Code of Conduct

Regulation 17(5) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 provides that the board of directors shall lay down a code of conduct for all members of board of directors and senior management of the listed entity and the code of conduct shall suitably incorporate the duties of independent directors as laid down in the Companies Act, 2013.

In compliance with the SEBI Regulations, this ‘Omkar Speciality Chemicals Limited – Code of Conduct for Directors and Senior Management’ has been formulated, approved and adopted by the board of directors of Omkar Speciality Chemicals Limited (the “Company”).

The Code applies to Directors and Senior Management of the Company.

The Independent Directors of the Company are subject to certain additional duties as laid down by the Companies Act, 2013.

The Code has been formulated and approved by the Board and is to be strictly observed by the Directors and Senior Management of the Company for the governance of good corporate practices. Any issue relating to the interpretation of the Code will be handled by the Board. The Company Secretary of the Company is appointed as the Compliance Officer under the Code and will be available to answer any questions, provide clarification and to help in ensuring compliance with the Code.

1. Fulfill functions of the office with integrity, professionalism, and exercise powers attached thereto in good faith and with due care and diligence, without the influence of personal interest.


2. The Board should act in the best interests of, and fulfill the fiduciary obligations to the company’s shareholders, whilst also considering the interests of other stakeholders.


3. Ensure that the company’s assets, proprietary confidential information and resources are used by the company and its employees only for legitimate business purposes of the company.


4. Minimize any situation or action that can create conflict of interests of the company vis-à-vis personal interest or interest of associated persons and make adequate disclosures, where necessary.


5. The senior management shall have the primary responsibility for the implementation of internal controls to deter and detect fraud. The company shall have Zero tolerance for the commission or concealment of fraud or illegal acts.


6. The senior management will ensure that its dealings and relationships with business associates/customers are maintained in the best interest of the company. Its relationship in regard to the company work should be professional and commercially appropriate.


7. The senior management will ensure the timely compliance with all applicable laws, regulations, confidentiality obligations and corporate policies of the company. Encourage reporting of a material violation of any laws, rules or regulations applicable to the company or the operation of its business and ensure that the person reporting such violation is not aggrieved in any manner.


8. Comply with the terms of the code of conduct for prohibition of Insider Trading approved by the Board of Directors and any other code that may be formulated from time to time, as applicable.


9. Conduct business in a responsible manner and commit to undertake:
   
   
   1. Compliance with environmental laws , regulations and standards
   2. To incorporate environment friendly and protective measures as an integral part of the design, production, operation and maintenance of the company’s facilities
   3. Encourage optimum use of energy, and minimize any adverse impact on the environment
   4. Ensure health and safety measures for all the employees and workmen
   
   
10. The senior management shall not, without the prior approval of the Managing Director, accept part time employment or a position of responsibility (such as consultant or a director)with any other organization, for remuneration or otherwise.


11. Establish processes and systems for storage, retrieval and dissemination of documents both in physical and electronic form, so that the obligations of this code are fulfilled.