Preamble

The Board Shall lay down a Code of Conduct for all Board members and senior management of the Company. The Code of Conduct shall be posted on the website of the Company.

All Board Members and Senior management personnel shall affirm compliance with the Code on an annual basis. The Annual Report of the Company shall contain a declaration to this effect, signed by the CEO.

The Code of Conduct shall suitably incorporate the duties of the Independent Directors as laid down in the Companies Act, 2013.

An Independent Director shall be held liable, only in respect of such acts of omission or commission by the company which had occurred with his knowledge, attributable through Board processes, and with his consent or connivance or where he had not acted diligently with respect to the provisions of the Listing Agreement.

The Board acknowledges its intention to establish and follow "best practices" in Board governance in order to fulfill its fiduciary obligation to the Company. In furtherance of this practice of governance, the Board of Directors has adopted this 'Code of Conduct for Board of Directors and Senior Management Personnel ('the Code').

The operations of the Company are managed under the direction of the Board within the framework set by Companies Act, 2013, the Equity Listing Agreement and the Articles of Association of the Company. The Board is also governed by Internal codes/ procedures prescribed by the Company from time to time.

This Code of Conduct has been framed and adopted by the Company in compliance with the provisions of Clause 49 of the Equity Listing Agreement, entered into by the Company with the concerned Stock Exchanges as amended from time to time.

The Company has a Code of Conduct. However in order to comply with the amended Listing Agreement and Companies Act, 2013, the Board has reviewed and adopted the new code.

APPLICABILITY

• The Code is applicable to the following persons, hereinafter referred to as 'Directors and Senior Management Personnel' :–
  • All Members of the Board of Directors of the Company; and
  • All Executives of the Company (not being Directors) from the rank of Manager and above including all Functional Heads ('Senior Management Personnel').
• Directors and Senior Management Personnel are expected to read and understand the Code, uphold these standards in their day-to-day activities, and comply with all applicable laws, rules and regulations and all applicable policies and procedures adopted by the Company that govern the conduct of its employees.
• The principles described in this Code are general in nature. Directors and Senior Management Personnel should also review the Company's other applicable policies and procedures for more specific instruction.

CODE OF CONDUCT FOR BOARD MEMBERS AND THE SENIOR MANAGEMENT

Members of the Board and the Senior Management shall:

1. Always act in good faith and in the interests of the Company, its employees and the shareholders.
2. Uphold ethical standards of integrity and probity.
3. Act objectively and constructively while exercising his/her duties.
4. Always adhere and conform to the various statutory and mandatory regulations/guidelines applicable to the operations of the Company avoiding violations or non-conformities.
5. Not derive personal benefit or undue advantages (financial or otherwise) by virtue of their position or relationship with the Company, and for this purpose
   1. shall adopt transparency in their dealings with the Company.
   2. shall disclose full details of any direct or indirect personal interests in dealings/transactions with the Company.
   3. shall not be party to transactions or decisions involving conflict between their personal interest and the Company's interest.
   4. shall not assign his/her office and any assignment so made shall be void.
6. Conduct themselves and their activities outside the Company in such manner as not to adversely affect the image or reputation of the Company.
7. Inform the Company immediately if there is any personal development (relating to his/her business/professional activities) which could be incompatible with the level and stature of his/her position and responsibility with the Company.
8. Bring to the attention of the Board, Chairman or the Whole-time Director, as appropriate, any information or development either within the Company (relating to its employees or other stakeholders) or external, which could impact the Company operations and which in the normal course, may not have come to the knowledge of the Board/Chairman or the Whole-time Director.
9. Always abide by the above Code of Conduct, and shall be accountable to the Board for their actions/violations/defaults.
10. Not to unfairly obstruct the functioning of an otherwise proper Board or Committee of the Board.
11. 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.
12. Report concerns about unethical behavior, actual or suspected fraud or violation of the company's code of conduct or ethics policy.
13. Endeavour to attend all meetings of the Board and its Committees of which they are members or invitees, read in advance the material distributed for constructive deliberations at the meetings and actively participate in the discussion and decision making at the meetings.

In addition to the above, an Independent Director on the Board of the Company shall abide by the Code for Independent Directors as provided in Schedule IV of the Companies Act, 2013.

Conflict of Interest

The Directors and Senior Management Personnel are expected to conduct their activities in such a manner that any actual, potential or perceived conflict of interest situation is avoided. They must protect the Company's assets and resources and use the same only for the Company's business and not for personal gain/advantage. They must not exploit, for their personal gain, opportunities that are discovered by or through the Company or divert to their own advantage any business opportunity of which the Company is in pursuit.

In consideration of employment with the Company, the Whole-time Directors and Senior Management Personnel are expected to devote their full attention to the business interest of the Company. The Senior Management Personnel are prohibited from holding any position or job or be on the Board of any other company outside the Hinduja Group without approval of Chairman of the Company.

Confidential Information: Directors are expected to ensure that confidential information relating to the Company, to which they may be privy, is used only for the purposes for which it is intended and in the Company's interest. Directors must ensure that such information is not divulged to persons other than who need to know the information for the aforesaid purpose. In any event, Directors must ensure that the information is not used by them for personal gain or for the benefit of any of the Company's competitors or other parties who, if in possession of the said information, may sue it in a manner inconsistent with the Company's interests. The obligation of confidentiality shall continue even after such person ceases to be Director or Senior Management Personnel of the Company.

Insider Trading: Directors must ensure that they comply with the SEBI (Prohibition of Insider Trading) Regulations. In particular, Directors must ensure that they do not, by themselves or through third parties, deal in the Company's shares while in possession of material non-public information relating to the Company. Directors must also ensure that they do not divulge such information to third parties, who may use the information to deal in the Company's shares.

Media/Investor Communications: Directors who may be approached by the media or by investors for information relating to the Company are required to refrain from making any comment which is inconsistent with the Company's Media and Investor Communications Policy. While granting interviews to the media or investors which are of a general nature, Directors are required to refrain from making specific references to the Company inconsistent with any Media and Investor Communications Policy of the Company.

Violations: Violations of this Code or other Company Policies or Procedures by Senior Management Personnel should be promptly reported to the HR Department and violations by Members of the Board of Directors of the Company to the Chairman. The Board has the power to investigate, in such manner as it may deem fit, any breach or violation or alleged breach or violation of the Code. The Company will take appropriate disciplinary action against any person whose actions are found to violate the Code or any other policy of the Company.

Affirmation: All Directors and Senior Management Personnel shall affirm compliance with the Code on annual basis within 30 days of close of every financial year ending on 31st March. The Annual Affirmation (as per format specified hereunder) shall be forwarded to the Company Secretary of the Company within the said period of 30 days.

Amendments: The Board may amend the provisions of this Code from time to time. Unless otherwise specified, such amendments shall be effective from the date of the Board meeting at which such amendments are approved.