SHYAM TELECOM LIMITED
CODE OF ETHICS FOR BOARD MEMBERS,
PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS
A. INTRODUCTION
Shyam Telecom Limited (the “COMPANY”) is committed to conducting its
business on a high ethical plan based on honesty, integrity, and fair
commercial competition. This Code of Ethical conduct applies to all Senior
Management, officers and employees, (with all three groups being referred
to as “EMPLOYEES”) all the Directors of the company and is intended to
provide a clear understanding of the ethical principles of business conduct to
each employee.
Pursuant to the revised clause 49 (1)(D) of the Listing Agreement, a model
of code of conduct has been re-designed to maintain the highest standard of
Corporate Governance. The Board Members and Senior Management
Personnel of the Company and Senior Management Personnel of the
company must register and comply with this code of conduct.
This Code is applicable to following persons:o All the Board Members.
o Principal Executive officers.
o Principal Financial officers.
o Principal Accounting officers or controllers.
o All professionals serving in the office of Finance, Tax, Accounting,
Purchase, Treasury, Internal Audit, Financial Analysts, Investors
Relation and Secretarial Department.
B. DEFINITION AND INTERPRETATIONS
o The term “Board Members” shall mean Directors on the Board of
Directors of the company.
o The term “Whole- time Director” or Functional Directors” shall be the
Directors on the board of Directors of the company who are in whole
time employment of the company.
o The term “Part time Director” shall mean Director on the Board
Directors of the Company who are not in whole time employment of
the company.
o The term “Relative” shall have the same meaning as defined in
section 6 of the Companies Act, 1956.
o The term “Senior Management” shall mean personnel of the company
who are members of its core management team excluding Board of
Directors and would comprise all the members of management one
level below the whole time Director, including all functional heads.
o The term “The Company” shall mean Shyam Telecom Limited.
C. CONTENTS OF CODE
1. HONEST AND ETHICAL CONDUCT:Integrity and honesty are essential components of trust. Without trust an
organization cannot function effectively. Board Members and Senior
Management are expected to act in accordance with highest standard of
personal and professional integrity, honesty and ethical conduct, while
conducting business of the public enterprise.
2. FAIR DEALINGS:The Board Members and Senior Executives of the Management of the
company are to deal with others in a fair manner. One of the corner stone
of the philosophy of the company is “Respect for individual”. Noncompliance will make individual outcaste from value system and also
attract disciplinary action.
The Board Members and Senior Management Personnel must act within
the authority conferred upon them and in the best interest of the company
and observe the following code of conduct:
 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.
 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 such conflicts 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- cum- Managing Director in case of Senior
Management personnel for further directions in the matter.
 Shall avoid conducting business with a relative or with a private
company/ Firm/ organization/ partnership in which he/she is a
member or a public limited company in which a relative holds 2%
or more shares or voting right or with a firm in which a relative is a
partner.
 Shall not derive benefits or assist others to derive benefit by giving
investment advice from the access to and possession of information.
The Board Member and Senior Management personnel shall make
timely disclosures of
(i) The trading in the shares of the company
(ii) Transaction having personal interest and related party
transaction that are required to be made under laws, rules and
regulations and code for prevention of Insider Trading in the
Securities of the Company.
(iii) Any information concerning the company’s business, its
customers, suppliers, contractors, 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 and held in confidence,
unless authorized to do and when required as a matter of law.
No Board Member and Senior Management personnel shall
provide any information either formally or informally, to the
press or any other publicity media, unless specifically
authorized.
 Shall avoid having any personal financial interest in works or
contracts awarded by the company
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Shall avoid any relationship with a contractor or supplier that could
compromise the ability to transact business on a professional,
impartial and competitive basis or influence decision to be made
by the company.
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 and cum- Managing Director as the
case may be.
3. POLICY ON DISCLOSURE TO PUBLIC:Any transaction undertaken in the name of the company that would
violate the Laws of the Land is prohibited.
Our policy is to be provided full, fair, accurate, timely and
understandable disclosure in reports and documents that we file with, or
submit to the Stock Exchange and in our public communications.
Accordingly, Board Members and all officers must ensure that they
comply with our disclosure controls and procedures, and our internal
controls for financial reporting.
4. POLICY AGAINST INSIDER TRADING:Our board Members and Senior Management shall comply with the code
of conduct for prevention of Insider Trading in dealing with securities of
the Company.
5. POLICY ON FRAUDULENT AND UNFAIR TRADE PRACTICE
IN THE SECURITIES MARKET:The Company’s securities are listed on major Stock Exchanges of India
and the Company is committed to comply with the securities laws in all
jurisdictions. The company prohibits fraudulent and unfair trade practice
in the securities market, with regards to the securities of the company or
of company with whom the company has business dealings. This policy
shall apply to all the directors and employees of the Company.
6. POLICY ON ACCOUNTABLITY:-
All of those whom we serve, be it our customers, without whom the
company will not be in business, the shareholders, who have an
important stake in its business, the employees who have a vested interest
in making it all happen, the vendors, who support the Company to deliver
in time and society to which company is responsible for its actions- are
stakeholders of the company. All, therefore, must keep in mind at all
times that they are accountable to company’s stakeholders.
7. DISCIPLINARY ACTIONS:The company will take appropriate actions against any Board Members
or Employees or Agents or contractor or consultant, whose actions are
found to violate these policies or any other policies of the company as
prescribed by the law and deems fit in the interest of the company.
8. WAIVER AND AMENDMENTS OF THE CODE: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- cum- 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.
9. DISPLAY OF THE CODE IN WEBSITE OF THE COMPANY:As required under the clause 49- “Corporate Governance” of the listing
Agreement, this code and any amendments there shall be posted on the
website of the company.