CODE OF BUSINESS CONDUCT AND ETHICS
FOR DIRECTORS AND SENIOR MANAGEMENT

 Code of Business Conduct & Ethics for Directors and Senior Management

APPLICABILITY
“This Code should be adhered to in letter and in spirit. The Company’s Board of Directors and Senior Management are responsible for and are committed to setting the standards of conduct contained in this Code and for implementing and updating these standards, as appropriate, to ensure their continuing relevance, effectiveness and responsiveness to the compliance of the legal and regulatory requirements/developments, in addition to making available the information as per the requirements of the relevant laws for an informed investment decision by the investors at large and all other stakeholders.”


The directors of the Company for the time being (including executive and non-executive directors, nominee directors and alternate directors) are governed by this Code of Conduct. The Code will also apply to the senior management of the Company with suitable adaptations. For this purpose the term 'senior management' shall mean personnel of the Company who are immediately below the level of Executive Directors. Normally, this would comprise all members of management one level below the executive directors, including all functional heads.

Code of Conduct and ethics was followed in letter and spirit for carrying out the business of the Company from inception and this discipline has helped the Company to see through its rough patches. By implementing the requirements under Clause 49 of the Listing Agreement, the policies adopted by the Company were reinforced and which is expected to ensure total compliance with the applicable laws, rules, and regulations with the highest standard of ethics and values. The matters covered in this Code are of utmost importance to the Company, shareholders and other stakeholders.
This Code shall come into force with immediate effect.
Each and every Directors and member of Senior Management as defined above shall be duty-bound to follow the provisions of this Code in letter and spirit. Any instance of non-compliance of any of the provisions shall be a breach of ethical conduct and shall be viewed seriously by the Board of Directors.

Accordingly, the Directors and Senior Management are expected to uphold these standards in their business dealings and activities, as the Company believes that a good corporate governance structure would not only encourage value creation but also provide accountability and control systems commensurate with the risks involved.

 

  1.  LEGAL COMPLIANCES
    The Company is committed to comply with all applicable laws, rules, regulations and guidelines in every jurisdiction wherever it operates.

    It is therefore desirable that Directors / Senior Management possess / acquire appropriate knowledge of the legal requirements relating to their roles and duties to enable them to be in compliance thereof and to recognize potential risks. The Directors / Senior Management shall ensure due compliance for every activity undertaken under their supervision and authority. Directors / Senior Management shall extend full co-operation to regulatory authorities, and disclose information as may be required.
     
  2. DISCLOSURE OF INTEREST / CONFLICT OF INTEREST:
    1.  The Directors / Senior Management shall disclose their interest, whether interested directly or indirectly, in any contract or arrangement, entered or to be entered into by the Company. The term "conflict of interest" pertains to situations in which personal financial or other consideration(s) may compromise, or have the appearance of compromising the professional judgement of Directors / Senior Management. A conflict of interest exists where the interests or benefits of Directors or Senior Management or of people or entities related to them conflicts with the interests or benefits of the Company.
    2. The Directors / Senior Management are prohibited from engaging in any activity that interferes with the performance or discharge of responsibilities towards the Company or is otherwise in conflict with the interest or prejudicial to the Company.
    3. In addition to mandatory disclosures all Non-Executive and Independent Directors shall disclose their association with any other company which, in their judgement, may lead to conflict of interest with the Company. All other Directors / Senior Management are required to obtain approval from the Managing Director before accepting any other directorship / assignment in any company.
    4. The Directors / Senior Management are free to make personal investments and enjoy social relations and normal business courtesies. They should however ensure that such interests do not directly or indirectly influence the performance of their responsibilities.
    5. The Directors / Senior Management are advised to avoid conducting the Company’s business with a relative, or with a business in which a relative is associated in any significant role.
    6. If there are any transactions proposed with such related parties within the knowledge of Directors / Senior Management, they must report the same to the Compliance Officer or Managing Director or Executive Director.. If determined to be material to the company, the transactions shall be placed before the Audit Committee for review. Any dealings with a related party must be conducted on an arms length basis and on commercial terms and no preferential treatment shall be given.
    7. If a proposed transaction or situation raises any question or doubts, the Managing Director or Executive Director or Compliance Officer should be consulted.
    8. Any activity which could interfere with the performance and discharge of responsibilities by Executive Directors and Senior Management is discouraged. If any Executive Director / Senior Management decides to consider a political post or other unrelated interest / vocation / profession, the same shall be disclosed to the Managing Director or Executive Director or Compliance Officer The Managing Director or Executive Director or Compliance Officer shall consider whether the acceptance of such a post is in any manner prejudicial to the interests of the Company and make appropriate recommendations to the Board.
       
  3. BUSINESS RELATIONSHIPS – SELECTION / CONTINUITY:
    The Company’s selection / continuity of a business facilitator / vendor is on the basis of the quality / reputation / at the prevailing market prices,. The quality of products and the efficiency of services at competitive prices will be the determining factors. The Directors / Senior Management shall not give, offer, or authorize the offer, directly or indirectly, of anything of value (tangible or intangible) to any third party to obtain any improper advantage. A contribution or entertainment shall not be offered to anyone in the course of business that might create the appearance of an impropriety.
     
     
  4. PROTECTION & PROPER USE OF COMPANY’S ASSETS & RESOURCES
    All the assets of the Company be properly secured through insurance, used optimally in the best business interest of the Company. The Directors / Senior Management shall as far as practicable, protect the Company’s assets from loss, damage, misuse or theft and ensure that the assets are only used for business purposes and other purposes specifically approved by the Management and must never be used for unauthorized purposes. The Directors / Senior Management shall not apply the Company’s assets / resources and/or proprietary information for personal benefit and/or for the benefit of any other related party.

    The Directors / Senior Management shall make their best efforts to protect all such Intellectual Properties related to the Company, as it is critical to the Company’s overall success.

    It is advisable to highlight and consult the Managing Director or Executive Director or Compliance Officer for determining the appropriate course of action whenever there is lack of clarity and issue of any kind related to Intellectual Property Rights.

     
  5. WHISTLE BLOWER - REPORTING OF ILLEGAL OR UNETHICAL BEHAVIOUR
    The Company shall promote ethical behavior in all the spheres of its business operations. The Employees are free to report existing/probable violations of laws, rules, regulations or unethical conduct to their immediate supervisor or head of the Audit Committee or the Managing Director or Executive Director or Compliance Officer. . Such reports received from any employee will be reviewed by the Audit Committee from time to time.

    The Directors and Senior Management shall not attempt to suppress/conceal any such view or reporting. The confidentiality of those reporting violations shall be protected and they shall not be subjected to any discriminatory practices.

     
  6. SECRECY/PRIVACY AND CONFIDENTIALITY
    The Directors/Senior Management shall ensure that no confidential information is disclosed inadvertently or otherwise. The unpublished price sensitive information and trade secrets are considered as Confidential information.

    Confidential information shall be disclosed to persons, both internal and external, only on a ‘need to know’ basis and public disclosure shall be made with appropriate approval or as legally mandated. The Directors / Senior Management shall ensure that all confidential information available to them by virtue of the office they hold is never directly or indirectly released to any person or entity, or made public, otherwise than as stated above.

     
  7. CORPORATE OPPORTUNITIES / THREATS
    Except as may be approved by the Board of Directors or a Committee thereof, Directors / Senior Management are prohibited from:
    • taking for themselves personally, opportunities that belong to either the Company or are discovered through the use of Company’s property, information or position;
    • using the Company’s property, information, or position for personal gain;
    • competing with the Company

     
  8. MEDIA DISCLOSURES
    All statements made to the media on behalf of the Company should be true and fair. Only persons duly authorised by management are allowed to interact with media on specified subjects.

    The Disclosures of any information other than statutory disclosures or those specifically authorised by the Management is prohibited. Disclosure of information on proceedings of board meetings / committee meetings / internal meetings, and disclosure 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.

    The Directors / Senior Management shall not disclose non public information selectively to a particular group as it may lead to unfair advantage / discrimination. For any outside publication of books, articles or manuscripts which relate specifically to the Company’s business, policies and processes, Directors / Senior Management should take the approval of the Management prior to its release. All such documents should be supplemented by a statement: “All views & observations made/expressed in this article/presentation are solely that of the authors and the Company is in no way responsible for the substance, veracity or truthfulness of such views and statements.’

     
  9. DEALING IN THE COMPANY’S SECURITIES
    As the Company’s securities are listed, the Company is committed to comply with securities laws in all jurisdictions in which its securities are listed. The Company prohibits its Directors / Senior Management and those who could be considered as Insiders from any fraudulent and unfair trade practices in the securities market, with regard to the securities of the Company or of any other company with whom the Company has business dealings to the best of their knowledge.

     
  10. FAIR DEALING
    The Directors / members of the Senior Management shall desist from discrimination on the basis of caste, religion, sex, nationality or disability of any kind towards any employees, customers, suppliers, or any business partner. The Directors / members of the Senior Management shall not take a discriminatory stance towards or give unfair advantage to the Company's employees, customers, suppliers, or competitors through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.

     
  11. HEALTH, SAFETY AND ENVIRONMENT
    The Directors / Senior Management would ensure an environmentally friendly and safe and healthy working conditions to its employees, and others who enter their premises for business purposes and shall ensure compliance with all applicable environmental, safety and health laws and regulations and internal policies.

     
  12. FREE AND FAIR COMPETITION / ANTITRUST
    The Directors / Senior Management would ensure that the business of the Company are carried out to allow free and fair Competition and would not invite unwarranted legally challengeable echoes form the Competitors and other persons.

     
  13. APPLICABILITY OF THE CODE
    This Code of Conduct is comprehensive and applies to all Directors and Senior Management, depending on their respective roles and responsibilities. Every Director and Member of Senior Management has a duty to avoid any circumstances that would result in creating a strong belief in the non-adherence to the underlying principles or violate the letter or spirit of this Code.

    The Directors / Senior Management shall communicate any suspected violations of the Code promptly to the Managing Director or Executive Director or Compliance Officer. The Suspected violations will be investigated by or at the direction of the Board and appropriate action will be taken in the event that violation is confirmed.

    The Compliance Officer, as designated by the Chairman, will be the principal officer for this Code. He is empowered to report to the Chairman of the Board on any matter relating to the implementation of the Code. The Compliance Officer should be consulted if there is any doubt or lack of clarity about any aspect of the Code. The Chairman of the Board may also be consulted wherever required.

    In case of any doubt, as to the course of action to be taken, the following tests may be applied:
    a) Whether the particular act could be deemed as ethical?
    b) Whether the particular act could be deemed as legal?
    c) Whether the particular act could lead to damages / discredit to the Company/ its officers?

     
  14. AMENDMENT, MODIFICATION & WAIVERS
    This Code may be amended, modified, or waived by the Board on the basis of experienced gained in its implementation. As a general policy, the Board will not grant waivers from compliance with the Code. However, in extraordinary situations in the business interest of the Company, without diluting the spirit, and for reasons to be recorded in writing, the Board may grant exemption from any one or more of the provisions of this Code.

     
  15. ANNUAL CERTIFICATION
    Every Director and Member of Senior Management of the Company will be required to certify compliance with the Code after the close of the financial year of the Company every year..
     
 
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