FOR THE BOARD OF DIRECTORS & SENIOR MANAGEMENT

The members of the Board of Directors of H S INDIA LIMITED acknowledge and accept the scope and extent of their duties as Directors. They have a responsibility to carry out their duties in an honest and business like manner and within the scope of their authority, as set forth in the laws of India as well as in the Memorandum and Articles of Association of the Company. They are entrusted with and are responsible for the oversight of the assets and business affairs of H S INDIA LIMITED in an honest, fair, diligent and ethical manner. As Directors, they must act within the bounds of the authority conferred upon them and with the duty to make and enact informed decisions and policies in the best interests of the Company. The Board of Directors has adopted the following Code of Conduct and the Directors and senior managers are expected to adhere to the standards of care, loyalty, good faith and the avoidance of conflicts of interest that follow.

Code of Conduct

Board Members and senior managers will:

  1. Act in the best interests of, and fulfill their fiduciary obligations to the Company.
  2. Act honestly, fairly, ethically and with integrity.
  3. Conduct themselves in a professional, courteous and respectful manner and not take improper advantage of their position.
  4. Deal fairly with all stakeholders.
  5. Comply with all applicable laws, rules and regulations.
  6. Act in good faith, responsibly, with due care, competence and diligence, without allowing their independent judgment to be subordinated.
  7. Not use the Company’s property or position for personal gain.
  8. Not accept from or give to stakeholders any gifts or other benefits not customary in normal social intercourse.
  9. Not use any information or opportunity received by them in their capacity as Directors or senior management in a manner that would be detrimental to the Company’s interests.
  10. Act in a manner to enhance and maintain the reputation of the Company.
  11. Disclose any personal interest that they may have regarding any matters that may come before the Board and abstain from discussion, voting or otherwise influencing a decision on any matter in which the concerned Director has or may have such an interest.
  12. Abstain from discussion, voting or otherwise influencing a decision on any matters that may come before the board in which they may have a conflict or potential conflict of interest.
  13. Respect the confidentiality of information relating to the affairs of the Company acquired in the course of their service as Directors or senior management, except when authorized or legally required to disclose such information.
  14. Not use confidential information acquired in the course of their service as Directors or senior management for their personal advantage or for the advantage of any other entity.
  15. Help, create and maintain a culture of high ethical standards and commitment to compliance.
  16. Not utilize internet connections or accounts of the company for personal use, including using the company’s e-mail account for non-company mail. Any officer in possession of the company’s access passwords for the internet or the internal network shall use solely for the purposes intended and shall not disclose the same to any unauthorized person nor to any person who may misuse the same, nor shall they use access password belonging to any other person.
  17. Make efforts to extend support to community welfare, health and education.
  18. Make available to and share with fellow directors information as may be appropriate to ensure proper conduct and sound operations of the Company and its Board of Directors.
  19. Not take place any discrimination on the grounds of race, cast, religion, marital status or gender amongst the employees and all stakeholders of the Company.
  20. Provide a healthy work environment and shall conform to environmental laws and shall endeavor to prevent wastage of natural resources in the course of conduct of business.
  21. Make reasonable efforts to attend Board and Committee meetings regularly.
  22. Not to associate himself with any competing organization either as director or in an advisory capacity, without the approval of the Board.
  23. Ensure compliance with the SEBI (Prohibition of Insider Trading) Regulations, 1992 and also other Regulations as may become applicable from time to time.
  24. Mention and help the Company in maintaining the highest degree of Corporate Governance Practice.

A Director or senior manager who has concerns regarding compliance with this Code should raise those concerns with the Chairman of the Board and the Chairman of the Audit Committee, who will determine what action, shall be taken to deal with the concern. In the extremely unlikely event that a waiver of this Code for a Director would be in the best interest of the Company, it must be approved by the Audit Committee and the Board of Directors.

There may be situations in which a Director would be in breach of his duty of confidentiality to another entity were he to disclose a conflict of interest to the Board of the Company. In such a situation, it shall be sufficient for the Director concerned to abstain from any participation in the matter concerned, without disclosing the nature of the conflict.

Directors and senior managers will annually sign a confirmation that they have read, have complied with and will continue to comply with this Code.