CODE OF CONDUCT

• This code of conduct has come into force from 1st November, 2005.

• This code of conduct shall apply to:
  • All the Directors of the Company (including nominee Director), whether they are Executive or non-Executive.
  • All Executives of the Company from the rank of Deputy General Manager and above.
  • All Executives of the Company from the rank of Deputy General Manager and above.
  • All Executives of the Company who are reporting directly to the Managing Director irrespective of their rank. (All these persons hereinafter are collectively referred to as “Senior Officials”).

   

• All the Senior Officials shall observe highest standards of ethical conduct and shall be subject to all the rules and regulations of the Company which are in force from time to time.

• Shall ensure that the Company’s assets are used by them for official purpose and where used for personal purpose it shall be in accordance with their terms of appointment.
• Shall avoid any transactions or situation in which their personal interest comes into conflict with that of the Company and where such conflict may exist would disclose their interest.
• Shall not receive directly or indirectly any benefit intended as being given as a gain or favour to them for dealings with the Company except as being authorized by their terms of appointment.
• Shall ensure the secrecy of all confidential information which comes to their knowledge, even after they cease to hold office or to serve the organization.
• Shall not give any statement to the public or any media except those specifically authorized by the Management.
• Shall not engage directly or indirectly through a relative in any material business dealings with the Company without appropriate disclosure to the Chairman.
• Shall adhere to the Insider Trading Code of the Company.
• Shall always truthfully comply with all the laws of the land.
• Shall always uphold the goodwill and credibility of the Company.
• Shall always uphold the value of trust, team work, mutuality, self respect and human dignity and shall never compromise with the interest of the Company in all their dealings with the customers, suppliers and all other business partners.
• Shall not accept gifts or presents from persons whom the Senior Official believe who may intend to derive a quid pro quo in relation to the Company’s business.
• Shall not illegally or unreasonably withhold any property or documents of the Company to the detriment of interest of the Company.

• The aforesaid code seeks to lay down guidelines and does not intend to create any right in favour of any person.
• Any waiver of any provisions of this Code of Conduct must be placed for approval before the Board of Directors.

The Board has appointed few Committees of its Members some of which are in compliance of the provisions of the Companies Act, 2013 and others are to fulfill the exigencies of the business needs:

Audit Committee:
The Committee is constituted mainly to ensure that the financial reporting process is in a proper, sufficient and credible manner, recommending the appointment of statutory and internal auditors, reviewing the periodical and annual financial statements, internal control and audit systems, monitoring vigil mechanism laid down by the Board and various functions laid down under the Companies Act/Corporate Governance norms. The Committee comprises of Mr. A. K. Jatia, Mr. V. K. Beswal (Chairman), Mr. Nandan Damani and Ms. Preeti Mehta.

Nomination and Remuneration Committee:
The Committee reviews and determines the Company’s policy regarding remuneration payable to the Managing and Whole-time Directors and other Senior Employees and also recommending the appointment of the Directors on the Board. The Committee comprises of Ms. Preeti Mehta (Chairperson), Mr. V. K. Beswal and Mr. A. K. Jatia.

Stakeholders’ Relationship Committee:
The Committee reviews the complaints/grievances of Shareholders/Investors/fixed deposit holders, redressal thereof and correspondence with SEBI. The Committee comprises of Mr. V. K. Beswal (Chairman), Mr. A. K. Jatia and Mr. S. K. Bansal.

Investment & Borrowing Committee:
The Committee authorizes making of investments/ICDs and the borrowings from lenders including Banks and other persons within the limits prescribed by the Board/Companies Act. The Committee comprises of Mr. A. K. Jatia and Mr. S. K. Bansal.

CSR Committee:
The Committee is entrusted with the task to evaluate and recommend to the Board the expenditure to be made within the framework of the Companies Act on the CSR activities and take a review thereof. The Committee comprises of Mr. A. K. Jatia, Mr. V. K. Beswal, Mr. S. K. Bansal and Ms. Preeti Mehta (Chairperson)

Share Transfer Committee:
The Committee deals with the approval of the transfer and transmission of securities of the Company and matters concerned thereto. The Committee comprises of Mr. A. K. Jatia, Mr. S. K. Bansal and Dr. Ashok Kumar.

Criteria for Selection of Candidates for Senior Management and Members on the Board of Directors

Intimation to Stock Exchange

AMJLAND-Policy on Board Diversity of the Company

AMJLAND-Policy on evaluation of Performance of Directors and the Board

Policy on Related Party Transactions

Corporate Social Responsibility

Familiarisation programme for independent Directors.

AMJ Land - Insider Trading Policy

Policy for Determining Material Subsidiary

AMJLand-Policy on Determination of Materiality for Disclosures

AMJLAND Archival Policy

AMJLAND-Policy on Preservation of Documents

Vigil Mechanism / Whistle Blower Policy

Remuneration Policy