BACK

CODE OF CONDUCT

FOR

DIRECTORS AND SENIOR EXECUTIVES

PREFACE

 

Regulation 17(5) read with Regulation 26(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 stipulates that the board of directors shall lay down a code of conduct for all of board of directors (“Directors”), key managerial personnel of the Company (“KMPs”) and senior management of every listed entity and the code of conduct shall suitably incorporate the duties of independent directors as laid down in the Companies Act, 2013; and also requires that all Directors, KMPs and senior management personnel affirm compliance with the code of conduct of the Directors, KMPS and senior management on an annual basis.  

 

Accordingly, Kashyap Tele-Medicines Limited (“Company”) has formulated and adopted this Code of Conduct for Directors, Key Managerial Personnel and Senior Management (“Code of Conduct”).  

 

OBJECTIVE

 

A director of a 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.   With a view to maintain high standards of transparency in governance in day to day business conduct, to serve as a guideline for addressing situations involving ethical issues in all spheres of activities of the organization and to induce and recognize the virtues of honesty and accountability, the Company has formulated, approved and adopted this “Code of Conduct to be observed by the members of the Board of directors and senior management personnel of the Company while carry out business of the Company.    The Company is expecting from its Directors, KMPs and Senior Management to follow and promote the application of this Code of Conduct. 

 

APPLICABILITY

 

The Code applies to all Directors, KMPS and Senior Management of the Company. The Directors both executive and non‐executive, are obliged to carry out their duties with due and reasonable care, skill and diligence and shall exercise independent judgment within the scope of the authority conferred upon them and in accordance with the laws, rules, regulations, agreements, guidelines, standards and internal policies and procedures.

 

The Independent Directors of the Company are subject to certain additional duties as laid down by the Companies Act, 2013 which are set out in this document.  

 

This Code of Conduct is also applicable to the KMPs of the Company and the Senior Management of the Company comprising of members of the core management team excluding board of directors and all members of management one level below the executive directors, including all functional heads of the Company.

 

DEFINITION

 

For the purpose of the Code, the following terms shall have the meanings assigned to them hereunder:  

 

“Board” means the Board of Directors of the Company;  

 

“Code of Conduct” shall mean “Kashyap Tele-Medicines Limited ‐ Code of Conduct for Directors, Key Managerial Personnel and Senior Management” as amended from time to time;  

 

“Compliance Officer” means the Company Secretary of the Company and in his absence any senior officer, so designated by the Board for the purpose of compliance with the Code; 

 

“Company” means Kashyap Tele-Medicines Limited;  

 

 “Key Managerial Personnel” or “KMPs” shall mean: (a) Whole‐time director(s) in the Company; (b) Company Secretary of the Company; and (c) Chief Financial Officer, of the Company.

 

“SEBI Listing Regulations” means the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;  

 

“Senior Management” shall mean officers/personnel of the Company who are members of the core management team excluding board of directors and Key Managerial Personnel and shall comprise of all members of management one level below the executive directors, including all functional heads.

 

Words and expressions used and not defined in the Code but defined in the SEBI Listing Regulations, the Securities and Exchange Board of India Act, 1992 or the Companies Act, 2013 and the rules and regulations made thereunder shall have the meanings respectively assigned to them in those legislation as the context may so require.  

 

CODE

 

  1. Working Environment  

 

Best efforts shall be made to contribute to an environment that provides an open and motivational environment which is conducive for upholding and achieving the Company’s vision and goals. The principles of mutual trust, teamwork and spirit shall be appreciated and maintained. The Directors/KMPs/Senior Management personnel shall attempt that the teams grow together through collaborative working, skills development, knowledge sharing and learning from each other. Employees being invaluable assets shall be motivated to achieve higher goals. 

 

  1. Accountability  

 

The Directors/KMPs/Senior Management shall discharge their duties in good faith and integrity in business judgment and in the best interests of the Company and its stakeholders. They are expected to use their best endeavours and organize the resources for advancing the Company’s objectives. They shall act ethically, honestly, bonafidely with due care, competence and diligence and without allowing their independent judgment to be subordinated to protect the Company’s properties, brand equity and image. They shall act in the best interests of the Company and fulfill their fiduciary/legal obligations. 

 

III.   Insider Trading  

 

Directors, KMPs and Senior Management shall not derive benefit or assist others to derive benefit by giving investment advice on the basis of the access to and possession of insider / price sensitive information about the Company which is not in public domain. Directors, KMPs and Senior Management shall comply with the Code of Conduct for Prevention of Insider Trading of the Company for the time being.

 

  1. Legal Compliances  

 

 It is duty of the Director, KMPs and Senior Management to ensure that the Company shall comply with all applicable laws, rules and regulations including but not limited to various policies, guidelines and codes formulated by the Company in compliance with SEBI Listing Regulations.   In order to ensure effective compliance and in promoting lawful and ethical behaviour, any possible violation of laws, rules, regulations or the Code of conduct shall be reported to the Board of Directors through the Company Secretary.    In the event, the implication of any law is not clear; the Compliance Officer shall be consulted for advice.  

 

  1. Conflict of Interest  

 

Directors, KMPs and Senior Management shall not engage in any business, relationship or activity, which may be in conflict with interests of the Company. A conflict of interest occurs when personal interest of a Director, KMPs or Senior Management conflicts in any way, or even appears to conflict, with the interest of the Company as a whole. A conflict of interest also arises when a Director, KMP or Senior Management or a member of his or her immediate family is likely to receive undue personal benefit as a result of his or her position as a Director, KMP or Senior Management of the Company.   If any transactions which prima facie appear to be conflicting with the interest of the Company but are unavoidable, the Director, KMP or Senior Management involved in such transaction should first obtain approval from the Board of Directors before such transaction is entered into, subject to applicable laws for the time being.   In case the Chairman of the Board is interested, the matter should be referred to the Chairman of the Audit Committee of the Board. 

 

  1. Other Directorships, etc.  

 

Directors must report / disclose their directorships in other companies to the Board on an annual basis. If there is any change in directorships in other companies during the course of the year, Directors must promptly advise the same to the Board. KMPs and Senior Management must obtain the prior approval of the Chairman of the Board of Directors of the Company before accepting a directorship in any other company. The application seeking such approval should be routed through Compliance Officer of the Company. Directors, KMPs and Senior Management shall not accept the directorship of a competitor of the Company.   KMPs and Senior Management shall act as the director / advisor or hold any other capacity in any other company after making proper disclosure to the Compliance Officer.

 

VII.   Confidentiality  

 

Directors, KMPs and Senior Management should maintain the confidentiality of information entrusted to them by the Company. The Company’s confidential and proprietary information shall not be inappropriately disclosed or used for the personal gain or anyone other than the Company. Confidential information includes any information relating to the Company’s business, customers, suppliers, employees etc., which is not available in the public domain and to which the Director/ KMPs/ Senior Management has access or they possesses such information because of their position in the Company. 

 

VIII.   Bribery  

 

The Board of Directors, Key Managerial Personnel and the Senior Management Personnel shall neither receive nor offer or make, directly or indirectly, any illegal payments, remuneration, gifts, donations or Comparable benefits which are intended to or perceived to obtain business or uncompetitive favours for the conduct of its business except accepting a gift or entertainment if warranted by the accepted ethical customs and practices.  

 

  1. Conduct of Business  

While carrying out the duties, the Board of Directors, Key Managerial Personnel and the Senior Management Personnel shall ensure that it is executed in terms of the authorizations granted and within the limits prescribed under the relevant policies, codes, guidelines and other directives issued by the Board of Directors or Committee of Directors of the Company, from time to time.  

 

  1. No discrimination  

 

The Board of Directors, Key Managerial Personnel and the Senior Management Personnel shall refrain from indulging in any discriminatory practice or behaviour based on race, colour, sex, age, religion, ethnic or national origin, disability or any other unlawful basis. The ethical conduct, performance and skills shall be the qualifying indicatives for an employee’s performance.

 

  1. Duties of Directors  

 

Without limiting the generality of the duties stated in the Companies Act, 2013, the Listing Regulations, SEBI (Prohibition of Insider Trading) Regulations, 2015 and the Code of Conduct for Prevention of Insider Trading framed there under and other applicable laws, the duties of a director are as under:  

 

Pursuant to Section 166 of the Companies Act, 2013, a Director shall  

(1)   act in accordance with the articles of the company.  

(2)  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.  

(3) exercise his duties with due and reasonable care, skill and diligence and shall exercise independent judgment.  

(4) 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.  

(5) 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 is found guilty of making any undue gain, he shall be liable to pay an amount equal to that gain to the company.  

(6) not assign his office and any assignment so made shall be void.  

 

Further in terms of Regulation 17(5) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Para III of Schedule IV of Companies Act, 2013, duties of Independent Director are as follows:  

 

The Independent Director 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 to 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) acting within his 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.

 

XII.   Reporting   

 

 While every Director/KMP/Senior Management has to himself ensure compliance with this Code. Any instance of violation or possible violation of this Code by the concerned Director/ KMP/Senior Management person or by any other Director /KMP/ Senior Management person shall be immediately reported to the Board of Directors of the Company through the Compliance Officer.  

 

XIII.   Code of Conduct for Independent Directors   

 

A code of conduct of independent directors has been separately formulated by the Company under the terms of the Companies Act, 2013. Accordingly, please refer to the “Code of Conduct for Independent Director” for the guidelines set out therein specifically for independent directors.

 

In case of any doubt as to the best course of action, the concerned Director/KMP/ Senior Management person should promptly contact the Compliance Officer.

 

 AMENDMENT TO THE CODE

 

The Code is subject to modification / amendment from time to time. Any subsequent amendment to the provision(s) of the Code shall be approved by the Board. The Code or any amendment to the provision(s) of the Code shall be communicated to the Directors, KMPs and Senior Management; and will also be published on the website of the Company.  

 

WAIVERS As a general policy, the Company will not grant waiver of this code. Any waiver of any provision of this Code of Conduct must be placed for approval before the Audit Committee of the Board of Directors of the Company, subject to the provisions of applicable laws, regulations or guidelines and ultimate interest of the Company.  

 

ACKNOWLEDGEMENT OF THE CODE

 

Directors, KMPs and Senior Management shall annually/upon revision of this Code sign an acknowledgement form appearing at the end of the Code, as “Annexure A”, indicating that they have received, read, understood and agree to comply with the Code.  

 

Each Director, KMP and member of the Senior Management shall affirm compliance with the Code annually on or before 31st March of every year or such other date as may be determined in this regard.  

 

The Corporate Governance Report of the Company shall contain a declaration to this effect signed by the CEO / Managing Director of the Company.

 

Annexure A

 

KASHYAP TELE-MEDICINES LIMITED ‐ CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

 

[Pursuant to Regulation 17(5) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015]

 

ACKNOWLEDGEMENT BY DIRECTOR / SENIOR MANAGEMENT WITH CODE OF CONDUCT  

 

 As a Director/Senior Management Person, I hereby acknowledge that I have received and read the document titled ‘KASHYAP TELE-MEDICINES LIMITED; CODE OF CONDUCT FOR DIRECTORS AND SENIOR EXECUTIVES’ (hereinafter referred as the” Code”). 

 

 I understand that it is my responsibility to consult the Compliance Officer if I have any questions regarding the provisions of the Code. I understand and agree that as a Director/Senior Management Person, it is my responsibility to promote the application of this Code; and will comply with the Code in letter and true spirit.  

 

_________________________________  

Name: ___________________________  

Designation: ______________________  

Date: _____/______/_________  

Place: _____________________

 

 

INTRODUCTION

 

KASHYAP TELE-MEDICINES LIMITED is committed to being an ethical and responsible member of the business communities in which it operates. The Company always endeavors to ensure that highest standards of honesty, integrity and ethics are maintained. While the Company has instituted a general Code of Conduct applicable to all employees, this Code provides fundamental and broad general standards for the Company, particularly for its Directors and Senior Management.

 

This code of conduct will act as guideline to all as under:

 

  • Promote honest and ethical conduct.
  • Maintain a corporate climate in which the integrity and dignity of each individual is valued and promoted;
  • Assure compliance with laws, rules and regulations that govern the Company’s business activities; and
  • Assure the proper use of the Company’s assets.

 

 

DEFINITIONS & INTERPRETATIONS:

 

The Company” shall mean “KASHYAP TELE-MEDICINES LIMITED” in short “KTML.”

 

  1. “Act” means Companies Act, 2013 as amended from time to time.
  2. The term “Board Members” shall mean Board of Directors of the Company.
  3. The term “Chairman” means Chairman of the Board Meeting elected by the Board.
  4. The Term “Compliance Officer” shall mean and include Company Secretary / Senior
  5. Member viz. Manager (Secretarial) / Deputy Manager (Secretarial) or such other person as may be decided by the Board.
  6. The term Director includes Executive and Non-Executive Directors and also includes the
  7. Institutional Directors/ Nominee Directors whether the institution is an investing institution or lending institution on the Board of Directors of the Company who are not in whole time employment of the Company.
  8. The term “Insider Information” shall have same meaning as assigned under Insider Code of the Company.
  9. The term “Senior Executives of the Management” mean personnel of the Company who are members of its core management team excluding Board of Directors. Normally, the term would comprise all members of management one level below the Board.
  10. The term “Shares or Securities” means equity Shares only.
  11. The term “Trading” means sale or purchase of shares of the Company but does not include pledge, transmission, etc.
  12. In this “Code” words importing the masculine shall include feminine and words importing singular shall include the plural or vice versa.

APPLICABILITY

  1. All Directors and members of the Senior Management as below (collectively called “Seniors”), and all persons reporting to the level of Directors, are expected to abide by these guidelines at a minimum. They are also expected to lead other employees by example.
    1. all Directors, whether executive, non-executive or nominee directors; 
    2. all Executives from the rank of General Manager and above; 
      c) any other appropriate person that the Board may determine.
  2. The Board of Directors of the Company shall be the final internal authority as far as any interpretation of the Code or its applicability/violation and consequential actions are concerned.

The Code may be amended and/or improved upon and/or altered and/or varied from time to time.

COMPLIANCE

Positive Work Environment

  1. All seniors are expected to uphold a culture emphasizing honesty, integrity, fairness, trust, competence, professionalism, discipline, teamwork, as well as truthfulness and high moral standards in day-to-day dealings and conduct, both within and outside.
  2. All are expected to treat each other and their juniors with respect for individual dignity and rights, not to discriminate on grounds of race, ethnicity, caste, marital status or gender, and maintain a work environment free of sexual harassment.
  3. All are expected to provide an open, motivating work environment which is conducive to upholding and achieving the Company’s vision, targets and goals.
  4. Entry into and progression within the Company shall be determined on merit and needs of the business and Seniors shall support the principles of proper, fair and transparent evaluation processes and professional growth in line with individual capabilities.
  5. Any appointment or extension, dismissal, increment or promotion (including the making of any promise towards appointment, extension, increment or promotion) requires that procedures in the Rules of the Company be followed.
  6. Promotions and/or increments shall not be automatic or time bound but performance and merit based.
  7. Pride of place shall be given to the best of social, cultural and intellectual values, in behavior and conduct.

Confidentiality

  1. All seniors shall respect the sanctity of confidential and other business information they may receive or acquire in the course of their professional activities whether from internal or external sources. Such information shall not be conveyed to anyone, inside or outside the Company, who is not authorized to receive it. Where disclosed a similar obligation for confidentiality may be required by the Company. Disclosure of business, technical, commercial, proprietary or other information in the public domain shall be made only by specifically authorized persons.
  2. No Senior may reveal to any third party any confidential data including but not limited to business strategies, marketing plans, sales or contract information, customer lists and information, proprietary, pricing or costing information or any other data unless the performance of the job inherently requires the sharing of such information. Confidential information may not be used or disclosed even after a person ceases to be a senior or an employee of the Company.
  3. Non-public information obtained by any senior may not be used either for personal gain or by any third party as a result of association with the Senior. Use for personal gain includes taking advantage of such information by trading (or providing others for them to trade) in Company shares or in shares of other companies with which the Company has any price-sensitive contact, including but not limited to acquisition evaluation or negotiation or acquiring property or assets of any kind.

Conflict of Interest

  1. All seniors shall avoid situations in which any conflict may arise between their private interests and those of the Company. Such conflicts could involve, but are not limited to, customers, suppliers, contractors, competitors and present or prospective employees. There are specific provisions in the general code of conduct regarding the acceptance or provision of, or soliciting of, consideration, gratuities, entertainment and gifts.
  2. Seniors must not make improper use of the resources of the Company or that of any of its suppliers or customers, nor permit others in the Company to do so. All concerned shall be personally accountable for  proper expenditure of Company funds and also responsible for proper use of Company assets over which they exercise control. It is expressly forbidden to (either directly or indirectly) grant any official favour for personal collateral interests or to spend money of the Company for personal benefit or purpose.

 

Legal Compliances

  1. All Seniors are required to comply with all laws and regulations applying in the jurisdictions in which they operate.
  2. All Seniors shall abide by any insider trading code of the Company.
  3. The senior management (including Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Secretary, etc.) has additional responsibilities in the preparation and release of financial and other information into the public domain. In addition to ethical requirements of this Code they shall have a special responsibility for ensuring:
    • Full, fair, accurate, timely and understandable disclosure in reports and documents that the Company may file with or submit to various Stock Exchanges, Securities & Exchange Board of India, and other public communications made by the Company;
    • Maintenance of proper accounting and other records and details in accordance with all laws and regulations

 Social Responsibility

  1. All concerned shall maintain respect for the environment generally, and the Company shall conform to all environmental laws.
  2. All concerned shall endeavour to ensure total industrial safety.
  3. All concerned shall use their best efforts to preserve a healthy work environment in all Company offices.
  4. The Company shall make efforts to extend support to employee and community welfare, health and education. It is committed to being a good corporate citizen

Corporate Governance

The Audit Committee shall oversee the effectiveness of the audit and internal audit tasks, to assist the Board in providing useful supervision of the overall  financial reporting process.  Due emphasis shall be laid on the audit/internal audit process, as necessary to safeguard the interests of shareholders.

Every Director and Officer of the Company must extend his full co-operation to the Auditors and ensure that all information as may be required by them is made available. The Audit Committee may also have propriety audit conducted from time to time.

Independent Directors:

 

  1. Guidelines of professional conduct:

 

An independent director shall:

 

(1) uphold ethical standards of integrity and probity;

(2) act objectively and constructively while exercising his duties;

(3) exercise his responsibilities in a bona fide manner in the interest of the company;

(4) devote sufficient time and attention to his professional obligations for informed and balanced decision making;

(5) not allow any extraneous considerations that will vitiate his exercise of objective independent judgment in the paramount interest of the company as a whole, while concurring in or dissenting from the collective judgment of the Board in its decision making;

 (6) not abuse his position to the detriment of the company or its shareholders or  for the purpose of gaining direct or indirect personal advantage or advantage for any associated person;

(7) refrain from any action that would lead to loss of his independence;

(8) where circumstances arise which make an independent director lose his  independence, the independent director must immediately inform the Board accordingly;

(9) assist the company in implementing the best corporate governance practices.

 

  1. Role and functions:

 

The independent directors shall:

 

(1) help in bringing an independent judgment to bear on the Board’s deliberations especially on issues of strategy, performance, risk management, resources, key appointments and standards of conduct;

(2) bring an objective view in the evaluation of the performance of board and management;

(3) scrutinize the performance of management in meeting agreed goals and objectives and monitor the reporting of performance;

(4) satisfy themselves on the integrity of financial information and that financial control and the systems of risk management are robust and defensible;

(5) safeguard the interests of all stakeholders, particularly the minority shareholders;

(6) Balance the conflicting interest of the stakeholders;

(7) determine appropriate levels of remuneration of executive directors, key managerial personnel and senior management and have a prime role in appointing and where necessary recommend removal of executive directors, key managerial personnel and senior management;

(8) Moderate and arbitrate in the interest of the company as a whole, in situations of conflict between management and shareholder’s interest.

 

III. Duties:

 

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 to 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 behavior, actual or suspected fraud or violation of the company’s code of conduct or ethics policy;

(12) Acting within his 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.

 

  1. Manner of appointment:

 

(1) Appointment process of independent directors shall be independent of the company management; while selecting independent directors the Board shall ensure that there is appropriate balance of skills, experience and knowledge in the Board so as to enable the Board to discharge its functions and duties effectively.

(2) The appointment of independent director(s) of the company shall be approved at the meeting of the shareholders.

(3) The explanatory statement attached to the notice of the meeting for approving the appointment of independent director shall include a statement that in the opinion of the Board, the independent director proposed to be appointed fulfils the conditions specified in the Act and the rules made thereunder and that the proposed director is independent of the management.

(4) The appointment of independent directors shall be formalised through a letter of appointment, which shall set out :

(a) the term of appointment;

(b) the expectation of the Board from the appointed director; the Board-level committee(s) in which the director is expected to serve and its tasks;

(c) the fiduciary duties that come with such an appointment along with accompanying liabilities;

(d) provision for Directors and Officers (D and O) insurance, if any;

(e) the Code of Business Ethics that the company expects its directors and employees to follow;

(f) the list of actions that a director should not do while functioning as such in the company; and

 (g) the remuneration, mentioning periodic fees, reimbursement of expenses for participation in the Boards and other meetings and profit related commission, if any.

(5) The terms and conditions of appointment of independent directors shall be open for inspection at the registered office of the company by any member during normal business hours.

(6) The terms and conditions of appointment of independent directors shall also be posted on the company’s website.

 

  1. Re-appointment:

 

The re-appointment of independent director shall be on the basis of report of performance evaluation.

 

  1. Resignation or removal:

 

(1) The resignation or removal of an independent director shall be in the same manner as is provided in sections 168 and 169 of the Act.

(2) An independent director who resigns or is removed from the Board of the company shall be replaced by a new independent director within a period of not more than one hundred and eighty days from the date of such resignation or removal, as the case may be.

(3) Where the company fulfils the requirement of independent directors in its Board even without filling the vacancy created by such resignation or removal, as the case may be, the requirement of replacement by a new independent director shall not apply.

 

VII. Separate meetings:

 

(1) The independent directors of the company shall hold at least one meeting in a year, without the attendance of non-independent directors and members of management;

(2) All the independent directors of the company shall strive to be present at such meeting;

(3) The meeting shall:

 

(a) review the performance of non-independent directors and the Board as a  whole;

(b) review the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors;

(c) assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

 

VIII. Evaluation mechanism:

 

(1) The performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

(2) On the basis of the report of performance evaluation, it shall be determined whether to extend or continue the term of appointment of the independent director.

General

  1. This Code should also be read in conjunction with Company policies and procedures may be laid down from time to time and all concerned are required to comply with the same. This Code does not intend to replace or limit any other applicable requirements, nor is it suggested that any set of rules could be preferable to the basic notions of propriety and common sense by which all are expected to regularly operate and conduct themselves.
  2. Where a conflict, potential conflict or apparent conflict with the Code exists, that matter should be reported to the Compliance Officer who will initiate steps as may be necessary for appropriate resolution of the matter.
  3. This Code of Business Conduct shall also be placed on the website of the Company.

Annual Confirmation

 

The Directors and senior management personnel shall affirm in writing compliance with the Code on an annual basis to the Company Secretary of the Company. The Annual Report of the Company shall contain a declaration to this effect signed by the Managing Director of the Company

NO RIGHTS CREATED

This Code does not intend to nor does it create any kind of right in respect of any Director or Senior Executive, or any stakeholder including client, supplier, customer, shareholder, employee, or any other person or entity.

WAIVER

A waiver in respect of a Director or Senior Executive from any provision of this Code of Business Conduct shall require the explicit collective approval of the Board of Directors.

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