CODE OF CONDUCT

Preamble:

All Directors must act within the bounds of the authority conferred upon them and with a duty to make and enact informed decisions and policies in the best interests of the company and its shareholders / stakeholders.

With a view to maintain the high standards that the company requires, the following rules / code of conduct should be observed in all activities of the board.

Applicability

This Code of Conduct for Directors (hereinafter referred to as “Code”) is framed in accordance with Companies Act, 2013 and as per revised Clause 49 of the Listing Agreement applicable w.e.f. October 1, 2014.

This Code is applicable to the following:

• Directors, both Executive & Non-Executive Directors, including the Alternate Directors or Nominee Directors if appointed on the Board.
• Key Managerial Personnel [KMPs] as appointed by the Board, from time to time; and
• Senior Management Personnel [SMPs] i.e. personnel of the Company who are members of its core management team excluding Board of Directors. Usually, this would comprise of all members of management one level below the executive Directors, including all functional heads.

Duties Of The Board Of Directors/KMPs/SMPs

• A Director/KMP/SMP of the Company shall act in accordance with the Articles of the Company, subject to the applicable provisions of the Companies Act, 2013.
• A Director/KMP/SMP of the Company shall act in good faith in order to promote the objects of the Company for the benefit of its members as a whole, and in the best interests of the Company, its employees, the shareholders, the community and for the protection of environment.
• A Director/KMP/SMP of the Company shall exercise his duties with due and reasonable care, skill and diligence and shall exercise independent judgment.
• A Director/KMP/SMP of the Company shall not involve in a situation in which he may have a direct or indirect interest that conflicts, or possibly may conflict, with the interest of the Company.
• A Director/KMP/SMP of the Company shall not achieve or attempt to achieve any undue gain or advantage either to himself or to his relatives, partners, or associates and if such Director/KMP/SMP is found guilty of making any undue gain, he shall be liable to pay an amount equal to that gain to the Company.
• A Director/KMP/SMP of the Company shall not assign his office and any assignment so made shall be void.
• The Directors/KMPs/SMPs of the Company shall disclose the following information to the Board of Directors / Company:
•   Disclosure of any material interest, whether directly/indirectly or on behalf of third parties, in any transaction or matter directly affecting the Company.
• The Board and top management should conduct themselves so as to meet the expectations of operational transparency to stakeholders while at the same time maintaining confidentiality of information in order to foster a culture for good decision making.

Key Functions Of The Board Of Directors
In accordance with the revised Clause 49 of the Listing Agreement applicable w.e.f. October 01, 2014, the Board of Directors should fulfill certain key functions, including the following:

• Reviewing and guiding corporate strategy, major plans of action, risk policy, annual budgets and business plans; setting performance objectives; monitoring implementation and corporate performance; and overseeing major capital expenditures, acquisitions and divestments.
• Monitoring the effectiveness of the company’s governance practices and making changes as needed.
• Selecting, compensating, monitoring and, when necessary, replacing key executives and overseeing succession planning.
• Aligning key executive and board remuneration with the longer term interests of the company and its shareholders.
• Ensuring a transparent board nomination process with the diversity of thought, experience, knowledge, perspective and gender in the Board.
• Monitoring and managing potential conflicts of interest of management, board members and shareholders, including misuse of corporate assets and abuse in related party transactions.
• Ensuring the integrity of the company’s accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with the law and relevant standards.
• Overseeing the process of disclosure and communications.
• Monitoring and reviewing Board Evaluation framework.

 Other Responsibilities Of The Board Of Directors

• The Board should provide the strategic guidance to the company, ensure     effective monitoring of the management and should be accountable to the company and the shareholders.
• The Board should set a corporate culture and the values by which executives throughout a group will behave.
• Board members should act on a fully informed basis, in good faith, with due diligence and care, and in the best interest of the company and the shareholders.
• The Board should encourage continuing directors training to ensure that the Board members are kept up to date.
• Where Board decisions may affect different shareholder groups differently, the Board should treat all shareholders fairly.
• The Board should apply high ethical standards. It should take into account the interests of stakeholders.
• The Board should be able to exercise objective independent judgement on corporate affairs.
• Boards should consider assigning a sufficient number of non-executive Board members capable of exercising independent judgement to tasks where there is a potential for conflict of interest.
• The Board should ensure that, while rightly encouraging positive thinking, these do not result in over-optimism that either leads to significant risks not being recognised or exposes the company to excessive risk.
• The Board should have ability to ‘step back’ to assist executive management by challenging the assumptions underlying: strategy, strategic initiatives (such as acquisitions), risk appetite, exposures and the key areas of the company's focus.
• When committees of the board are established, their mandate, composition and working procedures should be well defined and disclosed by the board.
• Board members should be able to commit themselves effectively to their responsibilities.
• In order to fulfill their responsibilities, board members should have access to accurate, relevant and timely information.
• The Board and senior management should facilitate the Independent Directors to perform their role effectively as a Board member and also a member of a committee.

 Honesty & Integrity

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

 Conflict of Interest

Directors of the Company shall not engage in any business, relationship or activity, which may be in conflict of interest of the Company or the group.

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 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 and their immediate families should not invest in a Company, customer, supplier, developer or competitor and generally refrain from investments that compromise their responsibility to the Company.

• Directors should avoid conducing 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 of the company.

Compliance

Directors/KMPs/SMPs are required to comply with all applicable laws, rules and regulations, both in letter and spirit. In order to assist the company in promoting lawful and ethical behaviour, directors must report any possible violation of law, rules, regulation or the code of conduct to the company.

Other Directorships

The Company feels that serving on the boards 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 on an annual basis. It is felt that service on the board of a direct competitor is not in the interest of the Company.

Confidentiality of Information

Any information concerning the Company’s business, its customers, suppliers etc., which is not in public domain and to which the director has access or possesses such information, must be considered confidential and held in confidence, unless authorised to do so and when disclosure is required as a matter of law. No director shall provide any information either formally or informally, to the press or any other publicity media, unless specially authorised.

Insider Trading

Any Directors/KMPs/SMPs 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 and therefore constitutes insider information. All Directors/KMPs/SMPs will comply with insider trading guidelines as issued by SEBI.

Gifts & Donations

No Directors/KMPs/SMPs of the Company shall receive or offer, directly or indirectly, any gifts, donations, remuneration, hospitality, illegal payments and comparable benefits which are intended (or perceived to be intended) to obtain business (or uncompetitive) favours or decisions for the conduct of business. Nominal gifts of commemorative nature, for special events may be accepted and reported to the Board.

Protection of Assets

Directors/KMPs/SMPs must protect the Company’s assets, labour and information and may not use these for personal use, unless approved by the Board.

Corporate Business Opportunity
In carrying out their duties and responsibilities, directors should avoid appropriating corporate business opportunities for themselves that are discovered through the use of company property or information gained from their position as directors.

FAIR DEALING
Each Directors/KMPs/SMPs should deal fairly with customers, suppliers, competitors, and employees of the group of companies.

INTERPRETATION OF CODE
Any question or interpretation under this code of ethics and business conduct will be handled by the board, or any person or committee authorized by the board of the company.

NON-COMPLIANCE
Suspected violations of the code may be reported to the Chairman of the Board or the Chairman of the Audit Committee. All reported violations should be appropriately investigated. Any waiver of this Code must be approved by the Board of Directors, and publicly disclosed if required by any applicable law or regulation.

Periodic Review
Once every year or upon revision of this code, every director must acknowledge and execute an understanding of the code and an agreement to comply. New directors will sign such a deed at the time when their directorship begins.

Annual Compliance Reporting
In terms of Clause 49 of the Listing Agreement, all Board Members and Senior Management Personnel shall affirm compliance of this Code within 60 days of close of every financial year. Compliance Report shall be forwarded to the Company Secretary, in such form and manner as may be prescribed from time to time.

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ACKNOWLEDGMENT OF RECEIPT OF CODE OF CONDUCT:

I have received and read the Company's Code of Conduct. I understand the standards and policies contained in the Company Code of Conduct and understand that there may be additional policies or regulations specific to my job. I further agree to comply with the Company Code of Conduct.

I also agree that I shall give an annual compliance report acknowledging my adherence to the given Code of Conduct.

Name:

Signature:

Date:

(Please sign and return this form )