Code of Conduct
CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT OF THE COMPANY
(As per Companies Act, 2013 and SEBI (LODR) Regulation, 2015)
Introduction/Background/ Purpose of the Code:
Regulation 46(2) (d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) requires every listed company to publish a code of conduct for its board of directors and senior management personnel on its website. This code of conduct (“Code”) has been prepared in accordance with the Listing Regulations and shall apply to the board of directors and members of the senior management of Raconteur Global Resources Limited (the “Company”). This Code may be amended by the board of directors of the Company from time to time provided that such revised Code complies with the Listing Regulations. This code was adopted by the Board of Directors in its meeting dated 19th March 2025.
Scope/Applicability of the Code:
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.
Terms and Definition:
“Board” or “Board of Directors” shall mean the board of directors of the Company.
“Company” shall mean Raconteur Global Resources Limited (the “Company”).
“Compliance Officer” shall mean the Company Secretary of the Company and in his absence any senior officer, so designated by the Board for the purpose of compliance with the Code.
“Director” shall mean a member of the Board.
“Listing Regulations” shall mean SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
“Senior management” shall mean the officers and personnel of the listed entity 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 persons identified and designated as key managerial personnel, other than the board of directors, by the listed entity.
Words and expressions used and not defined in this Code, but defined in the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, and rules and regulations made thereunder shall have the meanings respectively assigned to them in such legislations.
Details of the Code Guidelines for Conduct
Every person to whom the Code is applicable, shall conduct the affairs of the Company and perform his duties with due care, diligence, dignity, honesty and integrity and shall confirm to the highest moral and ethical standards and at all time, be loyal to the Company and act in good faith and in the best interest of the Company.
Besides the duties and responsibilities cast upon Directors by applicable laws, articles of association of the Company and provisions of the Code, set out hereinbefore, a Director is also expected to:
- use such degree of skill as may be reasonable to expect from a person with his/ her knowledge or experience;
- not seek to influence any decision of the Board for any consideration other than in the interests of the Company;
- make reasonable efforts to attend Board meetings, meetings of the committees of the Board where the Director is a member and general meetings of shareholders, regularly;
- inform the chairman of the Board/ committee or the Company Secretary of the Company well in advance in case he is not in a position to attend a Board/ committee meeting and apply for the grant of leave of absence;
Conflict of Interest
The Directors and Senior Management shall not engage in any activity, business, or relationship, which may be in conflict with the interest of the Company or prejudicial to the Company’s interest. The Directors and Senior Management shall also not accept gifts from persons or firms who deal with the Company, or are seeking to deal with the Company, where the gift is being made in order to influence the director’s actions as a member of the Board, or where acceptance of the gift could create the appearance of a conflict of interest.
Further, members of the Board of Directors and all senior management personnel of the Company are required to make disclosures to the board of directors relating to all material, financial and commercial transactions, where they have personal interest that may have a potential conflict with the interest of the Company. The disclosure is required to be sent to the Compliance officer who shall promptly circulate the same to the Board of Directors and/or place it at the meeting of the Board of Directors scheduled after receipt of such Disclosure.
The Directors and Senior Management are entrusted with the responsibility to oversee and formulate the policies for the management and affairs of the Company. Therefore, in the interest of good corporate governance they shall conduct their activities, on behalf of the Company and on their personal behalf, with honesty, integrity, and fairness. All of them must act in good faith with honesty and accountability and with due care, competence, and diligence. The Directors and Senior Management shall encourage employees of the Company to report violations of laws, rules, regulations, or this Code to the appropriate personnel.
Disclosure of Interest
The Directors shall promptly disclose at the time of their appointment and subsequently whenever there is a change, their interest in other companies and body corporates in compliance with applicable laws.
The Directors and Senior Management shall also promptly disclose their relationships with other individuals, firms or body corporate wherever such relationship may affect their independence of judgment while performing their duties and responsibilities towards the Company.
Confidentiality
Directors and Senior Management should maintain the confidentiality of information entrusted to them by the Company. The Company’s confidential and proprietary information shall not be inappropriately disclosed or used for the personal gain or advantage of the Director/ Senior Management or anyone other than the Company. Confidential information includes any information relating to the Company’s business, customers, suppliers, employees etc., which is not available in the public domain and to which the Director/ Senior Management has access or they possess such information because of their position in the Company.
Company Property
Directors and Senior Management have a fiduciary relationship with the Company and they should act like a trustee for the Company’s property/ assets as well as the property/ assets of other organizations that have been entrusted to the Company. They are responsible for its safe custody and accountable for its use. The Directors and Senior Management shall not use this assets/property except as specifically authorized and that too only for the purpose of Company business.
Corporate Business Opportunities here means those opportunities, which are made available to the Company and which are known to the Directors/ Senior Management due to the position held by them in the Company. The Directors/ Senior Management shall not utilise such opportunities for their personal benefit. However, once an opportunity is fully and properly disclosed to the Board and after consideration rejected by them then it ceases to be a Corporate Business Opportunity.
Compliance With Applicable Laws & Company’s Policies
Every person to whom the Code is applicable and others directly or indirectly associated with the Company shall comply with all applicable laws, rules, regulations and guidelines issued by the Government of India from time to time. Further they shall also comply with the various policies, guidelines and codes formulated by the Company in compliance with the Listing Regulations and other applicable provisions including the Company’s policy on insider trading and procedures for fair disclosure.
The members of the Board and Senior Management shall affirm the compliance with the Code on an annual basis and shall sign a confirmation to that effect as per the format set out by the Company Secretary of the Company. The annual report of the Company shall carry a declaration signed by the CEO/ Managing Director of the Company stating that the members of Board and Senior Management have affirmed compliance with the Code.
Suspected violations of the Code must be reported to the Chairman of the Board or the Chairman of the Audit Committee. All reported violations would be appropriately investigated and action will be taken on the conclusion of the enquiry by the Board which may even include a request to resign as Director or Senior Management of the Company, if permitted by applicable laws and is in the best interest of the Company.
The board of directors of the Company reserves the right to modify and/or amend the Code at any time. The Code and subsequent amendment(s) thereto, shall be published on the website of the Company.
Non- Adherence
Non-adherence of this policy may lead to appropriate action as the Company Board of Directors or the Senior Management may deems fit, including termination of employment or directorship or the office of position thereof.