Code of Conduct

Corporate Governance

Code of Conduct

This Code of Conduct (the 'Code') sets forth legal and ethical standards of conduct for Directors and Senior Managerial Personnel (comprising all members of core management team one level below the executive Directors and all the functional heads,) of Lovable Lingerie Limited ('Lovable' or the 'Company') and ensures compliance with legal requirements under Clause 49 'Corporate Governance' of the Listing Agreement.

1) Honesty and Integrity
2) Confidentiality
3) Legal Compliance
4) Conflicts of Interest
5) Use of Company's Assets and Name
6) Gifts and Donations
7) Reporting of Illegal Act or Misconduct
8) Health, Safety & Environment
9) Adherence with the Code of Conduct
10) Amendments, Modifications and Waiver of the Code


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Code Of Conduct

1. Honesty and Integrity
Integrity, transparency and trust form part of the core beliefs of all activities at Lovable which has been the continuing basis of its growth and all-round development.

This Code of Conduct is a statement of the Company's commitment to integrity and high ethical standards.

Obtaining of proprietary information through unethical means, possessing trade secret information that was obtained without the owner's consent, or inducing such disclosures by past or present employees of other companies is prohibited.

All our Directors and Senior Managerial Personnel should possess highest personal and professional Ethics, Integrity and Values. They should be able to balance the legitimate interests and concerns of all Company's stakeholders in arriving at a decision, rather than advancing the interest of a particular constituency.

We seek to outperform our competition fairly, honestly and with integrity. We seek competitive advantages through superior performance and never through unethical or illegal business practices.

2. Confidentiality

'Confidential Information' refers to any information which is non-public in nature.

Any information concerning the Company's business, its customers, suppliers etc., which is not in the public domain and to which the Director and Senior Managerial Personnel has access or possesses such information, must be considered confidential. Such information may include but is not limited to:

  • Any improvements and innovations, whether patentable or copyrightable or otherwise
  • Methods, processes and techniques, including manufacturing process information
  • Personnel data
  •  
  • Financial, pricing and accounting data
  • Supplier data (names of suppliers, pricing, sources of supply, anticipated requirements)
  • Results of regulatory inspections/audits
  • Business plans and updates to business plans
  • Potential acquisitions, licenses or other business deals
  • Potential equity interests
  • Regulatory filings and approval data
  • Marketing and sales information
The disclosure of any confidential information about the company's business, whether intentional or accidental, can adversely affect the financial stability and competitive position of Lovable. Hence, disclosure of any such information other than statutory disclosure or those specifically authorized by the management is prohibited.

Disclosure of any information on proceedings of Board Meetings/Committee Meetings Internal Meetings, and disclosures of forward-looking statements is prohibited. In case any such disclosure has to be made it has to be approved by the Management and shall be combined with cautionary statements, wherever required.

3. Legal Compliance
The Directors and Senior Managerial Personnel are responsible for Company's adherence to statutory and legal/regulatory requirement(s) as applicable to the business of the Company and also monitor company's compliance with the Corporate Governance Regulations. They must, from time to time, recommend to the Board any suggestions for all such matters and on any corrective measures to be taken. The Directors and Senior Managerial Personnel should also ensure company's compliance with the Listing and other legal requirements relating to financial statements.

The Company cannot accept practices which are unlawful or may be damaging to its reputation. The Directors and Senior Managerial Personnel shall extend full cooperation to regulatory authorities, and disclose information as may be required. In the event the implication of any law is not clear, the Company's Legal Department shall be consulted for advice.

4.Conflicts of Interest
A conflict of interest exists where the interests or benefits of one person or entity conflict with the interests or benefits of the Company.

The following pertains to all conflicts of interest other than those relating to transactions between Lovable Lingerie Limited and its affiliates/subsidiaries.

Conflicts of interest is said to arise in the following circumstances:

  • A personal or family financial interest has an influence on the work for the company.
  • There exist possibilities where the personnel's decisions or work may be based on influential factors like gifts, loans or unusual hospitality which confines him/her from fulfilling his/her duties and responsibilities towards the company objectively and effectively.
Duties and responsibilities of the Directors and Senior Managerial Personnel with regards to conflicts of interest:
  • It is the duty of a Director and Senior Management, while dealing on behalf or with the Company, to avoid any influences that interfere in abiding with their responsibilities towards the company and to disclose actual or any apparent conflicts of interest immediately.
  • They shall always put the interest of the Company before their personal interests.
  • They are prohibited from accepting simultaneous employment or any favors from any of the suppliers, customers, developers or competitors of the Company, or from taking part in any activity that enhances or supports a competitor's position.
  • Creating or selling any product or services that compete with the company shall be considered to be against the policy of the Company.
  • They shall be abstained from discussion and voting on any matter in which the they have or may have a conflict of interest
  • It is responsibility of the individual to disclose any material transaction or relationship that gives rise to or reasonably could be expected to give rise to a conflict of interest to the Compliance Officer.Duties and responsibilities of the Directors and Senior Managerial Personnel with regards to conflicts of interest:
  • It is the duty of a Director and Senior Management, while dealing on behalf or with the Company, to avoid any influences that interfere in abiding with their responsibilities towards the company and to disclose actual or any apparent conflicts of interest immediately.
  • They shall always put the interest of the Company before their personal interests.
  • They are prohibited from accepting simultaneous employment or any favours from any of the suppliers, customers, developers or competitors of the Company, or from taking part in any activity that enhances or supports a competitor's position.
  • Creating or selling any product or services that compete with the company shall be considered to be against the policy of the Company.
  • They shall be abstained from discussion and voting on any matter in which the they have or may have a conflict of interest
  • It is responsibility of the individual to disclose any material transaction or relationship that gives rise to or reasonably could be expected to give rise to a conflict of interest to the Compliance Officer.

The Board of Directors or any authorized Director shall be responsible for determining whether such transaction or relationship constitutes a conflict of interest.

It is not possible to list and clearly define all the circumstances/situations giving rise to conflicts of interest as it varies from situation to situation, so if one has any question or doubt for that matter, one shall consult with the Compliance Officer.
 

5. Use of Company's Assets and Name
Care should be exercised to ensure that the use of Company's assets is reasonable and there is no wastage. It is the responsibility of the Directors and Senior Managerial Personnel to protect the assets and proprietary information of the Company and ensure that the same are used only for business purposes of the Company. Any suspected incident or fraud or mismanagement of the assets of the Company should be immediately reported to the Chairman or Managing Director or Company Secretary of the Company.

Under no circumstances they should misuse Company's facilities which include tangible assets as well as intangible assets such as systems, proprietary information, intellectual property, and relationships with the clients. The use of Company's name, property and trademark should be strictly for the Company's business purpose and shall not, under any circumstances, be used for their personal interest.

It must be ensured that the equipment/ facilities/ amenities provided to them by the Company for discharge of their duties in terms of their employment are used with proper care and diligence and return the possession thereof upon their resignation, termination or retirement from the services of the Company, as the case may be.

6.Gifts and Donations
Any form of gifts or personal favours from the suppliers and to the customers should not be entertained or be offered as the case may be, as the same shall be considered to be violating the policies of the Company. Acceptance or Offering of any such gifts and donations leads to unfair trade practices and will be considered to be highly unethical.

The Directors and Senior Managerial Personnel should be careful that this rule is not violated by anyone as its violation shall be considered as unlawful and illegal and will have an adverse effect on the financial status and reputation of Lovable. The Company shall cooperate with governmental authorities in efforts to eliminate all forms of bribery, fraud and corruption. The Company shall not be liable to any obligations arising as a result of any such serious breach of discipline and the recipient or provider of any gifts shall be held personally liable for such act.

Knowledge about any such acts should be immediately reported to the Chairman or the Compliance Officer.

It shall be noted that this does not restrain from acceptance of gifts of items which are customary in nature or associated with festivals provided full disclosure of the same is made. Also, accepting or offering courtesies or invitations to social or sports events which are considered customary and are in keeping good business ethics so long as no obligation is involved shall not be considered to be against the policy.

7.Reporting of Illegal Act or Misconduct
The Directors & Senior Managerial Personnel are considered to be the first line of defense against civil or criminal liability and unethical business practice. They should observe or become aware of any illegal, unethical or otherwise improper conduct. Any act which could have an impact on the reputation of the Company, whether by an employee, supervisor, client, consultant, agent, supplier or other third party, they must promptly notify the same to the Chief Executive.

Every employee of Lovable shall, without fear of retaliation, make a protected disclosure under the whistleblower policy of the Company, when she / he becomes aware of any actual or possible non-adherence or violation of laws, rules, regulations or unethical conduct or an event of misconduct, act of misdemeanor or act not in the Company's interest.

8.Health, Safety & Environment
The Company believes in sustainable development and is committed to be a responsible corporate citizen.

To achieve this objective, the business and operations of the Company shall be conducted in an environmentally friendly manner and provide a safe and healthy working environment to its employees. Particular attention should be paid to training of the employees to increase safety awareness and adoption of safe working methods, particularly designed to prevent serious accidents.

It is the responsibility of all Directors and Senior Managerial Personnel to ensure compliance with all applicable environmental, safety and health laws and regulations and internal policies.

9.Adherence with the Code of Conduct
The Directors and Senior Managerial Personnel should abide by the duties and responsibilities as mentioned in this code and the code must be taken seriously by all the concerned persons as it is important to the Company. The Code does not specifically address every potential form of unacceptable conduct, and it is expected that Directors / Management Personnel will exercise good judgment in compliance with the principles set out in this Code.

The directors and Senior Managerial Personnel must ensure that there are no violations of this code and if any violations do take place, disciplinary action, as deemed suitable by the Company, shall be taken.

The Directors and Senior Managerial Personnel shall affirm compliance with this Code on an annual basis.

10.Amendments, Modifications and Waiver of the Code
This code is subject to changes as per the applicable legal amendments and requirement as per the stock exchange's regulations. The company has the right to amend, alter, modify and terminate this code without giving any reason. The Company will make public disclosure as and to the extent required by applicable laws, rules and regulations, of amendments of this Code.

As a general policy, the Board will not grant waivers to this Code. However, the Company may waive any one or more of the provisions of the code for any Director but only if it is truly necessary and the reasons for the same are properly disclosed.

 

"In addition, the Non-Executive Independent Directors shall also abide by the provisions of section 149, section 166 and the 'Code for Independent Directors' as provided in Schedule IV of the Companies Act,2013."

CODE FOR INDEPENDENT DIRECTORS

The Code is a guide to professional conduct for independent directors of Lovable Lingerie Limited. Lovable believes that adherence to these standards by independent directors and fulfilment of their responsibilities in a professional and faithful manner will promote confidence of the investment community, particularly minority shareholders, regulators and companies in the institution of independent directors. 
 
I. Guidelines of professional conduct: 
An independent director shall: 
(1) uphold ethical standards of integrity and probity; 
(2) act objectively and constructively while exercising his duties; 
(3) exercise his responsibilities in a bona fide manner in the interest of the company; 
(4) devote sufficient time and attention to his professional obligations for informed and balanced decision making; 
(5) not allow any extraneous considerations that will vitiate his exercise of objective independent judgment in the paramount interest of the company as a whole, while concurring in or dissenting from the collective judgment of the Board in its decision making; 
(6) not abuse his position to the detriment of the company or its shareholders or for the purpose of gaining direct or indirect personal advantage or advantage for any associated person; 
(7) refrain from any action that would lead to loss of his independence; 
(8) where circumstances arise which make an independent director lose his independence, the independent director must immediately inform the Board accordingly; 
(9) assist the company in implementing the best corporate governance practices. 
 
II. Role and functions: 
The independent directors shall: 
(1) help in bringing an independent judgment to bear on the Board’s deliberations especially on issues of strategy, performance, risk management, resources, key appointments and standards of conduct; 
(2) bring an objective view in the evaluation of the performance of board and management; 
(3) scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance; 
(4) satisfy themselves on the integrity of financial information and that financial controls and the systems of risk management are robust and defensible; 
(5) safeguard the interests of all stakeholders, particularly the minority shareholders; 
(6) balance the conflicting interest of the stakeholders; 
(7) determine appropriate levels of remuneration of executive directors, key managerial personnel and senior management and have a prime role in appointing and where necessary recommend removal of executive directors, key managerial personnel and senior management; 
(8) moderate and arbitrate in the interest of the company as a whole, in situations of conflict between management and shareholder’s interest. 
 
III. Duties : 
The independent directors shall— 
(1) undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the company; 
(2) seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice and opinion of outside experts at the expense of the company; 
(3) strive to attend all meetings of the Board of Directors and of the Board committees of which he is a member; 
(4) participate constructively and actively in the committees of the Board in which they are chairpersons or members; 
(5) strive to attend the general meetings of the company; 
(6) where they have concerns about the running of the company or a proposed action, ensure that these are addressed by the Board and, to the extent that they are not resolved, insist that their concerns are recorded in the minutes of the Board meeting; 
(7) keep themselves well informed about the company and the external environment in which it operates; 
(8) not to unfairly obstruct the functioning of an otherwise proper Board or committee of the Board; 
(9) pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure themselves that the same are in the interest of the company; 
(10) ascertain and ensure that the company has an adequate and functional vigil mechanism and to ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use; 
(11) report concerns about unethical behaviour, actual or suspected fraud or violation of the company’s code of conduct or ethics policy; 
(12) acting within his authority, assist  in protecting the legitimate interests of the company, shareholders and its employees; 
(13) not disclose confidential information, including commercial secrets, technologies, advertising and sales promotion plans, unpublished price sensitive information, unless such disclosure is expressly approved by the Board or required by law. 
 
IV. Separate meetings: 
(1) The independent directors of the company shall hold at least one meeting in a year, without the attendance of non-independent directors and members of management; 
(2) All the independent directors of the company shall strive to be present at such meeting; 
(3) The meeting shall: 
(a) review the performance of non-independent directors and the Board as a whole; 
(b) review the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors; 
(c) assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. 
 
V. Evaluation mechanism: 
(1) The performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. 
(2) On the basis of the report of performance evaluation, it shall be determined whether to extend or continue the term of appointment of the independent director. 
 
VI. General duties of Directors pursuant to Section 166 of the Companies Act, 2013:
(1)  Subject to the provisions of the Companies Act, 2013, a director of a company shall act in accordance with the articles of the company.
(2)  A director of a company shall act in good faith in order to promote the objects of the company for the benefit of its members as a whole, and in the best interests of the company, its employees, the shareholders, the community and for the protection of environment.
(3)  A director of a company shall exercise his duties with due and reasonable care, skill and diligence and shall exercise independent judgment.
(4)  A director of a company shall not involve in a situation in which he may have a direct or indirect interest that conflicts, or possibly may conflict, with the interest of the company.
(5)  A director of a company shall not achieve or attempt to achieve any undue gain or advantage either to himself or to his relatives, partners, or associates and if such director is found guilty of making any undue gain, he shall be liable to pay an amount equal to that gain to the company.
(6)  A director of a company shall not assign his office and any assignment so made shall be void. 

 

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