Code Of Conduct

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the CODE OF CONDUCT for Board of Directors and Senior Management of the Company is being issued as follows:

This Code of Conduct (the "Code") shall be effective from 12th February, 2024.

This Code shall be applicable to each member of the Board of Directors of the Company (hereinafter referred to as “Directors”), as well as Senior Managers (i.e. Presidents/VPs/GMs/Division Heads), Company Secretary and Chief Financial Officer, being members of the “Senior Management” of the Company, or such other employee of the Company as may be designated as member of the Senior Management for the purpose of this Code by the Chairman & Managing Director of the Company from time to time (hereinafter referred to as “Senior Management”).

The Directors and Senior Management must act within the bounds of the authority conferred upon them in order to:

1. enhance the standards of ethical conduct, which are based on core group values.
2. evolve as good corporate citizens by implementing highest degree of transparency, integrity, accountability and corporate social responsibility.
3. further achieve good corporate governance by complying with all laws, rules, and regulations applicable to the Company.
4. make and enact informed decisions and policies in the best interests of the Company and its shareholders/stakeholders.

With a view to maintain a high standard, the Company requires that the Code should be observed in all the activities by the Board of Directors and the Senior Management. The Company appoints the Secretary of the Company as the Compliance Officer for the purposes of the Code, who will be available to the Directors and the Senior Management to answer questions and to help them comply with the Code. The Code shall be generally observed in the following areas:

The Directors and Senior Managers shall conduct their activities, on behalf of the Company and on their personal behalf, with honesty, integrity and fairness. The Directors and Senior Managers shall act in good faith, responsibly, with due care, competence and diligence, without allowing their independent judgment to be subordinated. Directors and Senior Managers shall act in the best interests of the Company and fulfill the fiduciary obligations.

The Directors and Senior Managers shall not engage in any business relationship or activity, which may be in conflict of interest with those of the Company.
Conflicts can arise in many situations. It is not possible to cover every possible conflict situation and at times, it will not be easy to distinguish between proper and improper activity. Set forth, are some of the common circumstances that may lead to a conflict of interest, actual or potential -

• Directors/Senior Managers should not engage in any activity / employment that interferes with the performance or responsibility to the Company or is otherwise in conflict with or prejudicial to the Company.
• Directors/Senior Managers and their immediate families should not invest in a customer, supplier or competitor of the Company and generally refrain from investments that compromise their responsibility to the Company.
• Directors/Senior Managers should avoid conducting Company business with a relative or with a firm / company in which a relative / related party is associated in any significant role.
• If such related party transaction is unavoidable, it must be fully disclosed to the Board or to the Compliance Officer of the Company, notwithstanding that the same may technically not be a disclosure required within the meaning of the Companies Act.
• Directors/Senior Managers should avoid any outside business activity that detracts his/her ability to devote appropriate time and attention to his/her responsibilities with the Company.
• Directors/Senior Managers should avoid receipt of any improper benefits to his/her personal knowledge as a result of his/her position in the Company.

The Company feels that serving on the Board of Directors of other companies may raise substantial concerns about potential conflict of interest. And therefore, all Directors must report / disclose such relationships to the Board within 21 days of such change. It is felt that service on the Board of Directors of a competitor is not in the interest of the Company.
The Directors/Senior Managers shall disclose the necessary information to the Company at regular intervals in respect of various declarations under the applicable acts, rules and regulations, including the Companies Act, 2013, etc.

The Directors and Senior Managers are required to comply with all the applicable laws, rules and regulations, both in letter and in spirit. In order to assist the Company in promoting lawful and ethical behaviour, Directors must report any possible violation of law, rules, regulations or the Code of Conduct to the Compliance Officer.

In consideration of the Directors/Senior Managers being engaged with the Company, he/she shall devote his/her full attention to the business interests of the Company. He/she shall prohibit himself/herself from engaging in any activity (unless disclosed to the Board or Compliance Officer and consent thereof is obtained) that interferes with his/her performance or responsibilities to the Company or is otherwise in conflict with or prejudicial to the Company.

The Directors/Senior Managers shall endeavour to protect the Company’s assets and properties including intellectual property and ensure their efficient use. The Directors/Senior Managers shall ensure the use of Company’s properties for legitimate business purposes.
Any information concerning the Company’s business, its customers, suppliers, etc., which is not in the public domain and to which the Directors or Senior Managers have access or possess such information, must be considered confidential and held in confidence, unless authorized to do so and when disclosure is required as a matter of law. No Director or Senior Manager shall provide any information either formally or informally, to the press or any other publicity media, unless specially authorized or required under law.

The Directors or Senior Managers of the Company shall not derive benefit or assist others to derive benefit by giving investment advice from the access to and possession of information about the Company, not in public domain. The Directors and Senior Managers shall comply with SEBI (Prohibition of Insider Trading) Regulations, 2015 and prevention of Insider Trading Code as issued by the Company.

The Directors and concerned Senior Managers shall endeavour to attend and actively participate in all the meetings of the Board of Directors and its Committees, wherever applicable and General Meetings of the Members of the Company. The Directors/Senior Managers shall not participate in any meetings, in any discussions or vote on any matter related to a counter party in which he/she is interested.

The Directors/Senior Managers shall at all times exercise their powers for the purposes they were/are conferred, for the benefit and prosperity of the Company. The Directors/Senior Managers shall discharge their fiduciary duties as Trustees in a fair and impartial manner to all the stakeholders of the Company.

The Directors/Senior Managers are personally responsible for all Company funds over which he/ she exercises control. Company agents and contractors should not be allowed to exercise control over Company funds. Company funds must be used only for Company business purposes. The Directors/Senior Managers, agents and contractors must not use Company funds for any personal purpose.

Besides the adherence to the above Code, the Whole – time Directors and Senior Managers shall also be required to abide by their contractual obligations as per their respective Appointment Letters/Contracts/Agreements with the Company.

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 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. act within their 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.

Each of the Directors and the Senior Managers of the Company to whom this Code is made applicable, shall submit to the Compliance Officer, a certificate addressed to the Chairman and/or the Managing Director of the Company on annual basis, confirming his/her compliance with the provisions of this Code.

The Board of Directors of the Company is empowered to add, alter or amend any of the provisions of this Code, as it may deem fit and proper, from time to time.