The members of the Board of Directors of India Home Loan Limited acknowledge and accept the scope and extent of their duties as Directors as enumerated under the Listing Agreement and The Companies Act, 2013.
The Board have a responsibility to carry out their duties in an honest and businesslike 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 read with cl. 49 of the Listing Agreement, SEBI ACT , 1992 and Companies Act, 2013. They are entrusted with and are responsible for the oversight of the assets and business affairs of M/s. India Home Loan Ltd. in an honest, fair, diligent and ethical manner and act as a trust to the Stakeholders irrespective of the percentage of promoters Holdings.
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.
2. CODE OF CONDUCT
This Code is intended to focus the Board and each director and Senior Management on areas of ethical risk and to provide guidance to help them to recognize and deal with ethical issues, mechanisms to report unethical conduct and help to foster a culture of honesty and accountability. Each director and Senior Management personnel must comply with the letter and spirit of this Code.
Directors and Senior Management must avoid any conflicts of interest between them and the Company. Any situation that involves, or may reasonably be expected to involve, a conflict of interest with the Company, should be disclosed promptly to the Chairman of the Audit Committee and audit committee in due course to the Board.
The Board and the Audit Committee as per the procedure laid down under the companies Act, 2013 and cl. 49 of the Listing Agreement, comply before carrying out any activities.
2.1. CONFLICT OF INTEREST
- A “conflict of interest” can occur when:
- A director’s personal interest is adverse to – or may appear to be adverse to – the interests of the Company as a whole.
- A director, a senior management personnel or a member of his or her immediate family, as defined in the Companies Act, 2013 receives improper personal benefits as a result of his or her position as a director of the Company, or takes actions or has interests that may make it difficult perform his or her work for the Company objectively and effectively.
2.2. CORPORATE OPPORTUNITIES
- Directors and Senior Management personal and their family members are prohibited from:
- Taking for themselves personally or companies in which they are related, affiliated those opportunities that are discovered. , made available, invented through the use of Company property, Company assets, Company position, Company information or their position as a Director or Senior Management personnel;
- Using the Company’s property or information or their position as a Director or Senior Management personnel for personal gain; or
- Competing with the Company for business opportunities. However, if the Company’s disinterested directors determine that the Company will not pursue an opportunity that relates to the Company’s business, a Director or Senior Management personnel may then do so after proper and prior disclosure to the Audit Committee.
Directors and Senior Management personal must maintain the confidentiality of information entrusted to them by the Company and any other confidential information about the Company that comes to them, from whatever source, in their capacity as a Directors and Senior Management personal, except when disclosure is authorized or legally mandated. For purposes of this Code, “confidential information” includes all non-public information relating to the Company.
2.4 COMPLIANCE WITH LAWS, RULES AND REGULATIONS; FAIR DEALING
- Directors and Senior Management personal must comply, and oversee compliance by other employees, officers, with laws, rules and regulations applicable to the Company, including SEBI Insider Trading Regulation, Listing Agreement and Companies Act, 2013 .
- Directors and Senior Management personal must deal fairly, and must oversee fair dealing by employees and officers, with the Company’s customers, suppliers, competitors , stake holders, bankers and employees.
2.5 ENCOURAGING THE REPORTING OF ANY ILLEGAL OR UNETHICAL BEHAVIOR
Directors and Senior Management personal should promote ethical behavior and take steps to ensure the Company:
a. Encourages employees to talk to supervisors, managers and other appropriate personnel when in doubt about the best course of action in a particular situation;
b. Encourages employees to report violations of laws, rules, regulations or the Company’s Code of Conduct to appropriate personnel; and
c. Informs employees that the Company will not allow retaliation for reports made in good faith.
2.6 COMPLIANCE STANDARDS
Directors and Senior Management personal should communicate any suspected violations of this Code promptly to the Chairman of the Audit Committee. Violations will be investigated by the Audit Committee or by persons designated by the Board, and appropriate action will be taken in the event of any violations of the Code.
2.7 WAIVER OF CODE OF BUSINESS CONDUCT AND ETHICS
Any waiver of this Code may be made only by the Board or Audit Committee and the same must be promptly disclosed to the Company’s Board and shareholders.
3. BOARD MEMBERS AND SENIOR MANAGERS WILL:
- act in the best interests of, and fulfill their fiduciary obligations to the Company as per their functional relationship with the company;
- act honestly, fairly, ethically and with integrity so that the image of the Company and as an individual set an example;
- conduct themselves in a professional, courteous and respectful manner and not take improper advantage of their position;
- will deal fairly with all stakeholders and their interest as a trustee;
- comply with all applicable laws, rules and regulations so that not only all timely preventive action could be initiated but also timely compliance and dissemination of information help the progress of the company and the Industry as a whole;
- act in good faith, responsibly, with due care, competence and diligence, without allowing their independent judgment to be subordinated. Wherever required without any waiting seek competent legal and professional advises ;
- not use the Company’s property or position for personal gain. Try to avoid all related party transactions where there will be conflict of interest ;
- will not accept from or give to stakeholders gifts or other benefits not customery in normal social intercourse;
- 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 and aginst the terms of non-disclosure and non-compete agreement;
- act in a manner to enhance and maintain the reputation of the Company ;
- 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;
- 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;
- 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;
- 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;
- help create and maintain a culture of high ethical standards and commitment to compliance;
A Directors and Senior Management personal 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/Members of Senior Management would be in breach of his/her duty of confidentiality to another entity were he/she to disclose a conflict of interest to the Board/Audit Committee of the Company. In such a situation, it shall be sufficient for the Director/Members of Senior Management concerned to abstain from any participation in the matter concerned, without disclosing the nature of the conflict.
For this purpose “Senior Management” shall mean members of management Two level below the Managing director irrespective of designations and shall include all functional heads.
CODE OF CONDUCT FOR NON-EXECUTIVE DIRECTORS AND INDEPENDENT DIRECTORS
(Pursuant to clause 49(II)(E) of the Listing Agreement and Companies Act, 2013 )
A. NON-EXECUTIVE DIRECTORS OF THE COMPANY WILL :
i. Always act in the interest of the Company and ensure that any other business or personal association, which they may have, does not involve any conflict of interest with the operations of the Company and his/her role therein.
ii. Comply with all applicable laws and regulations of all the relevant regulatory and other authorities as may be applicable to such Directors in their individual capacities.
iii. Safeguard the confidentiality of all information received by them by virtue of their position.
iv. Pursuant to Section 166 of the Companies Act, 2013 all Directors of the Company, shall ensure compliance with the following statutory duties:
a. To act in accordance with the Articles of Association of the Company;
b. To act in good faith in order to promote the objects of the company for the benefits of its members as a whole, and in the best interest of the company, its employees, the shareholders, the community and for the protection of the planet;
c. To exercise the duties with due and reasonable care, skill and diligence and shall exercise independent and professional judgment;
d. To not active or attempt to active any undue gain or advantage either himself or to his relatives, partners or associates and if such director is found guilt of making any undue gain, he shall be liable to pay an amount equal to that gain to the Company;
e. To not assign his/her office and assignment so made shall be void.
B. INDEPENDNET DIRECTORS OF THE COMPANY WILL:
IN ADDITION to the above duties and pursuant to clause 49(II) (E) of the Listing Agreement, all Independent Directors shall adhere to the following duties as prescribed under Schedule IV of the Companies Act, 2013:
(1) uphold ethical standards of integrity and probity;
(2) act objectively and constructively while exercising his duties;
(3) exercise his responsibilities in a bonafide 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 ehis 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 to 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.
C. ROLE AND FUNCTIONS OF INDEPENDENT DIRECTOR :
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 controls and the systems of risk management are robust and defensible;
(5) safe guard 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, institutions of conflict between management and shareholder’s interest.
D. INDEPENDENT DIRECTOR’S 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 meeting so 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.
NOTE : An independent director shall be held liable, only in respect of such acts of omission or commission by a company which had occurred with his knowledge, attributable through Board processes, and with his consent or connivance or where he had not acted diligently with respect of the provisions contained in the Listing Agreement.