Code of Conduct

Code of conduct for Board Members and Senior Management Personnel

Introduction

The Board of Directors of Gloster Limited (Formerly Kettlewell Bullen & Co. Ltd.) have adopted the “Code of Conduct and Ethics” (herein after referred to as “The Code”) to help in maintaining the standards of business conduct for the Company and ensuring compliance with legal requirements. The object of “The Code” is to deter wrongdoing and promote ethical conduct. The matters covered in “The Code” are of utmost importance to the Company, its shareholders and its business associates. “The Code” is designed to assist in defining appropriate personal and professional conduct, to provide guidance in the identification and resolution of ethical issues, and to help the members of the Board and Senior Management Personnel of the Company to maintain the culture of honesty, integrity, transparency and accountability. Since no code or policy can anticipate every situation that may arise, “The Code” is intended to provide guidance for handling unforeseen situations which may arise. The Company is committed to continuously reviewing and updating “The Code” from time to time. Each Director and Senior Management Personnel of the Company must comply with the letter and spirit of “The Code”. For the purpose of “The Code”, ‘Senior Management Personnel' shall mean personnel of the Company who are members of its core management team one level below the Board of Directors including all functional heads.

Applicability of “The Code” to Directors and the senior management personnel of the company

“The Code” applies to the Board of Directors and Senior Management Personnel of the Company.

All Directors and Senior Management Personnel of the Company must respect and comply with all laws, rules and regulations of India and other countries in which the Company conducts its business. Violating the law must be avoided under all circumstances.

The Board Members and Senior Management Personnel shall conduct the Company’s business in an efficient and transparent manner. The Board Members and Senior Management Personnel shall not be involved in any activity that would have any adverse effect on the objectives of the Company or against national interest.

Each Director and Senior Management Personnel should endeavor to avoid any conflict of interests with the Company. A ‘conflict of interest' exists where the interests or benefits of one person or entity conflicts with the interests or benefits of the Company. The Directors and Senior Management Personnel must avoid situations involving actual or potential conflict of interest. Conflict of interest may also arise when a Director or Senior Management Personnel or members of his or her family or an organization with which the Director or Senior Management Personnel is affiliated, receives improper benefits as a result of the Director's or Senior Management Personnel's position.

Any situation that involves or may involve a conflict of interest must be promptly disclosed to the Company's Managing Director or Chairperson of the Audit Committee. Every Director shall inform the Company about the Committee positions he or she occupies in other Listed entities and notify changes as and when they take place.

Senior management shall make disclosures to the Board of Directors relating to all material, financial and commercial transactions, where they have personal interest that may have a potential conflict with the interest of the listed entity at large.

Every Director and Senior Management Personnel should endeavor to deal fairly with the Company's customers, suppliers, dealers, investors, competitors and employees. No Director or Senior Management Personnel of the Company should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practice. In addition to strict compliance with all legal aspects, all Directors and Senior Management Personnel are expected to observe the highest standards of business and personal ethics in the discharge of their assigned responsibilities.

The Directors and Senior Management Personnel of the Company shall not under any circumstances solicit, accept or agree to accept anything of value for the benefit of any person from anyone doing or seeking to do business with the Company that is perceived as intended, directly or indirectly, to influence any business decision. Invitations from business partners,especially suppliers may only be accepted if the occasion and the scope of the invitation are appropriate and if refusing the invitation is discourteous.

The Directors and Senior Management Personnel shall not exploit for their own personal gain opportunities that are discovered through the use of corporate property, information or position unless the opportunity is disclosed fully in writing to the Company's Board of Directors and the Board of Directors declines to pursue such opportunity. Directors and Senior Management Personnel are prohibited from (a) taking for themselves personally any opportunity that properly belongs to the Company or is discovered through the use of corporate property, information, or position; (b) using corporate property, information, or position for personal gain; and (c) competing with the Company. If any of the Directors or Senior Management Personnel reasonably believes that a contemplated transaction might be a corporate opportunity or a competitive transaction, the Director or the Senior Management Personnel should make full disclosure to the entire Board and seek its authorization to pursue such transaction.

The Company's confidential information is a valuable asset and includes product information, product plans and list of customers, dealers and employees and financial information. All confidential information must be used for Company business purpose only. Every Director and Senior Management Personnel must safeguard it. The Directors and Senior Management Personnel must maintain the confidentiality of the information entrusted to their knowledge by the Company or its customers and any other information which comes to them about the Company, except when disclosure is authorized or legally required. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company if disclosed.

All Directors and Senior Management Personnel at all levels should protect the Company's assets and ensure their efficient use. Theft, carelessness and waste have direct impact on the Company's profitability.

Directors and Senior Management Personnel should endeavor to ensure that the Company (a) encourages employees to talk to their superiors and other appropriate personnel when in doubt about the best course of action in a particular situation; (b) encourages employees to report violation of laws, rules, regulations or the Company's Code of Conduct and Ethics to appropriate personnel; (c) informs employees that the Company will not allow retaliation for reports made in good faith.

The Company shall promote ethical behavior in all the spheres of its business operations. The Employees are free to report existing / probable violations of laws, rules and regulations or unethical conduct in accordance with the Whistle Blower Policy. The Directors and the Senior Management Personnel shall not attempt to suppress / conceal any such view or reporting. The confidentiality of those reporting violations shall be protected and they shall not be subjected to any discriminatory practice.

The Independent Directors shall also comply with the Code of Conduct for Independent Directors (as amended from time to time) which is laid down in Schedule IV of the Companies Act, 2013.

With regard to the employment with the Company, the Executive Directors and Senior Management Personnel are expected to devote their full attention to the business interests of the Company. They are prohibited from engaging in any activity that interferes with their employment with the Company. They shall restrain from accepting simultaneous employment with suppliers, customers, developers or competitors of the Company, or from taking part in any activity that enhances or supports a competitor’s position. Additionally, they must disclose to the Company’s Board / Chairman / Managing Director, any interest that they have that may conflict with the business of the Company.

It is prohibited to trade in securities or to tip others to trade in securities of the Company on the basis of insider information before it is made available to the public and information about the event has been sufficiently disseminated in public to enable investors to evaluate it. ‘Insider information' means any information which is not in public knowledge and which can be used to influence an investor's decision to purchase, sell or keep a security. Insider trading rules should be strictly followed even in instances when the financial transactions seem small. To avoid the appearance that any Director or Senior Management Personnel is trading on inside information no Director or Senior Management Personnel directly or indirectly should engage in short sales or trade in puts, calls or other options on the securities of the Company. The purpose of this policy is both to inform of the legal responsibilities and to make clear to the Directors and Senior Management Personnel of the company that the misuse of sensitive information is contrary to Company policy and applicable Securities Regulation Laws of India.

To facilitate the achievement of the Company’s vision and business plans, it is necessary to communicate the policies, plans and accomplishments in the most effective manner through the media to investors, customers, existing and potential, other stakeholders and to the community at large. All statements made to the media on behalf of the Company should be true and fair. Only persons duly authorized by the Management are allowed to interact with media on specified subjects. Disclosure of any information other than statutory disclosures or those specifically authorized by the Management is prohibited. Disclosure of information on proceedings of Board meetings/Committee meetings/Internal meetings, and disclosure of forward-looking statements is prohibited. In case any such disclosure has to be made it has to be approved by the Management and shall be combined with cautionary statements, wherever required. Directors or Senior Management Personnel shall not disclose non-public information selectively to any particular group as it may lead to unfair advantage / discrimination.

Any Executive Director or Senior Management Personnel having any query regarding the best course of action in a particular situation should promptly contact the Compliance Officer for a suitable counseling. The discussion with the Compliance Officer may be concerned with the employee’s activities or activities of others and may involve apparent conflicts between such employee’s specifically assigned responsibility and the standards set in this code.

It is not intended that disciplinary action would be appropriate for every violation of the provisions of this Code. Whether a disciplinary action is appropriate or not and the extent of disciplinary action /penalty to be imposed, will depend on factors such as the seriousness of the violation, the intent behind any such violation, whether there has been a pattern of improper conduct and the effect of such improper conduct on employees, their morale & on the corporate governance system of the Company. Decision regarding whether or not disciplinary action is to be taken and the nature and extent thereof shall rest with the Board of Directors of the Company whose decision in this regard shall be final and binding.

The Board Members and Senior Management Personnel:

  1. shall at all times make an endeavor to attend such meetings /occasions including Board and Committee meetings as are required of the person for the benefit, growth and development of the Company
  2. shall dedicate sufficient time, energy and attention to the Company to ensure diligent performance and be aware of and seek to fulfill his or her duties and responsibilities
  3. shall not use abusive or offensive language at the workplace or any such location connected to official business
  4. shall not illegally withhold any property or documents of the Company and should ensure protection of the same at all times
  5. shall not knowingly suppress a material fact, which can be detrimental to the interest of the Company, from the appropriate authority/body
  6. shall not give any direction, which exposes to risk, the health and safety of any person
  7. shall not make any statement, verify any return or form, containing any particulars, knowing them to be false
  8. shall not fail to invite the attention of the appropriate authority/body in respect of matters affecting the Compa ny or arising out any material departure from the generally accepted principles of propriety

Each Director and Senior Management Personnel of the Company is expected to monitor his or her personal compliance with this Code. An Annual reaffirmation of compliance with this Code is required from all the Directors and Senior Management Personnel of the Company.

The Company Secretary of the Company shall be the Compliance Officer for the purpose of this Code.

This Code sets forth guidelines for conduct for the Board of Directors and Senior Management Personnel. It is not intended to and does not create any rights for any Director or Senior Management Personnel, o ther employees, clients, suppliers, customers, shareholders, or any other persons or entities related to the Company.

This Code is subject to continuous review and updation in line with any change in law, the Company’s policy, vision & plans or otherwise as the Board may deem necessary.

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