Philosophy
It is the long pursued policy and commitment of Adinath Exim Resources Limited to adhere to highest standards of integrity – professional and financial – and business ethics in operation of its business. We recognize society as an important stakeholder in this enterprise and therefore it is part of our responsibility to practice good corporate citizenship. Further, these are essential so that we can conduct our business in accordance with our stated values.

Applicability
The Code is applicable to the following persons:

1) All Directors of the Company, whether executive or non-executive including nominee Directors;

2) All executives of the Company from the rank of Manager and above;

3) All executives including professionals of the Company, having direct reporting to the Managing Director, Chairman of the Company.

The Code of Conduct

This Code provides that ED/Officers and Senior Finance Officers influencing financial performance will:

1. Discharge their duties at the highest level of honesty and integrity having regard to their position and their organisation. Integrity is the quality from which public trust is derived and a benchmark against which the ED/Officers must measure all decision making.

2. Observe the rule and spirit of the law and comply with the ethical and technical requirements of any relevant regulatory or professional body.

3. Respect all the confidentiality of all confidential information acquired in the course of business and not make improper use or disclose such confidential information to third parties without specific authorisation or legal requirement.

4. Observe the principles of independence, accuracy and integrity in dealings with the board, audit committees, board committees, internal and external auditors and other senior managers within the organisation and other relevant bodies external to the organisation.

5. Disclose to the Board any actual or perceived conflicts of interest of a direct or indirect nature of which the ED/Officers becomes aware and which the ED/OFFICERS believes could compromise in any way the reputation or performance of the organisation.

6. Maintain the principle of transparency in the preparation and delivery of financial information to both internal and external users.

7. Exercise diligence and good faith in the preparation of financial information and ensure that such information is accurate, timely and represents a true and fair view of the financial performance and condition of the organisation and complies with all applicable legislative requirements.

8. Ensure the maintenance of a sound system of internal controls to safeguard the organisation’s assets and to manage risk exposure through appropriate forms of control.

9. Set a standard for honesty, fairness, integrity, diligence and competency in respect of the position of ED/Officers that will encourage emulation by others within the organisation.

10. Remain committed, at all times, to observing, developing and implementing the principles embodied in this Code in a conscientious, consistent and rigorous manner.

Key Principles of the Code of Conduct

This Code provides that ED/Officers and Senior Finance Officers influencing financial performance in respect to:

Honesty and integrity
1.
Discharge their duties at the highest levels of honesty and integrity having regard to their position and their organisation. Integrity is the quality from which public trust is derived and a benchmark against which the ED/Officers must measure all decision making.

The ED/Officers should be competent, committed, independent and tough-minded. The ED/Officers should protect and preserve the integrity of the organisation’s financial reporting process. The ED/Officers should behave in such a way as to ensure the integrity of the financial statements and by extension, the interests of shareholders are foremost.

Compliance with requirements
2.
Observe the rule and spirit of the law and comply with the ethical and technical requirements of any relevant regulatory or professional body.

Many ED/Officers will already be subject to regulation by a professional body and they are also always subject to the operation of the general law. This Code is designed to buttress adherence to both these regulatory regimes.

This Code also stresses the requirement to observe the spirit of all relevant regulatory regimes. Specifically, ED/Officers must avoid recourse to technical “hiding places” to resolve difficult ethical issues.

Use of information
3.
Respect the confidentiality of all confidential information acquired in the course of business and not make improper use or disclose such confidential information without specific authorisation or legal requirement.

In all systems designed to enhance observance of ethical standards, the issue of confidentiality is crucial. ED/Officers should not deal with confidential information so as to gain an advantage for themselves or an associate or to cause detriment to the organisation.

Internal communications and dealings
4.
Observe the principles of honesty, independence, accuracy and integrity in dealings with the Board, audit committees, board committees, internal and external auditors, other senior managers within the organisation and other relevant bodies external to the organisation.

Establishing independence – within the context of a cohesive a team – can be challenging for ED/Officers. This Code is meant to help provide a powerful foundation for ED/Officers independence. ED/Officers need to ensure they have independence in reporting to the CEO and the Board through appropriate access and authority.

Conflicts of interest
5.
Disclose to the Board any actual or perceived conflicts of interest of a direct or indirect nature of which the ED/Officers becomes aware and which the ED/OFFICERS believes could compromise in any way the reputation or performance of the organisation.

At the very heart of almost all codes of conduct lies “conflict of interest”. This is a complex issue that requires unremitting, close attention by ED/Officers in carrying out their duties by adopting the principles of honesty, integrity and transparency.

Transparency
6.
Maintain the principle of transparency in the preparation and delivery of financial information to both internal and external users.

ED/Officers must ensure they are satisfied that all material matters in relation to the company that could impact the equities market have been appropriately disclosed.

Diligence and good faith
7.
Exercise diligence and good faith in the preparation of financial information and ensure that such information is accurate, timely and represents a true and fair view of the financial performance and condition of the organisation and complies with all applicable legislative requirements.

The ED/Officers should be diligent to ensure that an organisation’s financial statements are not materially misstated. This principle mandates adherence to the highest standards of care in the preparation of financial information. In particular, it requires ED/Officers to present a “true and fair” view of the financial performance and condition of the organisation – a requirement which means going beyond the letter of any statutory requirement, for example, when it is clear that this is materially important to the various persons who may be relying on the relevant financial information.

Internal controls
8.
Ensure the maintenance of a sound system of internal controls to safeguard the organisation’s assets and to manage risk exposure through appropriate forms of control.

The ED/Officers, must take responsibility for all the control systems. It is a basic principle of almost all codes of conduct such as this, that the persons directly covered by this Code are also professionally and ethically responsible for the personnel and systems under their charge. The ED/Officers is responsible for designing, implementing and supervising systems to protect a company’s assets.

Setting a standard
9.
Set a standard for honesty, fairness, integrity, diligence and competency in respect of the position of ED/Officers that will encourage emulation by others within the organisation.

Finance staff are strongly influenced by the attitude and actions of the ED/Officers. The ED/Officers is a role model in setting the standards for the entire finance function and throughout the organisation.

Compliance with this Code
10.
Remain committed, at all times, to observing developing and implementing the principles embodied in this Code in a conscientious, consistent and rigorous manner.

This Code is not a document to be read and filed. It is a document that a ED/Officers should turn to regularly. Each ED/Officers – and all relevant staff should use it as a tool to enhance considered ongoing workplace reflection. Company Boards are encouraged to adopt the code for their company’s finance functions.

ED/Officers are uniquely positioned to oversee the construction and operation of an organisation’s financial affairs. But if the actions and influence of ED/Officers are to be real they must extend beyond prescribed rules, obligations and responsibilities. Instead, the boundaries of a ED/Officers’s effort must be shaped by an unwavering commitment to investors and a dedication to the integrity of high quality financial reporting.

No rights created

This Directors’ Code set forth guidelines for conduct for the Board of Directors and Senior Management Executives. It is not intended to and does not create any rights in any Director or Senior Management Executive, client, supplier, customer, shareholder, or any other person or entity.

Commitment to our Corporate Principle:

Individually and collectively, each of our employee across all levels today reaffirm commitment to those Corporate Principle that guide us in the conduct of our business and