Code of Ethics and Business Conduct – SEA
GOLD INFRASTRUCTURE LIMITED (formerly known as Sea Gold
Aqua Farms Limited)
INTRODUCTION: This code of Ethics for
Principal Executive and Senior Financial Officers (the “code”)
helps to maintain the standards of business conduct of Sea
Limited (the “Company”) and compliance with
legal requirements. It is endeavored to evolve a “Governance
Code” based on the principles of Good Corporate Governance
and best management practices being followed globally besides
complying with the needs of law of land. The purpose of
the code is to deter wrong doing and promote ethical conduct.
The Code of Ethics and Business Conduct of the Company
on the following fundamental Principles;
• To lay down Solid foundations for management.
• Structure the Board to add value.
• Promote ethical and responsible decision-making.
• Safeguard integrity in financial reporting.
• Make timely and balanced disclosures.
• Recognize and manage business risks.
• Respect the rights of the Shareholders.
• Encourage enhanced performance.
• Remunerate fairly and responsibly.
• Recognize the legitimate interest of the stakeholders.
• Legal and statutory compliances in letter and spirit.
Nothing in this code, in any Company policies and procedures,
or in other related communications (verbal or written),
creates or implies an employment contract or term of employment.
APPLICABILITY: This code is applicable to the following
persons of the Company referred as “officers”
2. Managing Director
3. Executive Directors on the Board
4. All other Directors on the Board
5. Chief Financial Officer
6. All the officers of the company in the rank and
above of General Managers including all the Heads
7. Company Secretary(s) and
8. Designated Employees
As ethical business conduct is critical to business,
officers are expected to read and understand
this Code, uphold these
standards in day-to-day activities, and comply
with: all applicable laws; rules and regulations;
and all applicable
policies and procedures adopted by the Company
that govern the conduct of its employees.
HONEST AND ETHICAL CONDUCT
The Company expects all officers to act in accordance with
the highest standards of personal and professional integrity,
honesty and ethical conduct, while working on the Company’s
premises, at offsite locations where the Company’s
business is being conducted, at Company sponsored business
and social events, or at any other events. The officers
are expected to bear a conduct that is free from fraud
or deception. Ethical conduct is to be read as conduct
that is conforming to the accepted professional standards
of conduct and includes the ethical handling of actual
or apparent conflicts of interest between personal and
CONFLICTS OF INTEREST
An officer’s and employee’s duty to the Company
demands that he or she avoids and discloses actual and apparent
conflicts of interests. A conflict of interest exists where
the interest or benefits of one person or entity conflict
with the interest or benefits of the Company.
The situations can arise:
a. When an employee, officer, or director takes action
or has interests that may make it difficult to perform
her work objectively and effectively,
b. The receipt of improper personal benefits by a member
of his or her family as a result of one’s position
in the Company,
c. Any outside activity that detracts an individual’s
ability to devote appropriate time and attention to his or
her responsibilities with the Company,
d. The receipt of non-nominal gifts or excessive entertainment
from any person/company with which the Company has current
or prospective business dealings,
e. Any significant ownership interest in any supplier,
customer, development partner or competitor of the Company,
f. Any consulting or employment relationship with any supplier,
customer, business associate or competitor of the Company.
The directors and employees should be scrupulous in avoiding “conflicts
of interest? with the Company. In case there is likely to
be a conflict of interest, he/she should make full disclosure
of all facts and circumstances thereof to the Board of directors
or any Committee / officer nominated for this purpose by
the Board and a prior written approval should be obtained.
Every employee who is required to make disclosure as mentioned
above shall do so, in writing, for this purpose to the CEO/CFO,
who in turn will place it before the Board of Directors or
Executive Committee appointed by the Board and, upon a decision
being taken in the matter, the employee concerned will be
required to take necessary action as advised to resolve/avoid
the conflict. If an employee or an officer fails to make
a disclosure as required herein, and the management of its
own accord becomes aware of an instance of conflict of interest
that ought to have been disclosed by the employee, action
shall be taken against the employee or the officer, as deemed
COMPLIANCE WITH GOVERNMENT LAWS, RULES AND REGULATIONS.
The Directors, Officers and Employees of the Company shall,
in his or her business conduct, comply with all applicable
laws and regulations, both in letter and spirit, in all
the territories in which he or she operates. Officers must
acquire appropriate knowledge of the legal requirements
relating to other duties sufficient to enable them to recognize
potential dangers and to know when to seek advice from
higher authorities / outside experts. Violations of applicable
governmental laws, rules and regulations may subject them
to individual criminal or civil liability, as well as to
disciplinary action by the Company. Such individual violations
may also subject the Company to civil or criminal liability
or the loss of business.
The Directors, Officers and Employees shall maintain the
confidentiality of confidential information of the company
or that of any customer, supplier or business associate
of the Company towards whom Company has a duty to maintain
except when such disclosure is authorized or legally mandated.
The Confidential information includes all non-public information
(including private, proprietary, price sensitive information
and other) that might be of use to competitors or harmful
to the Company or its associates. The use of confidential
information for his/her own advantage or profits is also
prohibited. Files containing confidential information shall
be kept secure. Computer files must have adequate security
of login and password etc.
The Directors, Officers and Employees of the Company shall
have to strictly follow a “Chinese Wall” policy
in order to prevent the misuse of confidential information.
A “Chinese Wall” policy would require the Directors,
Officers and Employees to separate those areas of the Company
which allows them an access to confidential information,
which are considered as “inside areas” from those
areas which deal with sale/marketing/investment advise or
other departments providing support services, and which are
considered as “public areas”. The Employees in
the insider area shall not communicate any price sensitive
information to any one in public area. The Employees in the
inside area may be physically segregated from the employees
in the public area. In exceptional circumstances employees
from the public areas may be brought “over the wall” and
give confidential information on the basis of “need
to know” criteria, under information to the compliance
In order to monitor chinese wall procedures and trading
in client securities based on inside information, the
Company restricts trading in certain securities and
list as restricted/grey list. Security of a listed
company shall be put on the restricted/grey list if the
any assignment for the listed company or is preparing
appraisal report or handles a credit rating assignment
and is privy
to price sensitive information. Any security which
is being purchased or sold or is being considered for
sale by the Company on behalf of its clients/schemes
of mutual funds, etc. shall be put on the restricted/grey
As the restricted list itself is a highly confidential
information it shall not be communicated directly,
or indirectly to anyone
outside the Company. The restricted list shall be
maintained by Compliance Officer.
When any securities are on the restricted list-trading
in these securities by designated employees/directors/partners
may be blocked or may be disallowed at the time of
The Directors, Officers and Employees should deal
fairly with customers, suppliers, and employees
of group companies.
They should not take unfair advantage of anyone
through manipulation, concealment, abuse of confidential,
proprietary or trade
secret information, misrepresentation of material
facts, or any other unfair dealing-practices.
Any misuse of the Company or the Board consent
including such disclosures by past or present employees
other companies is prohibited. An Officer must
or her duties
in good faith, acting honestly, free from the intention
COMPLIANCE WITH CODE OF CONDUCT
If any Director, Officer and Employee who knows
of or suspects of a violation of applicable laws,
or this Code of Conduct, he/she must immediately
same to the Board of Directors or any designated
person/committee thereof. Any failure to provide
the details of suspected
violations which shall advance the overall interests
of the Code of Ethics will result in disciplinary
may even include termination of the services.
The Company?s Board or any Committee/person designated
by the Board
this purpose shall determine appropriate action
in response to violations of this Code of Ethics.
The Directors, Officers and Employees shall not exploit for
their own personal gain, opportunities that are discovered
through the use of Company property, information or position,
unless the opportunity is disclosed fully in writing to
the Company’s Board of directors and if the Board
declines to pursue such opportunity, they are expressly
prohibited from competing directly with the business of
the Company or with any business that the Company is considering.
SECURITIES TRANSACTIONS AND CONFIDENTIAL INFORMATION
The Directors, Officers and Employees of the Company and
his or her immediate family shall not derive any benefit
or assist others to derive any benefit from the access
to and possession of information about the Company or the
which is not in the public domain and thus constitutes
insider information. The Directors, Officers and Employees
Company shall not use or proliferate information which
is not available to the investing public and which therefore
constitutes insider information for making or giving advice
on investment decision on the securities of the respective
company (ies) on which such insider information has been
obtained. Such insider information might include the following:
1. Periodical financial results of the Company;
2. Acquisition and divestiture of businesses or business
3. Financial information such as profits, earnings and
4. Announcement of new product introductions or developments;
5. Asset revaluations;
6. Investment decision/plans;
7. Restructuring plans;
8. Major supply and delivery agreements;
9. Raising of finances;
10. Issue of new securities and buy back of its own shares;
11. Expansion/new projects;
12. Disposal of whole or substantial part of the Undertaking;
13. Amalgamation, merger or takeover.
INTEPRETATION OF CODE
Any question or interpretation under this Code of Ethics
and Business Conduct will be handled by the Board or any
person / committee authorized by the Board of the Company.
The Board of Directors / CEO / CFO or any designated person
/ committee has the authority to waive compliance of this
Code of business conduct for any director, officer or employee
of the Company. The person seeking waiver of this Code shall
make full disclosure of the particular circumstances to the
Board or the designated person / committee.
WAIVERS AND AMENDMENTS OF THE CODE
The Company is committed to continuously reviewing and
updating the policies and procedures. Therefore, this Code
to modification. Any amendment or waiver of any provision
of this Code must be approved in writing by the Company’s
Board of Directors / CEO / CFO of the company and promptly
disclosed on the Company’s Website and in applicable
regulatory filings, pursuant to applicable laws and regulations,
together with details about the nature of such amendment
Any Employee/Director/Officer who trades in securities
or communicates any information or counsels any person
in securities, in contravention of this code of conduct
may be penalized and appropriate action may be taken
by the Company.
Employees/Directors/Officers of the Company who violate
this code of conduct may also be subject to disciplinary
by the Company, which may include wage freeze, suspension;
etc. The action by the Company shall not preclude SEBI
from taking any action in case of violation of SEBI (Prohibition
of Insider Trading) Regulations, 1992.
As adopted by the Board of Directors of Sea Gold Infrastructure
ACKNOWLEDGMENT OF RECEIPT OF COMPANY’S CODE
I have received and read the Company’s Code of Ethics
and Business (“the Code”). I understand the standards
and policies contained in the Code and understand that there
may be additional policies or laws specific to my job. I
agree to comply with the Code. If I have questions concerning
the meaning or application of the Code, any Company policies,
or the legal and regulatory requirements applicable to my
job, I know I can consult Secretarial Department and that
my questions or reports to these sources will be maintained
Name of the Director / Officer / Employee