Gem Spinners follows a strong Code of Business Conduct and Ethics for Directors / Senior management personnel of the company. The Code highlights areas of ethical risk; provides guidance to directors/ senior management personnel on ethical issues; offers mechanisms to report unethical conduct; and helps foster a culture of honesty and accountability.

Interpretation of Code

The Board or any person/ committee authorized by the Board is authorized to handle any query or interpretation under the Code as well as waive compliance to it. The Director, Officer or employee seeking waiver of this code shall make full disclosure of the particular circumstances to the Board or the designated person/ committee. Each Director/ senior management personnel must comply with the letter and spirit of this Code.

Conflict of Interest

Directors/ senior management personnel must avoid any conflicts of interest between themselves and the Company and must disclose details of the same to the Board promptly. A "conflict of interest" can occur when:

  • A Director’s/ senior management personnel's personal interest is adverse to or may appear to be adverse to the interests of the company as a whole.
  • A Director, or his/her relative, as defined by the Companies Act, 1956, receives improper personal benefits as a result of his/her position as a Director of the Company.

Common conflicts which directors/ senior management personnel should avoid include:

a. Relationship of Company with third- parties:

Directors/ senior management personnel may not receive a personal benefit from a person or firm, which is seeking to do business or to retain business with the Company. A Director shall keep him/herself away from any Company Board decision involving another firm or company with which the director is affiliated.

b. Compensation from non – Company sources:

Directors/ senior management personnel may not accept compensation (in any form) for services performed for the Company from any source other than the Company.

c. Gifts:

Directors/ senior management personnel may not offer, give or receive gifts from persons or entities that deal with the Company in those cases where any such gift is being made in order to influence the Directors action as members of the Board or where acceptance of the gifts could create the appearance of a conflict of interest.

d. Personal use of Company assets:

Directors/ senior management personnel may not use Company assets, labour or information for personal use unless approved by proper authority, or as part of compensation or expense reimbursement program available to all Directors/ senior management personnel.

Corporate Opportunities

Directors/ senior management personnel are prohibited from:

  • Utilising for themselves opportunities of the Company that are discovered through the use of company property, Company information or position as a Director
  • Using the company's property or information for personal gain; or
  • Competing with the company for business opportunities. However, if the Company's Directors / senior management personnel are disinterested in an opportunity and determine that the company will not pursue it, a Director/ senior management personnel may then do so.

Confidentiality

Directors/ senior management personnel must maintain the confidentiality of Company information entrusted to them or available to them in their capacity as a Director/ senior management personnel, except when disclosure is authorized or legally mandated.

For purposes of this Code, “confidential information” includes all non-public information relating to the company.

Political Non-alignment

The Board shall be committed to and support a functioning democratic constitution and system with a transparent and fair electoral system in India. The Board shall not support, directly or indirectly, any specific political party or candidate for political office. The Company shall not offer or give any of its funds or property as donations, directly or indirectly, to any specific political party, candidate or campaign if it is violating any law.

Compliance with Laws, Rules & Regulations; Fair Dealing

Directors/ senior management personnel must comply, and oversee compliance by employees, officers and other Directors with law, rules and regulations applicable to the Company, including insider trading laws.

Directors/ senior management personnel must deal fairly, and must oversee fair dealing by employees and officers, with the company’s customers, suppliers, competitors and employees.

Financial Reporting & Records

Directors/ senior management personnel must ensure that the company and its officers shall prepare and maintain accounts of the Company’s business affairs fairly and accurately. These have to be in accordance with the accounting and financial reporting standards which represent the generally accepted guidelines, principles, standards, laws and regulations of the country in which the Company conducts its business affairs.