Code of Conduct

Trigyn Technologies Limited Code of Conduct
Directors and other Senior Management Officials
(Effective January 1, 2006)

Applicability:

Trigyn Technologies Limited (“the Company”) is committed to conduct its business affairs in accordance with the applicable statutes while percolating within optimum standard of business ethics at all levels, including the Board of Directors, which by far has a key role to play in the Company’s management with able assistance from other Senior Management Officials. The Board had laid down the Code of Conduct in terms of Clause 49 of the erstwhile Listing Agreement, in view of coming into force of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the said Code of Conduct will now be governed by Regulation 17(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) which made it mandatory for all listed companies to have a Code of Conduct in place that would be applicable to all Directors on the Board of Directors (“Board”) and Senior Management Officials of the Company. Accordingly, the Company endeavors to install such Code of Conduct effective from January 1, 2006 and amended from time to time. This Code of Conduct shall apply to the Directors on Board, both Whole-time and Independent / Non-Executive, and to Senior Managerial Officials of the Company. The ‘Senior Management’ Officials shall mean personnel of the Company (including personnel of key operating associate companies within the Trigyn Group) who are members of its core management team excluding Board of Directors, and also would comprise all members of management one level below the Whole-time Directors, including all Functional Heads. The Code of Conduct shall incorporate the duties of the Independent Directors as laid down in the Companies Act, 2013.

Parameters:

It is understood that the Directors on the Board and Senior Management Officials are required to act within the authority conferred upon them and in the best interest of the Company. The following shall be the parameters that would apply under this Code of Conduct and all concerned need to observe the same diligently and ensure compliance of the same.

  1. Act in a manner that ensures fairness, honesty and ethics in conduct of work without allowing independent judgment to be subordinated in fulfillment of fiduciary obligations.

  2. Refrain from involving in making any decision on a subject matter in which a conflict of interest arises or could arise, between the personal interest and the interest of the Company. In the event of apprehending of such conflict of interest, the relevant facts shall be disclosed in writing explaining the circumstances that create or could create the conflicts of interest to: (a) Board of Directors in case of Directors and (b) Chairman of the Board / Whole- time Director/ CEO in case of a Senior Management Official for further directions in the matter.

  3. Avoid conducting business with a Relative (as this term is defined below) or with a private company in which the relative is a member or a public limited company in which a relative holds 2% or more shares or equivalent voting rights or with a firm in which a relative is a partner, including any self interest in works or contract of the Company, other than in a professional capacity.

  4. Ensure that the Company is managed in the manner that protects the interests of the Shareholders and other Stakeholders while respecting their rights and privileges.

  5. Refrain from indulging in own personal gain, opportunities that are discovered through Company’s business, information or position, unless the opportunity is disclosed fully in writing to the Company’s Board of Directors and Chairman as the case may be.

  6. Not seek or accept or offer directly or indirectly any gifts, donations, remuneration, hospitability, illegal payments, favour in whatsoever from howsoever described by the customers, vendors, consultants, etc., that is perceived as intended, directly or indirectly, to influence any business decision, any act or failure to act, any commitment of fraud, opportunity for committing any fraud.

  7. Comply with all applicable laws, rules and regulations in force.

  8. Not serve as a Director of any other Company or as a Partner of a firm that competes with the Company, other than an associate of the Company.

  9. Make timely disclosures of (i) trading in the shares of the Company, (ii) transactions having personal interest and (iii) related party transactions that are required to be made under laws, rules & regulations in force and Code for prevention of Insider Trading in the securities of the Company.

  10. Keep confidential any information concerning the Company’s business, its customers, suppliers, etc, which is not in the public domain and to which the Board and Senior Management Officials have access or possesses such information unless authorized to do so or when disclosure is required as a matter of law.

  11. Safeguard the Company’s assets and resources, including employed personnel and ensure that there is no damage to the Company’s credentials due to conduct in public.

  12. Whole –time Directors and Senior Management Officials are expected to devote full attention to the business interest of the Company and shall not hold any positions or jobs or engage in outside businesses or other interests that adversely affect the performance of duties of the Company. The Independent / Non-Executive Directors are excluded from this requirement.

  13. Independent Directors are expected to abide by the following duties as provided under the Companies Act, 2013. The Executive / Non-Executive Directors/ Senior Management Officials are excluded from this requirement.
     
    1. Undertake appropriate induction and regularly update and refresh 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 we are a member;

    4. participate constructively and actively in the committees of the Board in which we are chairpersons or members;

    5. strive to attend the general meetings of the company;

    6. Where we 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. kept ourselves 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 ourselves 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 the 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.

Enforcement of Code of Conduct:

Every Director on Board and every Senior Management Official (including Company Secretary) shall be accountable for fully complying with this code. The Company Secretary of the Company in the capacity of the Compliance Officer under the Listing Regulations on knowledge of breach, if any, in this Code of Conduct shall report to the Board in case of any Director and to the Whole-time Director / CEO in case of Senior Management Official. All Board Members and Senior Management Officials shall be subject to any internal or external investigation of possible violations of this Code of Conduct and if found guilty to an appropriate action, disciplinary or otherwise as permitted by law.

Modification or Amendment:

This Code of Conduct shall be modified or amended to a suitable effect only by the Board of the Company.

Uploading on the Company Website:

As required by Regulation 46(2) (d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) this Code of Conduct and any amendments thereto shall be posted on the website of the Company for public display..

Affirmation of Compliance:

In terms of Regulation 17(5) of the Listing Regulations all Directors on Board and Senior Management Officials shall within 30 days of close of every financial year affirm compliance with this Code of Conduct to the Compliance Officer who shall place the same before the Board at the next Board Meeting and / or update the Whole-time Director / CEO as may be desired.

Acknowledgement:

All Directors on Board and Senior Management Officials shall acknowledge the receipt of this Code of Conduct by returning a copy of the same duly signed.

Relatives (As per the Companies Act, 2013 and rules made thereunder)

‘‘Relative’’, with reference to any person, means anyone who is related to another, if—
(i) they are members of a Hindu Undivided Family;
(ii) they are husband and wife; or
(iii) one person is related to the other in such manner as may be prescribed:

  1. Father:
    Provided that the term “Father” includes step-father.
  2. Mother:
    Provided that the term “Mother” includes the step-mother.
  3. Son:
    Provided that the term “Son” includes the step-son.
  4. Son’s wife.
  5. Daughter.
  6. Daughter’s husband.
  7. Brother:
    Provided that the term “Brother” includes the step-brother;
  8. Sister:
    Provided that the term “Sister” includes the step-sister.

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