Board of Directors

The Board of Directors of the Company is well constituted from the veterans emanating from the fields of Tea and Textile as well as Finance. Mr. Adarsh Kanoria, Chairman & Managing Director of the Company, is controlling the overall affairs of the Company. The composition of the Board of Directors is as under:

Executive Directors

• Mr. Adarsh Kanoria, Chairman and Managing Director
• Mr. Radhe Shyam Saraogi, Whole Time Director

Non-Executive Independant Directors

• Mr. Supriya Gupta
• Mr. Golam Momen
• Mr. Dhirendra Kumar
• Mr. Samveg A Lalbhai

Senior Management Personnel

The following persons from the senior management level, contribute their efforts towards the best interest of the Company.

Head Office Level

• Mr. Kailash Prasad Khandelwal, Chief Executive (Commercial)
• Mr. Dhanpat Singh Pagaria, Chief Financial Officer 
• Mr Nitin Bagaria , Company Secretary

Garden Level

• Mr. Anil Kumar Tiwari, General Manager - Ananda Group of Tea Estates

Textile Division

• Mr. Santosh Kumar Kasera, Vice President (Commercial)
• Mr. B.M.Shah, Vice President (Operations)
• Mr. R.K.Basotia, General Manager (Export Marketing)
• Mr. S.K.Choudhary, General Manager(Raw Materials)
• Mr. R.K.Biyani, General Manager (Marketing)
• Mr. S.R.Sharma, General Manager(Industrial Relation)

Code of Conduct

CODE OF CONDUCT FOR BOARD MEMBERS & SENIOR MANAGEMENT PERSONNEL
(Under Clause 49 of the Listing Agreement)

I. APPLICABILITY

This Code of Conduct is applicable to all Board Members and the Senior Management Personnel of the Company.

II. DEFINITIONS

(a) "Board Member" means a Director of the Company.
(b) "Company" means Bengal Tea & Fabrics Limited.
(c) "Dependents" includes spouse, unmarried daughters and minor children.
(d) "Price-sensitive-information" means any unpublished information, which relates directly or indirectly to the Company and which if published, is likely to materially affect the market prices of equity shares of the Company. This includes matters like consideration of financial results, declaration of dividends, further issue of capital, major expansion plans, amalgamation, acquisition, disposal, takeover, buy-back etc.
(e) "Senior Management Personnel" means present employees of the Company, forming part of the core management team, immediately one level below the Board Members, including all functional heads.

III. PURPOSE

The prime purpose of this Code is to create an environment where all Board Members and Senior Management Personnel maintain and comply with professional and ethical standards. This Code broadly, but not exhaustively, provides certain standards to be followed by the Board Members and Senior Management Personnel of the Company.

IV. BASIC PRINCIPLES

The Board Members and Senior Management Personnel shall:

(a) Conduct the Company's business in an efficient and transparent manner to the best interests of the Company for enhancement of the value of all stakeholders.
(b) Safeguard the assets of the Company and use the same only for the legitimate business purposes of the Company.
(c) Uphold professionalism, competence, fairness, discipline, moral, integrity, ethics, honesty etc while diligently discharging the duties and dealing with others.
(d) Assure compliance with applicable Acts, Laws, Rules, Regulations etc.
(e) Ensure to provide the workplace free of discrimination and harassment of any kind, based on race, colour, religion, age, gender, nationality or any other biases.
(f) Maintain the confidentiality of information, whether technical, operational, commercial or otherwise, accessed while discharging the duties and responsibilities for the Company, except where such information is required to be disclosed under any statutory obligation.
(g) Ensure that the information disclosed or disseminated is accurate, complete, true and timely.
(h) Maintain a corporate climate in which integrity and dignity of each individual is valued and promoted.
(i) Avoid soliciting, accepting or retaining, directly or indirectly, any gift, entertainment, trip, service or other benefit from other organisation or person having business relationships with the Company, save and except moderate gifts which are customary in nature or associated with festivals.

V. CONFLICT OF INTEREST

The Board Members and the Senior Management Personnel shall not engage themselves in such transactions or activities, directly or indirectly, which are prejudicial, detrimental or which may have potential conflict with the interests of Nation, Society at large or the Company.

VI. SECURITY TRANSACTIONS

The Board Members and Senior Management Personnel shall maintain the confidentiality of all price-sensitive-information and shall not act upon it for personal gain. Such information must not be passed, directly or indirectly, for recommending purchase/sale of the shares of the Company.

The Board Members, Senior Management Personnel and their dependants are not allowed to deal with in the shares of the Company during the period starting 7 working days before and ending with 2 working days after the date of the board meetings, at which the price-sensitive-information is considered.

VII. COMPLIANCE & DISCLOSURES

The Board Members and the Senior Management Personnel must comply this Code both in letter and spirit and affirm such compliance on an annual basis, within 15 calendar days from the end of the financial year.

The Senior Management Personnel shall also disclose to the Board all material financial and commercial transactions, where they have personal interest that may have potential conflict with the interest of the Company at large.

VIII. MISCELLANEOUS

Incase of any clarification on any matter, including interpretation, of this Code, the Chairman & Managing Director of the Company shall be contacted. The Board of Directors shall have the right to waive any provision of this Code of Conduct upon specific written request by the concerned person and decision of the Board of Directors on all matters, relating to this Code, shall be final and binding upon all concerned.

Where any aspect of this Code is covered under any Act or Law, the more stringent of respective provisions shall apply, unless otherwise stated.

This Code substitutes the earlier one and is subject to continuous review and updation as may be required from time to time.