Disclosures Under Regulation 46 of LODR

Details of business

Company Details

About Shriram Asset Management Company Limited

Shriram Mutual Fund had been constituted as a Trust in accordance with the provisions of the Indian Trusts Act, 1882 (2 of 1882), vide a Trust Deed dated May 27, 1994, as amended from time to time. The said Trust deed has been duly registered under the Indian Registration Act, 1908. The Fund was registered with SEBI vide registration number MF/017/94/4 dated November 21, 1994.

Shriram Asset Management Company Limited is a part of the Shriram conglomerate of Chennai. It was incorporated on 27th July 1994 and received the Certificate of Commencement of Business on 5th December 1994. The Company received permission from the Securities and Exchange Board of India to act as the Asset Management Company of Shriram Mutual Fund in the year 1994.

Shriram Credit Company Limited (SCCL), which holds a 62.55% stake in Shriram Asset Management Company Limited (SAMC) is the present Sponsor of SAMC. SCCL, a Non-Deposit Taking Non-Banking Financial Company registered under the RBI Act 1934, is the wholly owned subsidiary of Shriram Capital Limited. Shriram Asset Management Company Limited is a listed quoted company. The shares are listed on the BSE Limited.

Terms and conditions of appointment of independent directors

Criteria of making payment to Non Executive directors

Composition of various committees of board of directors

Code of conduct of board of directors and senior management personnel

Code of Conduct

CODE OF CONDUCT FOR THE BOARD OF DIRECTORS AND SENIOR MANAGEMENT OF SHRIRAM ASSET MANAGEMENT COMPANY LIMITED
The members of the Board of Directors and the Senior Management of Shriram Asset Management Company Limited (the Company) acknowledge and accept the scope and extent of their duties in their respective capacities as Directors and Senior Management. The Board of Directors and the Senior Management have the responsibility to carry out their duties in an honest and business-like manner. The Board of Directors and the Senior Management are entrusted with and are responsible for the oversight of the assets and business affairs of the Company in an honest, fair, diligent and ethical manner. As Directors/Senior Management, they must act within the bounds of the authority conferred upon them and with the duty to make and enact informed decisions and policies in the best interest of the Company and its shareholders.

For the purpose of this code ‘senior management’ shall mean the officers and personnel of the listed entity who are members of its core management team, excluding the Board of Directors, and shall also comprise all the members of the management one level below the Chief Executive Officer or Managing Director or Whole Time Director or Manager (including Chief Executive Officer and Manager, in case they are not part of the Board of Directors) and shall specifically include the functional heads, by whatever name called and the persons identified and designated as key managerial personnel, other than the board of directors, by the listed entity.

All the Directors/Senior Management are expected to adhere to this Code of Conduct.

Board Members/Senior Management will:

	Act in the best interests of, and fulfill their fiduciary obligations towards the shareholders of the Company;
	Act honestly, fairly, ethically and with integrity;
	Conduct themselves in a professional, courteous and respectful manner;
	Comply with all applicable laws, rules and regulations;
	Oversee the conduct of the Company's business to evaluate whether the business is being properly managed;
	Review and, where appropriate, approve the Company's major financial objectives, plans and actions;
	Review and, where appropriate, approve major changes in and determinations of other major issues respecting the appropriate auditing and accounting principles and practices to be used in the preparation of the Company's financial statements;
	Assess major risk factors relating to the Company and its performance, and review measures to address and mitigate such risks;
	Act in good faith, responsibly, with due care, competence and diligence, without allowing their independent judgement to be subordinated;
	Act in a manner to enhance and maintain the reputation of the Company;

Board Members and Senior Management will disclose potential conflicts of interest that they may have regarding any matter, if any, at the Board Meetings and any Director having such conflict of interest will abstain himself/herself from discussions and voting on the concerned matter;

Board Members and Senior Management will make available to and share with fellow Directors/ Senior Management information as may be appropriate to ensure proper conduct and sound operation of the Company;

Board Members and Senior Management will respect the confidentiality of information relating to the affairs of the Company acquired in the course of their service as Directors/Senior Management, except when authorized or legally required to disclose such information;

When negotiating for or entering into an arrangement concerning, prospective employment outside the Company, Board Members and Senior Management will not allow such circumstances to affect the performance of their duties in the Company;

Board Members and Senior Management will not use confidential information acquired in the course of their service as Directors/Senior Management for their personal advantage; and

None of the Directors/Senior Management shall derive any benefit or assist others to derive benefit, by giving investment advice from access to and possession of information about the Company which is not in the public domain and deemed to be insider information. All Directors/Senior Management will comply with the Company’s Code on Prohibition of Insider Trading as applicable from time to time.

For Independent Directors

Apart from what is stated above, the Independent Director of the Company shall also adhere to the following additional code. The Code is a guide to professional conduct for independent directors. 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:

Guidelines of professional conduct:
1	Upholding ethical standard of integrity and probity;
2	Acting objectively and constructively while exercising his duties;
3	Exercising his responsibilities in a bona fide manner in the interest of the company;
4	Devoting sufficient time and attention to his professional obligations for informed and balanced decision-making;
5	Not allowing 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 abusing 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	Refraining from any action that would lead to loss of his independence;
8	Immediately informing the Board in case circumstances arise which can make an independent director lose his independence status;
9	Assisting the company in implementing the best corporate governance practices.
Role and functions:
1	To help bring 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	To bring an objective view in the evaluation of the performance of the board and management;
3	To scrutinize the performance of management in meeting agreed goals and objectives and monitor the reporting of performance;
4	To satisfy themselves on the integrity of financial information and that the financial controls and the systems of risk management are robust and defensible;
5	To safeguard the interests of all stakeholders, particularly the minority shareholders;
6	To balance the conflicting interests of the stakeholders;
7	To determine appropriate levels of remuneration for executive directors, key managerial personnel and senior management and have a prime role in appointing and, where necessary, recommending removal of executive directors, key managerial personnel and senior management;
8	To moderate and arbitrate in the interest of the company as a whole, in situations of conflict between management and shareholders’ interest.
Duties:
1	To Undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the company;
2	To 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	To strive to attend all meetings of the Board of Directors and of the Board committees of which he is a member;
4	To participate constructively and actively in the committees of the Board in which they are chairpersons or members;
5	To 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	To keep themselves well informed about the company and the external environment in which it operates;
8	To not unfairly obstruct the functioning of an otherwise proper Board or committee of the Board;
9	To 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	To 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	To report concerns about unethical behaviour, actual or suspected fraud or violation of the company’s code of conduct or ethics policy;
12	To act within his authority, assist in protecting the legitimate interests of the company, shareholders and its employees;
13	To 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.
14	To comply with all other duties and to comply with all other duties and responsibilities as may be imposed on them by the Companies Act, 2013 and any Rules made thereunder.
Directors/Senior Management who have concerns regarding compliance with this Code should raise those concerns with the Chairman of the Board, who will determine what action shall be taken to deal with the said concern.
Directors/Senior Management shall affirm compliance with the code on an annual basis.

Policies

Whistle Blower Policy

Disclosure under regulation 46 of LODR

Details of business

Company Details

About Shriram Asset Management Company Limited

Terms and conditions of appointment of independent directors

Criteria of making payment to Non Executive directors

Composition of various committees of board of directors

Code of conduct of board of directors and senior management personnel

Policies

News Paper publications (Items in sub-regulation(1) of regulation (47))

Details of KMPs & Grievance Redressal

Financial information : Company Reports

Shareholding Pattern

Related Party Disclosure

Secretarial Compliance Report as per Sub-regulation (2) of Regualtion 24A

Notice of AGM & EGM

Postal Ballot

Voting Results and Scrutinizers Report and Transcript

Annual Return as provided under Section 92 of the Companies Act, 2013

Statements of Deviation(s) or Variation(s) As specified In Regulation 32

Details of agreements entered into with the media companies and/or their associates, etc.

New name and the old name of the listed entity for a continuous period of one year, from the date of the last name change;

Schedule of analysts or institutional investors meet, and presentations made by the listed entity to analysts or institutional investors.

All credit ratings obtained by the entity for all its outstanding instruments

Memorandum of Association and Articles of Association

Employee Benefit Scheme Documents

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