  personnel  shall  affirm compliance with the code of conduct of board of directors and senior management on an annual basis The Managing Director/Whole Time Director will make a declaration in the annual report for each year that the above affirmations have complied by all board  of  directors  and  senior  management  personnel . 

 

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

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Suspected violations of this Code may be reported to the Managing Director/Whole Time 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.

Penalty for Non-compliance 

 

Penalty for breach of this code by Senior Management Personnel shall be determined by the Managing Director/Whole Time Director. In case of breach of this code by any Director(s), 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 Ltd. to comply with the applicable rules of the Stock Exchanges where securities of the Company are listed i.e. BSE Limited and National Stock Exchange of India Limited.

 

Duties of Independent Director

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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.