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The Management

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Code of Conduct

Fair Practice Code

Code of Fair Disclosure of
Unpublished Price Sensitive
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Code of Conduct to
Regulate, Monitor and Report
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Registrar and Share Transfer Agents

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Mandate for NECS

Registration of E-mail ID

Updation of Address/Signature

Registration of Nominee(s) Name

Policy for Materiality of Events

Transfer of shares to IEPF

Composition of BOD and its Committees

Nomination & Remuneration Policy

Terms & Conditions of Appointment of Independent Director

Vigil Mechanism/ whistle Blower Policy

Disclosures under Regulation 46 of LODR

Company

Code of Conduct

Code of Conduct for Members of Board of Directors and Senior Management

This Code of Conduct (Code) applies to Directors of Gowra Leasing and Finance Limited (GLFL) and to the Senior Management of the Company i.e. one level below the Board . This Code for Board of Directors and Senior Management helps in maintaining and following the standards of business conduct of the Company. The purpose of the Code is to deter wrongdoing and promote ethical conduct in the Company. The matters covered in this Code are of the utmost importance to the Company, its stakeholders and business partners. Further, these are essential so that we can conduct our business in accordance with our stated values.

Fulfill functions of the office with integrity, professionalism, and exercise powers attached thereto in good faith and with due care and diligence, without the influence of personal interest.

The Board should act in the best interest of, and fulfill the fiduciary obligations to the Company’s shareholders, whilst also considering the interests of other stakeholders.

Ensure that the Company’s assets, proprietary confidential information and resources are used by the Company and its employees only for legitimate business purpose of the Company.

Minimise any situation or action that can create conflict of interests of the Company vis-à-vis personal interest or interests of associated persons and make adequate disclosures, where necessary.

The Senior Management shall have the primary responsibility for the implementation of internal controls to deter and detect fraud. The Company shall have zero tolerance for the commission or concealment of fraud or illegal acts.

The Senior Management will ensure that its dealings and relationships with business associates / customers are maintained in the best interest of the Company. Its relationship in regard to the Company work should be professional and commercially appropriate.

Seek to comply with all applicable laws, regulations, confidentiality obligations and corporate policies of the Company. Encourage reporting of a material violation of any laws, rules or regulations applicable to the Company or the operation of its business and ensure that the person reporting such violation is not aggrieved in any matter.

Comply with the terms of the Code of Conduct for Prohibition of Insider Trading approved by the Board of Directors and any other code that may be formulated from time to time, as applicable.

Conduct business in a responsible manner and commit or undertake :

›	Compliance with environmental laws, regulations and standards.
›	Encourage wise use of energy, and minimize any adverse impact on the environment.
›	Ensure health and safety measures for all the employees/workmen.

The Senior Management shall not, without the prior approval of the Management, accept part time employment or a position of responsibility (such as a consultant or a Director) with any other organization, for remuneration or otherwise.