Code of Conduct For Directors & Employees

This Code of Conduct for the Board of Directors and the Senior Management Personnel (hereinafter referred to as "the Code") has been framed and adopted by Mohit Industries Limited (hereinafter referred to as "the Company or MOHIT") in compliance with the provisions of Clause 49 (revised) of the Listing Agreement entered into by the Company with the Stock Exchanges.

This Code is intended to provide guidance to the Board of Directors and Senior Management Personnel to manage the affairs of the company in an ethical manner. The purpose of this code is to recognize and emphasis upon the ethical behaviour and to develop a culture of honesty and accountability. This Code of Conduct attempts to set forth the guiding principles on which the Company and its Board and Senior Management shall operate and conduct themselves with multitudinous stakeholders, government and regulatory agencies, media and anyone else with whom it is connected.

The Code was revised by Board of directors and come into force with effect from 1st October, 2014.

In this Code, unless repugnant to the meaning or context thereof, the following expressions, wherever used in this Code, shall have the meaning as defined below:

   a) "Board/Directors" shall mean the Board of Directors of the Company.

   b) “Company" shall mean Mohit Industries Limited (MOHIT)

   c) “Conflict of Interest” means where the interests or benefits of one person or entity conflicts with the interests or benefits of the Company.

   d) “Executive Directors/Whole time Directors" shall mean and include Company’s Managing Director and Directors who are in whole time employment of the Company.

   e) “Independent Directors” shall mean an Independent Director as per the provisions of the Companies Act, 2013 and Listing agreement (as revised from time to time)

   f) “Non - Executive Directors" shall mean the Directors who are not in whole time employment of the Company.

   g) “Senior Management Personnel” shall mean personnel of the company who are members of its core management team excluding Board of Directors. Normally, this shall comprise all members of management one level below the Executive Directors, including all functional heads and all employees at Manger Position and above.

This Code shall be applicable and binding to the Board of Directors and the Senior Management Personnel of the Company.

The Directors and Senior Management Personnel should continue to comply with other applicable / to be applicable policies, rules and procedures of the Company.

The Board of Directors and the Senior Management Personnel of the Company shall act within the authority conferred upon them, in the best interests of the Company and observe the following:

a. Honest and Ethical conduct
    The Board of Directors and the Senior Management Personnel shall act honestly, ethically, in good faith and in the best interest of the Company and to fulfill their fiduciary obligations. Whilst carrying out the duties, the Board of Directors and the Senior Management Personnel shall ensure that it is executed in terms of the authorizations granted and within the limits prescribed under the relevant policies, codes, guidelines and other directives issued by the Board of Directors or Committee of Directors of the Company, from time to time.

b. Professionalism
    The Board of Directors and the Senior Management Personnel shall conduct themselves in a professional, courteous and respectful manner and shall not take any improper advantage of their position.

c. Loyalty in employment
    In consideration of employment with the Company, Executives to devote their full attention to the business interests of the Company. Officers are prohibited from engaging in any activity that interferes with their performance or responsibility to the Company or is otherwise in conflict with or prejudicial to the Company.

d. Gifts and Donations
    The Board of Directors and the Senior Management Personnel shall neither receive nor offer or make, directly or indirectly, any illegal payments, remuneration, gifts, donations or comparable benefits which are intended to or perceived to obtain business or uncompetitive favours for the conduct of its business except accepting a gift or entertainment if warranted by the accepted ethical customs and practices.

e. Compliance with law
    The Board of Directors and the Senior Management Personnel shall ensure compliance of various legal/regulatory requirements as applicable to the business of the Company and endeavour that before any directions are given or decisions taken, relevant legal/regulatory requirements are taken into account.

f. Whistle Blower Policy
    The Board of Directors and the Senior Management Personnel shall report concerns about unethical behaviour, actual or suspected instances of fraud, misconduct or irregularity or failure of internal control system, likely to impact the business interest of the Company or any other information that may be perceived to be violating any legal/regulatory requirements as per the Whistle-blower Policy of the Company

g. Other Directorships
    The Company feels that serving on the Boards of other direct competitor companies may raise substantial concerns about potential conflict or interest. All Officers must report / disclose their relationship with other companies to the Board and as and when there is a change therein.

h. Insider Trading
    The Board of Directors and the Senior Management Personnel shall comply with all laws, rules, and regulations governing trading in the shares of the Company and the Company’s Code of Conduct for Prevention of Insider Trading in dealing with the securities of the Company which, inter-alia, prohibits buying or selling of the Company’s securities on the basis of any unpublished price sensitive information and prohibits disclosure of such information to any other person (including relatives) where such information may be used by such person for his or her personal benefit or gain.

i. Related Party Transaction
    Any transaction falling under the definition of related party transactions as per the provisions of the Companies Act, 2013 and the Listing Agreement and as detailed in the Related Party Transaction Policy of the Company must be entered into by the Director or the Senior Management Personnel only after obtaining prior approval of the Board or any Committee thereof.

j. Conflict of interest
    The Board of Directors and the Senior Management Personnel shall not enter into any transaction which is or may likely to have a conflict with the interest of the Company and shall not engage any of its relative(s), or any other person or entity, for the purposes of circumventing the personal interest involved.

    The Board of Directors and the Senior Management Personnel shall not take up any position or engagement that may be prejudicial to the interest of the Company.

    The Directors disclosure of Interest under Section 184 of the companies Act, 2014 shall be treated as sufficient compliance under this clause.

k. Equal opportunities within the Company

    The Board of Directors and the Senior Management Personnel shall refrain from indulging in any discriminatory practice or behaviour based on race, colour, sex, age, religion, ethnic or national origin, disability or any other unlawful basis. The ethical conduct, performance and skills shall be the qualifying indicatives for an employee’s performance.

l. Health, safety and environment
    The Board of Directors and the Senior Management Personnel shall strive to provide a safe and healthy working environment, both within the organization and as part of the society and comply, in the conduct of its business affairs, with all regulations regarding the preservation of the environment of the territory the Company operates in.

m. Use of the MOHIT brand
    The Board of Directors and the Senior Management Personnel shall manage the use of the “MOHIT” Copy Right, Trademark and brand in the authorized manner and in the best interest of the Company.

n. Protection of Assets
    The Board of Directors and the Senior Management Personnel shall use the Company’s assets, property, proprietary information and intellectual rights for business purposes of the Company and not for any personal benefits or gains

o. Confidentiality
    The Board of Directors and the Senior Management Personnel shall maintain confidentiality of the information that is entrusted upon them for carrying on their respective responsibilities and duties and shall not use the same for personal benefits or gains.

p. Reporting concerns
    The Board of Directors and the Senior Management Personnel shall promptly report to the management any actual or possible violation of this Code, or an event he or she becomes aware of that could affect the business or reputation of his/her or company.

The Companies Act, 2013 significantly specifies certain duties and responsibilities of the Directors of the Company. While the list of duties as per the provisions of the Act has been enumerated below, it should however, by no means be considered to be exhaustive:

    a. The Directors shall devote sufficient time and attention to professional obligations for informed and balanced decision making.

    b. The Directors shall act in accordance with the articles of association of the company and in good faith in order to promote the objects of the company for the benefit of its members as a whole, and in the best interests of the company, its employees, the shareholders, and the community and for the protection of environment.

    c. The Directors shall have a clear understanding of the aims and objectives, capabilities and capacity and various policies of the Company.

    d. The Directors shall exercise their duties with due and reasonable care, skill and diligence.

    e. The Directors shall be required to intimate the change in the directorships held within thirty days of such change.

    f. The Directors shall bring an independent judgment to bear on the Board’s deliberations especially on issues of strategy, performance, risk management, resources, key appointments and standard of conduct and an objective view in the evaluation of the performance of the Board and the Management.

    g. A director of a company shall not assign his office and any assignment so made shall be void.

    h. The Directors shall ensure that the integrity of financial information and that financial control and the systems of risk management are robust and defensible.

    i. The Directors shall seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice.

    j. The Directors shall strive to attend and participate constructively & actively, in all general meetings, meetings of the Board and its committees of which they are Chairman or member.

    k. The Directors shall ensure that adequate deliberations are held before approving related party transactions and shall assure themselves that the same are in the best interest of the company.

A guide to professional conduct for Independent Directors is separately specified under the Companies Act, 2013, in Schedule IV – “Code for Independent Directors”, which lays down the guidelines of professional conduct for Independent Directors, their role & duties, along with appointment/reappointment process, evaluation mechanism and requirement for separate meetings of Independent Directors, which is appended as Annexure I to this Code.

The provisions of this Code can be amended or modified by the Board of Directors from time to time and all such amendments/modifications shall take effect from the date stated therein.

The Company Secretary shall act as a Compliance Officer and shall monitor compliances with the Chairman and Managing Director of the Company.

All the Board Members and the Senior Management Personnel shall affirm compliance with this Code within 30 days from the close of every financial year. Report shall be forwarded to the Compliance Officer of the Company.

This Code and any amendments thereto shall be published / posted on the website of the Company
i.e.  www.mohitindustries.com

The Company will take appropriate action against any Officer whose actions are found to violate the code or any other policy of the Company. Disciplinary action may include immediate termination of employment at the Company’s sole discretion. In case the Company has suffered any losses, it may pursue for recovery of such losses against the individuals or entities responsible.

The Code of Conduct is a statement of certain fundamental principles, ethics, values, policies and procedure that govern the Officers of the Company in the conduct of the Company’s business. It is not intended to and does not create any rights in any way in clients, suppliers, shareholders and any other person or entity.