AVANTI FEEDS LIMITED

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

Code of Conduct:

This Code of Conduct (the “Code”) is to deter wrongdoing and promote ethical conduct. The scope of area covered and matters mentioned in this Code are of the utmost importance to the company, shareholders, employees and all other associated or connected in any way with the company. Further the Code is essential to conduct the business in accordance with the ethical values.

Applicability

This Code of Conduct (the “Code”) is applicable to all the directors and members of the senior management of Avanti Feeds Limited and all its subsidiary companies whether listed or non-listed. Senior management means all Heads of Departments / Heads of Units and personnel of the company who are working one level below, the Chairman & Managing Director and Joint Managing Director.

Honest and ethical conduct

Ethical conduct includes the ethical handling of actual or apparent conflicts of interest between personal and professional relationships. Conflicts of interest will occur whenever the prospect of direct or indirect personal gain may influence or appear to influence the officers' judgment or actions while discharging the official duties.

Compliance with all Acts, Laws, Rules and Regulations

All directors and senior management officials must comply with all applicable governmental laws, rules and regulations. Violations of applicable laws, rules and regulations may subject directors, senior management officials to individual criminal or civil liability, as well as to disciplinary action by the company.

General

Duties of independent directors:

The independent directors appointed in pursuance of Sec.149 of the Companies Act, 2013, 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 up appropriate professional advise 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 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 adequate and functional vigil mechanism and to ensure that the interests of a person who uses such mechanism are not prejudicially affective on account of such use.

  • 11. Report concerns about unethical behaviour, actual or suspective fraude 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.

  • General

    Directors and senior managers shall ensure:

    • That they use the company's assets, properties and services for discharging their duties only or as per the terms of appointment.

    • That they are not induced for any personal benefits accruing/accrued directly/indirectly to them or their relatives or friends in the course of any transaction while representing the company which is intended or can be perceived as being given to gain favour for dealing with the company.

    • For security of all confidential information available to them in the course of discharging their duties.

    • That they are not engaged in any material business relationship or activity, which conflicts in discharging their duties towards the company.

    • That they declare information about their relatives viz. spouse, children and parents to the company.

    • That they uphold the self-esteem and dignity of each other by creating open culture conductive for expression of views and ideas irrespective of hierarchy.

    • That they prohibit insider trading on shares and securities of the company and also other companies particularly when in possession of "material non-public information."

    • That accurate business records and books of account are maintained with honest and factual transactions entered therein under various laws.

    • Compliance:

    • All the Board members and senior management personnel shall affirm compliance with the Code on annual basis. The Annual Report of the Company shall contain a declaration to this effect signed by Chairman & Managing Director.

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