Standards of ethics, transparency, accountability and corporate governance binding on directors, senior management and employees of Western Fintrade.
About this policy. (Approved by the Board of Directors)
1. INTRODUCTION
This Code of Conduct (“Code”) has been adopted by Western Fintrade Private Limited (“the Company”) to establish and maintain the highest standards of ethics, transparency, accountability, and corporate governance in the conduct of its business.
The purpose of this Code is to:
Promote ethical conduct in all business dealings;
Ensure compliance with applicable laws, regulations, and governance standards;
Prevent conflicts of interest;
Protect the Company’s assets, information, and reputation;
Strengthen accountability at Board and management levels.
2. APPLICABILITY
This Code shall apply to:
All Directors (Executive, Non-Executive, Independent, if appointed)
Managing Director / Whole-Time Director
Chief Executive Officer
Chief Financial Officer
Company Secretary / Compliance Officer
Senior Management Personnel
Department Heads and employees at leadership level
3. DEFINITIONS
Board
The Board of Directors of Western Fintrade Private Limited.
Senior Management
Employees one level below Key Managerial Personnel or any officer designated by the Board as senior management.
Relative
Relative shall have the same meaning under the Companies Act, 2013.
4. CODE OF CONDUCT FOR DIRECTORS
Every Director shall:
4.1 Integrity & Good Faith
Act honestly, ethically, and in good faith.
Exercise due care, diligence, and independent judgment.
Always act in the best interests of the Company.
4.2 Compliance with Law
Directors shall comply with:
Applicable RBI guidelines for NBFCs
Companies Act, 2013
Income Tax laws
FEMA regulations (where applicable)
Anti-Money Laundering regulations
Other applicable statutory requirements
4.3 Conflict of Interest
Directors shall:
Avoid situations involving conflict between personal and Company interests.
Promptly disclose any actual or potential conflict to the Board.
Refrain from participating in decisions involving such conflict.
Examples include:
Transactions with relatives
Personal financial interest in vendor contracts
Borrowing or lending relationships with counterparties
4.4 Confidentiality
Directors shall:
Maintain confidentiality of business information.
Not disclose unpublished financial, operational, strategic, or customer information.
Not use confidential information for personal gain.
4.5 Protection of Company Assets
Directors shall ensure proper use of:
Funds
Systems
Intellectual property
Customer data
Internal documents
Company resources shall be used solely for authorized business purposes.
4.6 Gifts and Improper Benefits
Directors shall not:
Accept gifts, commissions, kickbacks, or personal benefits from customers, vendors, brokers, or partners that may influence decision-making.
4.7 Fair Dealing
Directors shall maintain fairness in dealing with:
Customers
Investors
Employees
Banks
Regulators
Vendors
Collection partners
4.8 Insider Information
Directors shall not misuse confidential financial or strategic information for:
Personal investments
Competitive advantage
Third-party disclosure
5. DUTIES UNDER COMPANIES ACT, 2013
All Directors shall:
Act in accordance with Articles of Association.
Promote the objects of the Company.
Exercise reasonable skill and care.
Avoid undue gain or benefit.
Avoid assignment of office without authorization.
6. CODE FOR SENIOR MANAGEMENT PERSONNEL
Senior Management Personnel shall:
6.1 Ethical Conduct
Maintain integrity in all transactions.
Ensure transparent reporting.
Avoid manipulation of records or MIS.
6.2 Customer Fairness
Ensure fair treatment of borrowers and counterparties.
No employee shall:
Misrepresent products
Conceal charges
Promise unauthorized approvals
Use coercive recovery practices
6.3 Compliance
Senior management shall ensure adherence to:
KYC norms
AML guidelines
Data privacy obligations
Credit underwriting policies
Internal risk policies
6.4 Anti-Fraud Obligations
Employees shall immediately report:
Fraud
Forged documentation
Suspicious transactions
Misappropriation
Conflict of interest
7. CUSTOMER & RECOVERY CONDUCT
All staff and authorized representatives shall:
Treat customers respectfully
Avoid harassment or intimidation
Contact borrowers only during permitted hours
Maintain proper communication records
8. WHISTLEBLOWER & REPORTING
Any Director or employee may report:
Fraud
Policy violations
Misconduct
Ethical concerns
Financial irregularities
Retaliation against whistleblowers is strictly prohibited.
9. COMPLIANCE OFFICER
The Board shall designate a Compliance Officer responsible for:
Policy implementation
Monitoring compliance
Annual declarations
Reporting governance breaches
10. ANNUAL COMPLIANCE DECLARATION
Every Director and Senior Management Personnel shall submit annual confirmation stating compliance with this Code.
11. BREACH OF CODE
Violation of this Code may result in:
Warning
Suspension
Removal from office
Termination
Regulatory reporting
Legal action
12. REVIEW OF POLICY
This Code shall be reviewed annually by the Board of Directors.
APPENDIX I
I, ___________________, hereby confirm that I have complied with the Code of Conduct of Western Fintrade Private Limited during the financial year ended __________.