Code of Conduct for the Board of Directors and Senior Management Personnel

1. APPLICABILITY

Pursuant to Regulation 17(5) of SEBI (LODR) Regulations, 2015, this Code shall be applicable to the following persons:

  • All the members of the Board of Directors.
  • All the members of Senior Management of the Company.

2. OBJECTIVE

The company’s objective in establishing this "Code of Conduct" is to promote ethics, honesty and professionalism within the company. The matters covered in the Code are of utmost importance to the Company, its shareholders and other stakeholders and are essential so that it can conduct business in accordance with ethical values to which it is strongly committed. Members of Board & Senior Management are expected to read and understand this code and uphold these standards in day to day activities and comply with all the policies and procedures.

3. EVERY MEMBER OF THE BOARD OF DIRECTORS SHOULD:

  • Act in accordance with the Article of Association of the Company.
  • Act in good faith in order to promote the Object of the Company for the benefit of its members as a whole and in the best interest of the Company, shareholder and employees of the Company
  • Exercise his/her duties with due and reasonable care, skill and diligence and shall exercise independent judgment.
  • Not involve in a Situation which he/she may have a direct or indirect interest that conflicts or possibly may conflict with the interest of the Company.
  • Not achieve or attempt to achieve any undue gain or advantage either to himself or to his/her relatives, partners, associates and if such director is found guilty of making any undue gain, he/she shall liable to pay an amount equal to that gain to Company.
  • Not assign his/her office and any assignment so made shall be void.

4. EVERY MEMBER OF THE BOARD OF DIRECTORS OF THE COMPANY AND SENIOPR MANAGEMENT SHOLUD :-

  • Act in a manner to enhance and maintain the reputation of the Company.
  • take every reasonable step to ensure adherence to the laws of the land.
  • Respect the Confidentiality of information relating to the affairs of the company acquired in course of their service except when authorized or legally required to disclose.
  • Not use confidential information acquired in the course of their service for their personal advantage.
  • Conduct themselves in a professional, courteous and respectful manner.
  • ensure the use of Company’s property for legitimate business purposes.
  • not knowingly suppress a material fact, which can be detrimental to the interest of the Company, from any appropriate authority / body.
  • not conduct themselves in such manner as would be construed to be an incident of sexual harassment at the workplace.
  • not make any statement, verify any return or form, containing any particulars knowing them to be false.
  • disclose the necessary information to the Company at regular intervals in respect of various declarations under the various acts, rules and regulations, including the Companies Act, 2013, and the details of related parties from time to time.

5. DUTIES OF INDEPENDENT DIRECTOR:

The Independent Director Shall:

  • undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the company;
  • 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;
  • strive to attend all meetings of the Board of Directors and of the Board committees of which he is a member,
  • participate constructively and actively in the committees of the Board in which they are chairpersons or members
  • strive to attend the general meetings of the company;
  • 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
  • keep themselves well informed about the company and the external environment in which it operates;
  • not to unfairly obstruct the functioning of an otherwise proper Board or committee of the Board;
  • 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.
  • 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
  • report concerns about unethical behavior, actual or suspected fraud or violation of the company’s code of conduct or ethics policy
  • acting within his authority, assist in protecting the legitimate interests of the company, shareholders and its employees;
  • 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