WHISTLE BLOWER POLICY AND VIGIL MECHANISM POLICY

OBJECTIVE:

QMS Medical Allied Services Limited (the Company) believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. The Company is committed to develop a culture where it is safe for the Directors and Employees to raise concerns regarding poor or unacceptable practices any any kind of unethical behavior or misconduct. In this regard, the Company has adopted “The Code of Conduct” (The Code”). The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects Directors/ Employees wishing to raise a concern about serious irregularities within the Company. The Policy neither releases Directors/Employees from their duty of confidentiality in the course of their work, nor is it a route for taking grievance about a personal situation.

SCOPE:

This policy shall be applicable to all Employees of the Company. The Policy has been drawn up so that Directors/Employees can be confident about raising a concern. The areas of concern covered by this Policy are summarized in this Policy.

DEFINITIONS:

  1. “Audit Committee” Audit Committee means Audit Committee constituted by the Board of Directors of the Company in accordance with section 177 of the Companies Act, 2013 read with the rules thereon and read with SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015.
  2. "Code" means the "Code of Conduct".
  3. "Employee" means any director or any person on the rolls including those on deputation, contract, temporary, probationer, apprentice, trainee, part time employees / workers, full time consultants, holding permanent, honorary, ad hoc, voluntary or short term positions.
  4. “Protected Disclosure” means any communication made in good faith that discloses or demonstrates information that may evidence unethical or improper activity.
  5. “Reportable Matter” General malpractice - such as immoral, illegal or unethical conduct; Fraud, bribery or corruption, environmental issues, criminal activities, wastage/misappropriation of Company funds/assets, misleading or falsification of financial or other records, accounting or auditing matters, a clear abuse of authority or any other unethical conduct affecting Company's interest / image.
  6. “Subject” Means a person against or in relation to whom a Protected Disclosure has been made or evidence gathered during the course of an investigation.
  7. “Whistleblower” A Whistleblower is an employee who raises a concern about any wrongdoing, event or information about an actual, suspected or anticipated Reportable Matter. The Whistle blower is not expected to prove the truth of the allegation; but she/he needs to demonstrate sufficient grounds for concern and good faith.

GUIDING PRINCIPLES

    This Policy ensures that:

  1. The Whistle Blower and/or the person processing the Protected Disclosure is not Victimized for doing so;
  2. Treat victimization as a serious matter including initiating disciplinary action on such person/(s);
  3. Ensure complete confidentiality;
  4. Not attempt to conceal evidence of the Protected Disclosure;
  5. Take disciplinary action, if any one destroys or conceals evidence;
  6. Protected Disclosure made/to be made;
  7. Provide an opportunity of being heard to the persons involved especially to the Subject.

The purpose of Whistle Blower Policy is to allow the Directors and employees to raise concerns about unacceptable improper practices and/or any unethical practices and/or other genuine concerns being followed in the organization without the employees being necessarily required to inform their superiors and to create awareness amongst employees to report instances of leak of unpublished price sensitive information.

This Policy is intended to check that whenever any unacceptable/improper practice and/or any unethical practice and/or any instances of leak of unpublished price sensitive information and/ or any other genuine concern is reported by a Director or an employee, proper action is taken to check such practice/wrong doing and the concerned Director or employee is protected / safeguarded against any adverse action and/or any discrimination and/or victimization for such reporting.

COVERAGE OF POLICY

    The Policy covers malpractices and events which have taken place/suspected to take place involving:

  1. Abuse of authority
  2. Negligence causing substantial and specific danger to public health and safety
  3. Manipulation of company data/records
  4. Not attempt to conceal evidence of the Protected Disclosure;
  5. Financial irregularities, including fraud, or suspected fraud
  6. Criminal offence
  7. Pilferage of confidential/propriety information
  8. Deliberate violation of law/regulation
  9. Wastage/misappropriation of company funds/assets
  10. Breach of employee Code of Conduct or Rules
  11. Any other unethical, biased, favored, imprudent event

ELIGIBILITY

All employees and directors of the Company are eligible to make Protected Disclosures under the Policy in relation to matters concerning the Company.

DISQUALIFICATIONS

A Reportable Matter should not be confused with a grievance related to employment / superior - subordinate relationship / relationship with peers. Protection under this Policy would not mean protection from disciplinary action arising out of false or bogus allegations made by a Whistle Blower knowing it to be false or bogus or with a mala fide intention. Any abuse of this protection will warrant disciplinary action.

REPORTING MECHANISMS

  1. All Protected Disclosures concerning financial/accounting matters should be addressed to the Chairman of the Audit Committee of the Company for the purpose of investigation.
  2. In respect of Protected Disclosures concerning the Top Management of the Company, then such matter shall be addressed to the Chairperson of the Audit Committee of the Company and those concerning with the other employees of the Company shall be addressed to the Chairman of the Company.
  3. Protected Disclosure should be preferably addressed/reported to the Competent Authority, as soon as possible but not later than 30 consecutive days after becoming aware of the same.
  4. The Protected Disclosure/Complaint should be in typed or hand written in English, Hindi and should provide a clear understanding of the improper activity involved or issue/concern raised. The reporting should be factual and not speculative in nature. It must contain as much relevant information as possible to allow for preliminary review and proper assessment.
  5. The Protected Disclosure should be forwarded under a covering letter attached to a letter bearing the identity of the Whistle Blower/complainant i.e. his/her Name, Employee Number and Location, and should be inserted in an envelope which should be closed/secured/sealed. The envelope thus secured/sealed should be addressed to the Competent Authority and should be mentioned as "Protected Disclosure". (If the envelope is not closed/sealed/secured, it will not be possible to provide protection to the whistle blower as specified under this policy).
  6. If a protected disclosure is received by any executive of the Company other than Chairman of Audit Committee or the Competent Authority as defined under this Policy, the same should be forwarded to the respective Competent Authority or the Chairman of the Audit Committee for further appropriate action. Appropriate care must be taken to keep the identity of the Whistleblower confidential.
  7. While it will be ensured that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment as herein set out, any abuse of this protection will warrant disciplinary action.
  8. Protection under this Policy would not mean protection from disciplinary action arising out of false or bogus allegations made by a Whistle Blower knowing it to be false or bogus or with a mala fide intention.
  9. Whistle Blowers, who make any Protected Disclosures, which have been subsequently found to be mala fide, frivolous or malicious, shall be liable to be prosecuted under Company's Code of Conduct.
  10. If initial enquiries by the Competent Authority indicate that the concern has no basis, or it is not a matter to be investigation pursued under this Policy, it may be dismissed at this stage and the decision is documented.
  11. Where initial enquiries indicate that further investigation is necessary, this will be carried through either by the Competent Authority alone, or by a Whistle Officer/Committee nominated by the Competent Authority for this purpose. The investigation would be conducted in a fair manner, as a neutral fact-finding process and without presumption of guilt. A written report of the findings would be made.

  12. Name of the Whistle Blower shall not be disclosed to the Whistle Officer/Committee.
  13. The Competent Authority/Whistle Officer/Committee shall:
    1. Make a detailed written record of the Protected Disclosure. The record will include:
    2. Facts of the matter;
    3. Whether the same Protected Disclosure was raised previously by anyone, and if so, the outcome thereof;
    4. Whether any Protected Disclosure was raised previously against the same Subject;
    5. The financial/ otherwise loss which has been incurred / would have been incurred by the Company.
    6. Findings of Competent Authority/Whistle Officer/Committee;
    7. The recommendations of the Competent Authority / Whistle Officer / Committee on disciplinary / other action/(s).
  14. The identity of a Subject will be kept confidential to the extent possible till the legitimate needs of law and the investigation.
  15. Subjects will normally be informed of the allegations at the outset of a formal investigation and have opportunities for providing their inputs during the investigation.
  16. Subjects shall have a duty to co-operate with the Competent Authority during investigation process to the extent that such co-operation will not compromise self- incrimination protections available under the applicable laws.
  17. Subjects have a responsibility not to interfere with the investigation process. Evidence shall not be withheld, destroyed or tampered with, and witnesses shall not be influenced, threatened or intimidated by the Subjects.
  18. Unless there are compelling reasons not to do so, Subjects will be given the opportunity to respond to material findings contained in an investigation report. No allegation of wrongdoing against a Subject shall be considered as maintainable unless there is good evidence in support of the allegation.
  19. The Whistle Officer/Committee shall finalise and submit the report to the Competent Authority within such time frame as duly communicated by Competent Authority considering the seriousness of the matter.
  20. On submission of report, the Whistle Officer /Committee shall discuss the matter with Competent Authority who shall either:
    1. (i) In case the Protected Disclosure is proved, accept the findings of the Whistle Officer /Committee and take such Disciplinary Action as he may think fit and take preventive measures to avoid reoccurrence of the matter;
    2. (ii) In case the Protected Disclosure is not proved, extinguish the matter;
  21. OR

    Depending upon the seriousness of the matter, Competent Authority may refer the matter to the Audit Committee of Directors with proposed disciplinary action/counter measures. In case the Audit Committee thinks that the matter is too serious, it can further place the matter before the Board with its recommendations. The Board may decide the matter as it deems fit.

  22. In exceptional cases, where the Whistle Blower is not satisfied with the outcome of the investigation and the decision, he/she can make a direct appeal to the Chairman of the Audit Committee.

DOCUMENTATION

The members of the Audit Committee shall maintain documentation of all complaints or reports, subject to this Policy. The documentation shall include any written submissions provided by the complainant, any other Company documents identified in the complaint or by the Company as relevant to the complaint, a summary of the date and manner in which the complaint was received by the Company and any response by the Company to the complainant. All such documentation shall be retained by the Company for a minimum of five (5) years from the date of receipt of the complaint or as required by law, whichever is higher.
  1. Confidentiality
  2. Whistle-blower protections are provided in two important areas - confidentiality and against retaliation. In so far as possible, the confidentiality of the Whistle-blower will be maintained. However, identity may have to be disclosed to conduct a thorough investigation, to comply with the law and to provide accused individuals their legal rights of defense. Any other Employee assisting in the said investigation shall also be protected to the same extent as the Whistleblower.

  3. Protection
  4. If any Employee believes that he/she is being subjected to discrimination, retaliation or harassment for having made a report under this Policy, he/she must immediately report those facts to his/her supervisor, manager or point of contact. Any other Employee assisting in the said investigation shall also be protected to the same extent as the Whistleblower.

MODIFICATION OF THE POLICY

The Company may modify this policy unilaterally at any time without notice. Any change or revision will be communicated appropriately.

REVISION OF POLICY

Management reserves the right to revise this policy at any time and in any manner without notice. Any amendment to the Policy shall be notified by the Company. Any change or revision will be communicated appropriately.

VIOLATION

The Company expects total compliance of this policy, violation, if any will be subject to disciplinary action including termination or such other action as the Board of Directors or the company management thinks fit.

POLICY FOR PRESERVATION OF DOCUMENTS AND ARCHIVAL OF DOCUMENTS

INTRODUCTION

This policy is primarily framed based on Regulation 9 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “Listing Regulations”) and related applicable provisions as mentioned in Companies Act, 2013. Archival Policy as referred to in Regulation 30 (8) of the Listing Regulations forms part of this Policy. This policy is intended to ensure compliance particularly with the Listing Regulations and the applicable provisions of Companies Act, 2013.

PURPOSE OF THE POLICY

Regulation 9 of the Listing Regulations mandates that a listed entity shall have a policy for preservation of documents, approved by its board of directors, classifying them in at least two categories as follows- Documents whose preservation shall be permanent in nature; Documents with a preservation period of not less than eight years after completion of the relevant transactions. Provided that the Company may keep documents specified in clauses (a) and (b) in electronic mode. Further Regulation 30 (8) of the Listing Regulations also refers to an archival policy as per which all events or information which has been disclosed to stock exchange(s) under regulation 30 shall be hosted on the website of the Company for a minimum period of five years and thereafter as per the archival policy of the company, as disclosed on its website. Besides the above, as per applicable provisions of Companies Act, 2013 certain documents must be preserved permanently or up to a certain prescribed time. Accordingly, this policy has been framed keeping in view particularly the requirements of Listing Regulations and the provisions of Companies Act, 2013

Policy

PRESERVATION OF DOCUMENTS WITH SPECIFIC REFERENCE TO THE COMPANIES ACT, 2013 AND SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

PRINCIPLE OF RESPONSIBILITY OF EMPLOYEES FOR PRESERVATION OF DOCUMENTS

All the Employees on the permanent rolls of the Company are responsible for taking into account the potential impacts on preservation of the documents in their work area and their decision to retain/preserve or destroy documents pertaining to their area.

SUSPENSION OF RECORD DISPOSAL IN THE EVENT OF LITIGATION OR CLAIMS

In case the Company is served with any notice for request of documents or any employee becomes aware of a governmental investigation or audit concerning the Company or commencement of any litigation against the Company, any further disposal of documents connected with the matter shall be suspended until such time the investigation / litigation ends.

STATUTORY REQUIREMENTS

If as per any other law of land, a physical or electronic record should be preserved for a longer period than what has been stipulated in this policy, then the document shall be preserved as per the applicable statutory stipulations.

PERIODICAL REVIEW OF THE POLICY

The Board of Directors of the Company is authorised to periodically review the policy and make such changes as considered necessary from time to time.

QMS MEDICAL ALLIED SERVICES LIMITED

CODE FOR INDEPENDENT DIRECTORS SCHEDULE IV

The Code is a guide to professional conduct for independent directors. Adherence to these standards by independent directors and fulfillment of their responsibilities in a professional and faithful manner will promote confidence of the investment community, particularly minority shareholders, regulators and companies in the institution of independent directors.

Guidelines of professional conduct:

    An independent director shall:

  1. uphold ethical standards of integrity and probity;
  2. act objectively and constructively while exercising his duties;
  3. exercise his responsibilities in a bona fide 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 his 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 of 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.

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 meetings of 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.
  14. This Code of conduct is subject to modification. The Board of Directors has requisite powers and authority to update and amend the code of conduct from time to time

“QMS- CODE OF CONDUCT” FOR DIRECTORS AND SENIOR MANAGEMENT PERSONNEL"

Introduction

The purpose of this Code of Conduct (hereinafter referred to as “Code” or “QMS – Code of Conduct”) is to conduct the business of the Company in accordance with the applicable laws, rules, and regulations and with the highest standard of ethics and values. The matters covered in this Code are of utmost importance to the Company, shareholders and other stakeholders. This Code shall come into force with immediate effect. Each and every Director and Officer (as defined herein below) shall be duty-bound to follow the provisions of this Code in letter and spirit. Any instance of non-compliance of any of the provisions shall be a breach of ethical conduct and shall be viewed seriously by the Company. Accordingly, the Director and Officer (as defined herein below) are expected to read and understand this Code and uphold these standards in their business dealings and activities. This model code of conduct for Directors and Senior Management personnel is a guide to help Directors on the Board & Senior Management team of the company to live up to the companies ethical standards.

APPLICABILITY

    This Code of Conduct applies to the following:

  1. All Members of the Board of Directors of the Company; (hereinafter referred to as the “Directors”)
  2. Following Personnel’s / Senior Manager Personnel’s of the Company
    1. Chief Executive Officer;
    2. Company Secretary / Compliance Officer;
    3. Head of Finance function (by whatever designation called);
    4. All Departmental/Functional heads of different functions of the Company. (By whatever designation they are called, hereinafter referred to as “Officers”)
    5. All members of management one level below the executive directors.
    6. Nothing in this Code, in any company policies and procedures, or in other related communications (verbal or written), creates or implies an employment contract or term of employment.

Directors and Officers should sign the acknowledgment form at the end of this Code and return the form to the HR department indicating that they have received, read and understood, and agree to comply with the Code. Directors and Officers will be asked to sign an acknowledgment at the commencement of each financial year indicating their continued understanding of the Code.

PURPOSE

The prime purpose of the Code of Conduct is to create an environment where all the Directors and Officers of the Company maintain an ethical standard and compliance to the ethical standards that are laid down. This code of conduct will act as guideline to all to:

  1. Promote honest and ethical conduct.
  2. Maintain a corporate climate in which the integrity and dignity of each individual is valued and promoted.
  3. Assure compliance with laws, rules and regulations that govern the Company's business activities;
  4. Assure the proper use of the Company’s assets.

This Code does not specifically address every potential form of unacceptable conduct, and it is expected that the Directors and Officers of the Company will exercise good judgment in compliance with the principles set out in this Code. The Directors and Officers of the Company have a duty to avoid any circumstance that would violate the letter or spirit of this Code.

GUIDELINES

This Code does not specifically address every potential form of unacceptable conduct, and it is expected that the Directors and Officers of the Company will exercise good judgment in compliance with the principles set out in this Code. The Directors and Officers of the Company have a duty to avoid any circumstance that would violate the letter or spirit of this Code.

  • Comply with all applicable laws, rules, regulations, confidentiality obligations and other corporate policies of the Company.
  • Follow all policies, procedures and internal control systems of the Company.
  • Act honestly, in good faith and in the best interest of the Company.

HONEST AND INTEGRITY

We expect all the Directors and Officers to act in accordance with the highest standards of personal and professional integrity, honesty and ethical conduct, while working at the Company’s premises, at offsite locations, at Company’s sponsored business and social events, and/or at any other place where the Director and Officer represent the Company. We consider honest conduct to be conduct that is free from fraud and/or deception. We consider ethical conduct to be conduct conforming to the accepted professional standards of conduct. Ethical conduct includes ethical handling of actual or apparent conflicts of interest as specified below between personal and professional relationships.

CONFLICT OF INTEREST

General Guidance

The Directors and senior management personnel are expected to avoid and disclose any activity or association that creates or appears to create a conflict between the personal interests and the Company’s business interests. A conflict of interest exists where the interests or benefits of one person or entity conflict with the interests or benefits of the Company. Relationships with prospective or existing clients, syndicates, associates, advisors, competitors or regulators must not affect the independent and sound judgment on behalf of the Company. General guidelines to better understand several of the most common examples of situations that may cause a conflict of interest are listed below. Directors & the senior management personnel are required to disclose to the Board any situation that may be, or appear to be, a conflict of interest. When in doubt, disclosure is the best way out.

  1. Related parties
  2. As a general rule, Director and Officer before conducting Company business with a relative and/or with a business in which a relative is associated in any significant role, must disclose their interest before the Board of Directors of the Company and take their prior approval for the same.

  3. Outside Employment
  4. Executives Directors and Senior Management personnel shall not work for or receive payments for services from any clients, syndicates, associates, advisors, competitors of the Company without approval of the Board. Any outside activity must be strictly separated from the company’s employment and should not harm job performance at the company. The Executive Directors and the Senior Management personnel shall devote themselves exclusively to the business of the Company and shall not accept any other work or assignment (part‐time or otherwise).

  5. Board Memberships
  6. Acceptance of directorship on the board of other companies, which compete, with the Company amounts to conflict of interest. Helping the community by serving on Boards of non‐profit or welfare organizations is encouraged, and does not require prior approval.

  7. Gifts (Gifts are not always physical objects - they might also be services, favors or other items of value.)
  8. The Directors and Senior Management personnel shall not accept lavish gifts or gratuities or any offer, payment, promise to pay, or authorization to pay any money, or anything of value that could be interpreted to adversely affect business decisions or likely to compromise their personal or professional integrity. Gift items of nominal value, such as small promotional items bearing another company’s name, business meals, gifts received because of personal relationships and not because of official position, mementos received because of attending a widely held gatherings as panelist / speaker and other customary gifts are allowed. Gifts on behalf of the Company ‐ Some business situations call for giving gifts. These gifts shall be legal, reasonable. Directors and senior Management personnel shall not pay bribes.

  9. Investments
  10. Directors and Senior Management personnel may not allow their investments to influence, or appear to influence, their independent judgment on behalf of the Company. This could happen in many ways, but it is most likely to create the appearance of a conflict of interest if a Director or Senior Manager has a significant investment in a competitor, supplier, customer, or distributor and his decisions may have a business impact on this outside party.

  11. Diversion of Business:
  12. Directors and Senior Management personnel shall not divert business opportunities of the Company, by exploiting for their own personal gain. However the Directors and Senior Management personnel can pursue such business opportunities once they are fully disclosed to the company and the company declines to pursue such opportunities.

  13. Use of Company’s assets:
  14. The assets of the Company shall be used for legitimate business purposes and shall not be used for personal purposes. Incidental personal use, if reasonable, does not amount to violation of the code.

  15. Corporate opportunities:
  16. Director and Officer shall not exploit for their own personal gain, opportunities that are discovered through the use of Company property, information or position, unless the opportunity is first disclosed in writing to the Company’s Board of Directors.

  17. Others:
  18. It would be impracticable to attempt to list all possible conflict of interest situations and it is possible that other such situations, which are not enumerated above, may arise. All such situations, which arise any questions or doubts, may please be brought to the notice of the Board for appropriate decision. Every Director and Officer who is required to make a disclosure as mentioned above shall do so, in writing, to his or her immediate superior, who shall forward the information along with comments to the person designated for this purpose by the MD/CEO, who in turn will place it before the MD/CEO and/or the Board of Directors/executive committee appointed by the Board and, upon a decision being taken in the matter, the employee concerned will be required to take necessary action as advised to resolve/avoid the conflict. If a Director or Officer fails to make a disclosure as required herein, and the management of its own accord becomes aware of an instance of conflict of interest that ought to have been disclosed by the employee, the management shall take a serious view of the matter and consider suitable disciplinary action against the employee.

  19. INSIDER TRADING
  20. Directors and Officers should observe all applicable laws and regulations including the Company policies and Codes as applicable to them with respect to the purchase and sale of the Company’s securities. The Directors or Officers of a Company and his or her immediate family shall not derive any benefit or assist others to derive any benefit from access to and possession of Price Sensitive information about the Company or the Group. An employee of a company shall not use or proliferate price sensitive information which is not available to the investing public and for making or giving advice on investment decisions on the securities of the Company on which such Price Sensitive information has been obtained. Such Price Sensitive information shall include (but not limiting) the following:

    1. Acquisition and divestiture of businesses or business units;
    2. Financial Information such as profits, earnings and dividends;
    3. Announcement of new projects or developments;
    4. Asset revaluations;
    5. Investment decisions/plans including raising finances;
    6. Restructuring plans;
    7. Major MOUs and JV Agreements;

CONFIDENTIAL INFORMATION

The Directors and Senior Management Personnel should maintain confidentiality of information entrusted to them in carrying out their duties and responsibilities. The matters discussed at the Board/Committee Meetings must not be disclosed outside appropriate and reasonable circles. The Company’s confidential and proprietary information shall not be inappropriately disclosed or used for the personal gain or advantage of any Director. These obligations apply not only during a Director’s term, but thereafter as well unless said information becomes public.

FAIR DEALING

The Directors and Senior Management Personnel should endeavor to deal fairly and not seek to take unfair advantage of the Company through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing.

LEGAL COMPLIANCE

The Directors and Senior Management personnel shall acquire appropriate knowledge of the legal requirements relating to their duties sufficient to enable them to perform their obligations diligently. The Directors and Senior Management personnel shall also comply with the internal policies and procedures of the Company to the extent applicable to them including but not limited to compliance with Prohibition of Insider trading policy of the company. Violations of applicable governmental laws, rules and regulations may subject Director and Officer to individual criminal and/or civil liability. Such individual violations may also subject the Company to civil and/or criminal liability and/ or the loss of business.

DUTIES OF DIRECTORS

Every Director of the Company shall endeavour to comply with the provisions of Section 166 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, relating to the duties of directors. In addition, Independent Directors shall also perform the duties as prescribed in Schedule IV to the Companies Act, 2013, as amended from time to time.

DISCLOSURES

Company’s policy is to provide full, fair, accurate, timely and understandable disclosure in reports and documents that Company file with, or submit to, the stock exchange, SEBI and/or any other government agency and in all other public communications made by the Company. Company’s Directors and Officers have the general responsibility for preparing such filings and communications and shall ensure that the same shall conform to all applicable laws and regulations.

ACCOUNTING AND REPORTING

All the Directors and Officers of the Company are expected to follow the Company’s Accounting Policies. All accounting records should accurately reflect and describe corporate transactions. The recordation of such data must not be falsified or altered in any way to conceal or distort assets, liabilities, revenues, expenses or the nature of the activity. All public disclosures made by the Company, including disclosures in reports and documents filed with or submitted to the Statutory Authorities shall be accurate and complete in all material respects. All the Directors & Officers are expected to carefully consider all inquiries from the Company related to the disclosure requirements and promptly supply complete and accurate responses.

NON-COMPLIANCE

Suspected violations of this Code may be reported to the Chairman of the Board or the Chairman of the Audit Committee. All reported violations shall be appropriately investigated. Any waiver of this Code must be approved by the Board of Directors and publicly disclosed if required by any applicable law or regulation

AMENDMENT TO THE CODE

We are committed to continuously reviewing and updating our policies and procedures to meet the requirements of any relevant statute or the business interest of the Company. Therefore, this Code is subject to modification. Any amendment or waiver of any provision of this Code shall be approved in writing by the Company’s Board of Directors and promptly disclosed on the Company’s website and in applicable regulatory filings pursuant to applicable laws and regulations, together with details about the nature of amendment or waiver.

AFFIRMATION TO THE CODE

Every members of board of directors and senior management personnel shall provide in writing affirmation on annual basis affirming compliance with the provisions of this Code as per “Annexure I” within 7 days of closure of every financial year. Every members of board of directors and senior management personnel shall provide in writing affirmation on appointment to board of directors or senior management personnel as per “Annexure II”.

QMS MEDICAL ALLIED SERVICES LIMITED

POLICY ON DISCLOSURE OF MATERIALITY OF EVENTS / INFORMATION

[In terms of Regulation 30 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015]

Statutory Mandate

The Board of Directors (the “Board”) of QMS Medical Allied Services Limited (the “Company”/ “QMS”) has adopted the following policy and procedures with regard to disclosure of material events which are necessary to be disclosed to the stock exchanges based on criteria as may be deemed necessary and has been adopted as part of this policy. The Board may review and amend this policy from time to time. This Policy will be applicable to the Company with effect from the date of approval of Board of Directors in terms of Regulation 30 of Chapter IV of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR”).

Policy Objective and Scope

To determine the events and information which in the opinion of the Board are Material and needs to be disclosed to the Stock Exchanges. The purpose of this document is to present a high level policy statement for QMS regarding disclosure of material events / information in accordance with the provisions of LODR. The policy intends to define QMS’s policy on disclosure of events / information and to provide guidance to the Board of Directors, KMPs and other executives and staff working in QMS in making decisions and undertakings and its responsibility about making public such events / information which may materially affect the performance of the company and thereby the share price of the Company. The policy is framed for the purpose of systematic identification, categorization, review, disclosure and updating of website, the details of information / events which are considered material or which may have a bearing on the performance of the Company and which may materially affect the share price of the company. All the Words and expressions used in this Policy, unless defined hereinafter, shall have meaning respectively assigned to them under LODR and in the absence of its definition or explanation therein, as per the Companies Act, 2013 and the Rules, Notifications and Circulars made/issued there under and as amended from time to time.

Definitions

“Audit Committee or Committee” means Audit Committee constituted by the Board of Directors of the Company, from time to time under the provisions of SEBI (LODR) Regulations, 2015, and / or the Companies Act, 2013. “Board of Directors or Board” means the Board of Directors of QMS Medical Allied Services Limited, as constituted from time to time. “Company” means a Company incorporated under the Companies Act, 2013 or under any other act prior to or after Companies Act, 2013. “Independent Director” means an independent director as defined in Sub section 47 of Section 2 of Companies Act 2013. “Policy” means Policy on Disclosure of Material Events / information. “Material Events” are those that are specified in Para A of Part A of Schedule III of the LODR. “Other Events” are those as may be decided by the Board from time to time and in accordance with Para B of Part A of Schedule III, as specified in sub-regulation (4) of LODR. “LODR” means the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended “Key Managerial Personnel” (KMP) of the Company means an key managerial personnel as defined in Sub section 51 of Section 2 of Companies Act 2013.

Policy

Either based on the recommendation of the Audit Committee or Directors on suo-moto, the Board of Directors of the Company shall determine the events which are classified under different categories to be material and / or other events having a bearing on the performance of the Company and on the share price of the Company, which needs to be disclosed to the stock exchanges as per the time span specified against each category.

CATEGORY A

Events considered Material in view of the Board of Directors which needs to be disclosed to the stock exchanges within 24 hours of the decision taken at the Board Meeting are:

  1. Acquisition(s) (including agreement to acquire), Scheme of Arrangement (amalgamation/ merger/ demerger/restructuring), or sale or disposal of any unit(s), division(s) or subsidiary of the listed entity or any other restructuring.
  2. Explanation - For the purpose of this sub-para, the word 'acquisition' shall mean,-

    1. Acquiring control, whether directly or indirectly; or,
    2. Acquiring or agreeing to acquire shares or voting rights in, a company, whether directly or indirectly, such that -
      1. The listed entity holds shares or voting rights aggregating to five per cent or more of the shares or voting rights in the said company, or;
      2. There has been a change in holding from the last disclosure made under sub-clause (a) of clause (ii) of the Explanation to this sub-para and such change exceeds two per cent of the total shareholding or voting rights in the said company.
  3. Issuance or forfeiture of securities, split or consolidation of shares, buyback of securities, any restriction on transferability of securities or alteration in terms or structure of existing securities including forfeiture, reissue of forfeited securities, alteration of calls, redemption of securities etc.
  4. Revision in Rating(s).
  5. Outcome of Meetings of the board of directors: The listed entity shall disclose to the Exchange(s), within 30 minutes of the closure of the meeting, held to consider the following:
    1. dividends and/or cash bonuses recommended or declared or the decision to pass any dividend and the date on which dividend shall be paid/dispatched;
    2. any cancellation of dividend with reasons thereof;
    3. the decision on buyback of securities;
    4. the decision with respect to fund raising proposed to be undertaken
    5. increase in capital by issue of bonus shares through capitalization including the date on which such bonus shares shall be credited/dispatched;
    6. reissue of forfeited shares or securities, or the issue of shares or securities held in reserve for future issue or the creation in any form or manner of new shares or securities or any other rights, privileges or benefits to subscribe to;
    7. short particulars of any other alterations of capital, including calls;
    8. financial results;
    9. Decision on voluntary delisting by the listed entity from stock exchange(s).
  6. Agreements (viz. shareholder agreement(s), joint venture agreement(s), family settlement agreement(s) (to the extent that it impacts management and control of the listed entity), agreement(s)/treaty (ies)/contract(s) with media companies) which are binding and not in normal course of business, revision(s) or amendment(s) and termination(s) thereof.
  7. Fraud/defaults by promoter or key managerial personnel or by listed entity or arrest of key managerial personnel or promoter.
  8. Change in directors, key managerial personnel (Managing Director, Chief Executive Officer, Chief Financial Officer , Company Secretary etc.), Auditor and Compliance Officer.
  9. Appointment or discontinuation of share transfer agent.
  10. Corporate debt restructuring.
  11. One time settlement with a bank.
  12. Reference to BIFR and winding-up petition filed by any party / creditors.
  13. Issuance of Notices, call letters, resolutions and circulars sent to shareholders, debenture holders or creditors or any class of them or advertised in the media by the listed entity.
  14. Proceedings of Annual and extraordinary general meetings of the listed entity.
  15. Amendments to memorandum and articles of association of listed entity, in brief.
  16. Schedule of Analyst or institutional investor meet and presentations on financial results made by the listed entity to analysts or institutional investors;

Note: If the Management is not in a position to inform the stock exchange within 24 hours of the decision taken at the Board Meeting, then it shall inform the stock exchange as soon as it is possible with an explanation as to the reason for delay in disclosing the said information.

CATEGORY B

Events which shall be disclosed upon application of the guidelines for materiality referred in sub-clause (4) of Regulation (30)/Miscellaneous Events / Decisions not considered Material in view of the Board of Directors, which however, needs to be disclosed to the stock exchanges as soon as possible when the necessary information is ready to be publicised which are:

  1. Commencement or postponement of the date of commercial production or operation of any unit / division.
  2. Change in the general character or nature of business brought about by arrangements for strategic, technical manufacturing or marketing tie-up, new line of business or closure of operations of any unit / division.
  3. Capacity addition or new product launch.
  4. Awarding, bagging/receiving, amendment or termination of awarded/bagged orders/contracts not in the normal course of business.
  5. Agreements for loan or agreement(s) which are binding and not in the normal course of business and revision(s) or amendment(s) or termination(s) thereof .
  6. Disruption of operation of any one or more units due to natural calamity (earthquake, flood, fire etc.), force majeure, or events such as strikes, lockouts etc..
  7. Effect(s) arising out of change in regulatory framework applicable to the listed entity.
  8. Litigation(s) / dispute(s) / regulatory action(s) with impact.
  9. Fraud/Defaults etc. By directors (other than Key Managerial Personnel) or employees of the listed entity.
  10. Options to purchase securities including ESOP/ESPS scheme.
  11. Giving of guarantees or indemnity or becoming a surety for any third party.
  12. Granting, withdrawal, surrender, cancellation or suspension of key licenses or regulatory approvals.
  13. Emergence of new technologies,
    • Expiry of patents.
    • Change in accounting policy.
    • Any other information that may be deemed necessary jointly and severally by the
  14. KMPs of the Company who would consider that it is necessary for the holders of the securities of the listed entity to appraise its position and to avoid the establishment of a false market.

  15. The Board may in its discretion also authorise the KMPs to disclose such events, information or material that in its wisdom may be necessary for the Members of the exchange to know the information.
  16. The Management shall periodically bring to the attention of the Board of Directors of the Company, all information, events or materials which in its opinion has to be brought to the attention of the Members of the Stock Exchanges.

Criteria for disclosure of events / information mentioned in Category B above:

  1. The omission of an event or information which would likely to result in discontinuity or alteration of event or information already made available publicly or
  2. The omission of an event or information is likely to result in significant market reaction if the said omission came to light at a later date;
  3. In case where the criteria of an event / information does not fall in the categories mentioned above, but still in the opinion of the board of directors considered material.

Authority for determination of Materiality of events / information

The Key Managerial Personnel (KMPs) consisting of the Managing / Whole-time Director, Chief Financial Officer and the Company Secretary are hereby jointly and severally authorised to determine whether the event / information is material or not and in turn about its time line for disclosure based on the category of information as specified above to the stock exchanges, subject to such information being placed prior to or at the immediate Board Meeting held after the said information being made public.

Website Updating / Update to stock exchanges

The Company shall update all disclosures made under the regulations to the stock exchanges in its website and shall be continued to be hosted in the website for a minimum period of five years and thereafter archived as per the document retention policy of the Company. The Compliance Officer, of the Company, shall give updates to the Board of Directors and to the Stock Exchanges on any material event that may have been first informed to the stock exchanges including further developments, if any, on such events. Such updates shall also be hosted on the website of the Company.

Disaster Preparedness

QMS maintains a Business Continuity Plan (BCP) designed to ensure safety of staff as well as members of the general public, safeguard the documents and records pertaining to all material / non-material events and information which would enable to return to normal operations with minimal disruption. Detailed procedures for responding to an incident are part of the BCP. In the event of major incident, the first priority is the safety of the people, followed by immediate action to rescue or prevent further damage to the records. Depending on the immediate threat, emergency response and recovery actions will take priority over all other Company activities. The Company has made appropriate provision for the backup of its digital collections. The backup copies are actively maintained to ensure their continued viability. The Company’s BCP ensures that the digital collections and technical infrastructure required to manage and access them can be restored in the event of an emergency.

Authorisation to KMPs to suo moto accept / deny reported event or information

The Key Managerial Personnel (KMPs) consisting of the Managing / Whole-time Director, Chief Financial Officer and the Company Secretary are hereby jointly and severally authorised to suo moto accept / deny any report event or information, which has been unauthorised made public by media or by any other means including but not limited to electronic means. They are further authorised to respond to the rumours amongst the general public, which has no basis or documentation, in a way which best protects the interests of the Company. Such action taken by the KMPs shall however, be brought to the attention of the Board of Directors at its immediately subsequent meeting.

Compliance Officer

The Compliance Officer for the Purpose of complying with the provisions of LODR shall be the Company Secretary of the Company.

Policy Review

This policy shall be subject to review as may be deemed necessary and to comply with any regulatory amendments or statutory modifications and subject to the necessary approvals of the Board of Directors.

Board’s Approval

This policy was approved by the Board of Directors at its meeting held on the date of approval of Board of Directors.

Queries Raised By the Stock Exchange:

The Company shall provide specific and adequate reply to all queries raised by stock exchange with respect to any events or information. Provided that the stock exchange shall disseminate information and clarification as soon as reasonably practicable. The Company may on its own initiative also, confirm or deny any reported event or information to stock exchange.

Other Disclosures:

In case where an event occurs or an information is available with the Company, which has not been indicated in Clause A or Clause B above, but which may have material effect on it, the Company is required to make adequate disclosures in regard thereof.

Amendments :

The Board reserves the right to amend or modify this Policy in whole or in part, at any point of time.

TERMS AND CONDITIONS OF APPOINTMENT OF INDEPENDENT DIRECTORS

The terms and conditions of appointment of Independent Directors are subject to the extent provisions of the (i) applicable laws, including the Companies Act, 2013 (‘2013 Act’) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR”) and (ii) Articles of Association of the Company.

The broad terms and conditions of their appointments as Independent Directors of the Company are reproduced hereunder:

APPOINTMENT

The appointment will be for the period mentioned against their respective names (“Term”). The Company may disengage Independent Directors prior to completion of the term subject to compliance of relevant provisions of the 2013 Act. As Independent Directors, they will not be liable to retire by rotation. Reappointment at the end of the Term shall be based on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the Board and the shareholders. The reappointment would be considered by the Board based on the outcome of the performance evaluation process and the directors continuing to meet the independence criteria. The directors may be requested to be a member / Chairman of any one or more Committees of the Board which may be constituted from time to time.

ROLE, DUTIES AND RESPONSIBILITIES

  1. As members of the Board, they along with the other Directors will be collectively responsible for meeting the objectives of the Board which include:
    1. Requirements under the Companies Act, 2013
    2. Accountability under the Director’s Responsibility Statement.
  2. They shall abide by the ‘Code for Independent Directors’ as outlined in Schedule IV to section 149(8) of the 2013 Act, and duties of directors as provided in the 2013 Act (including Section 166).
  3. They are particularly requested to provide guidance in their area of expertise.

TIME COMMITMENT

They agree to devote such time as is prudent and necessary for the proper performance of their role, duties and responsibilities as an Independent Director.

REMUNERATION

As Independent Directors, they shall be paid sitting fees for attending the meetings of the Board and the Committees of which they are members. The sitting fees for attending each meeting of the Board and its Committees would be as determined by the Board from time to time. In addition to the sitting fees, commission that may be determined by the Board may also be payable to them. In determining the amount of this commission, the Board supported by the Nomination and Remuneration Committee may consider performance of the Company and their performance as evaluated by the Board. Further, the Company may pay or reimburse to the Director such expenditure, as may have been incurred by them while performing their role as an Independent Director of the Company. This could include reimbursement of expenditure incurred by them for accommodation, travel and any out of pocket expenses for attending Board/ Committee meetings, General Meetings, court convened meetings, meetings with shareholders/creditors/management, site visits, induction and training (organized by the Company for Directors) and in obtaining, subject to the expense being reasonable, professional advice from independent advisors in the furtherance of their duties as Independent Directors.

TRAINING AND DEVELOPMENT

The Company may conduct formal training program for its Independent Directors. The Company may, as may be required, support Directors to continually update their skills and knowledge and improve their familiarity with the company and its business. The Company will fund/arrange for training on all matters which are common to the whole Board.

PERFORMANCE APPRAISAL / EVALUATION PROCESS

As members of the Board, their performance as well as the performance of the entire Board and its Committees will be evaluated annually. Evaluation of each director shall be done by all the other directors. The criteria for evaluation shall be disclosed in the Company’s Annual Report. However, the actual evaluation process shall remain confidential and shall be a constructive mechanism to improve the effectiveness of the Board / Committee.

DISCLOSURES, OTHER DIRECTORSHIPS AND BUSINESS INTERESTS

During the Term, they agree to promptly notify the Company of any change in their directorships, and provide such other disclosures and information as may be required under the applicable laws. They also agree that upon becoming aware of any potential conflict of interest with their position as Independent Directors of the Company, they shall promptly disclose the same to the Chairman and the Company Secretary. During their Term, they agree to promptly provide a declaration under Section 149(7) of the 2013 Act, upon any change in circumstances which may affect their status as an Independent Director.

CHANGES OF PERSONAL DETAILS

During the Term, they shall promptly intimate the Company Secretary and the Registrar of Companies in the prescribed manner, of any change in address or other contact and personal details provided to the Company.

DISENGAGEMENT

They may resign from the directorship of the Company by giving a notice in writing to the Company stating the reasons for resignation. The resignation shall take effect from the date on which the notice is received by the Company or the date, if any, specified by them in the notice, whichever is later. Their directorship on the Board of the Company shall cease in accordance with law. The Company may disengage Independent Directors prior to completion of Term (subject to compliance of relevant provisions of the 2013 Act) upon the director failing to meet the criteria for independence as envisaged in Section 149(6) of the 2013 Act.

NOMINATION AND REMUNERATION POLICY AND BOARD DIVERSITY POLICY

INTRODUCTION

The Securities and Exchange Board of India (SEBI), on September 2, 2015, notified the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”). As per Regulation 19(4) of the Regulations and Section 178 of the Companies Act, 2013 and rules framed thereunder along with any amendments thereto, QMS Medical Allied Services Limited (the “Company”) has adopted a policy namely “Nomination & Remuneration and Board Diversity Policy”. The Company has formulated the Policy to lay down a procedure to determine the qualifications, attributes and independence of Directors and recommend matter related to the remuneration of Directors, KMP and all other employees Objective and purpose of the policy

    The objectives and purpose of this policy are:
  1. - To formulate the criteria for determining qualifications, competencies, positive attributes and independence for appointment of a Director (Executive / Non‐ Executive) and recommend to the Board policies relating to the remuneration of the Directors, Key Managerial Personnel and other employees;
  2. - To formulate the criteria for evaluation of performance of all the Directors on the Board;
  3. - To devise a policy on Board diversity; and
  4. - To lay out remuneration principles for employees linked to their effort, performance and achievement relating to the Company’s goals.

CONSTITUTION OF THE NOMINATION AND REMUNERATION COMMITTEE

The ‘Nomination and Remuneration Committee’ was reconstituted pursuant to Section 178 of the Companies Act, 2013 by the Board in its meeting held on August 27, 2020.

DEFINITIONS

“Act” shall mean the Companies Act, 2013, rules framed thereunder and any amendments thereto.

“Board” means Board of Directors of the Company.

“Directors” means Directors of the Company.

“Committee” means Nomination and Remuneration Committee of the Company as constituted or reconstituted by the Board, in accordance with the Act, and applicable regulations.

“Company” means QMS Medical Allied Services Limited

“Independent Director” means a Director referred to in Section 149(6) of the Act.

“Key Managerial Personnel (KMP)” shall mean “Key Managerial Personnel” as defined in sub-section (51) of Section 2 of the Act.

“Senior Management” mean personnel of the Company who are members of its core management team excluding Board of Directors comprising all members of management one level below the Executive Directors, including the functional heads.

Unless the context otherwise requires, words and expressions used in this policy and not defined herein but defined in the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as may be amended from time to time shall have the meaning respectively assigned to them therein.

GENERAL

  1. Part – A covers the matters to be dealt with and recommended by the Committee to the Board;
  2. Part – B covers the appointment and nomination;
  3. Part – C covers remuneration and perquisites etc.; and
  4. Part – D covers board diversity and familiarization.

Part – A

Matters to be dealt with, perused and recommended to the Board by the Nomination and Remuneration Committee The following matters shall be dealt by the Committee: ‐

  1. Size and composition of the Board: Periodically reviewing the size and composition of the Board to ensure that it is structured to make appropriate decisions, with a variety of perspectives and skills, in the best interests of the Company as a whole;
  2. Directors: Formulate 3 circumstances warrant the appointment of a new Director, having regard to the range of skills, experience and expertise, on the Board and who will best complement the Board;
  3. Succession plans: Establishing and reviewing Board and senior executive succession plans in order to ensure and maintain an appropriate balance of skills, experience and expertise on the Board and Senior Management;
  4. Evaluation of performance: Make recommendations to the Board on appropriate performance criteria for the Directors as and when required. Formulate the criteria and framework for evaluation of performance of every Director on the Board of the Company. Identify training and education programs for the Board to ensure that Non- Executive Directors are provided with adequate information regarding the options of the business, the industry and their legal responsibilities and duties.
  5. Board diversity: The Committee is to assist the Board in ensuring Board nomination process with the diversity of gender, thought, experience, knowledge and perspective in the Board, in accordance with the Board Diversity policy which is as under: The Committee is responsible for reviewing and assessing the composition and performance of the Board, as well as identifying appropriately qualified persons to occupy Board positions. While all appointments to the Board will continue to be made on merit, the Committee will consider the benefits of diversity (including but not limited to the attributes listed above) in identifying and recommending persons for Board membership, as well as in evaluating the Board and its individual members. Further, the Committee will ensure that no person is discriminated against on grounds of religion, race, gender, pregnancy, childbirth or related medical conditions, national origin or ancestry, marital status, age, sexual orientation, or any other personal or physical attribute which does not speak to such person’s ability to perform as a Board member. Accordingly, the Committee shall: • assess the appropriate mix of diversity, skills, experience and expertise required on the Board and assess the extent to which the required skills are represented on the Board, 4 • make recommendations to the Board in relation to appointments, and maintain an appropriate mix of diversity, skills, experience and expertise on the Board, and • periodically review and report to the Board requirements, if any, in relation to diversity on the Board. The Committee will review the Board Diversity Policy periodically and recommend appropriate revisions to the Board as Committee may deem fit. (f) Remuneration framework and policies: The Committee is responsible for reviewing and making recommendations to the Board on: (a) the remuneration of the Managing Director, Whole-time Directors and KMPs (b) the total level of remuneration of Non-Executive Directors and for individual remuneration for Non- Executive Directors and the Chairman, including any additional fees payable for membership of Board committees; (c) the remuneration policies for all employees including KMPs, senior management and other employees including base pay, incentive payments, equity awards, retirement rights and service contracts having regard to the need to (i) attract and motivate talent to pursue the Company’s long term growth; (ii) demonstrate a clear relationship between executive compensation and performance; and (iii) be reasonable and fair, having regard to best governance practices and legal requirements. (d) the Company’s superannuation arrangements and compliance with relevant laws and regulations in relation to superannuation arrangements;

PART – B

Policy for appointment and removal of Director, KMPs and Senior Management

    Appointment criteria and qualifications:

  1. The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or senior management level and recommend to the Board his / her appointment.
  2. A person to be appointed as Director, KMP or senior management level should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position.
  3. A person, to be appointed as Director, should possess impeccable reputation for integrity, deep expertise and insights in sectors / areas relevant to the Company, ability to contribute to the Company’s growth, complementary skills in relation to the other Board members.
  4. The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or senior management level and recommend to the Board his / her appointment.
  5. A whole-time KMP of the Company shall not hold office in more than one company except in its subsidiary company at the same time. However, a whole-time KMP can be appointed as a Director in any company, with the permission of the Board of Directors of the Company.

Term / Tenure:

Managing Director / Whole‐time Director the Company shall appoint or re-appoint any person as its Managing Director or Whole-time Director for such term as prescribed under the Act and other applicable laws and regulations. An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board’s report. No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

Removal

Due to reasons for any disqualification mentioned in the Act, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director or KMP subject to the provisions and compliance of the said Act, rules and regulations.

Retirement:

The Whole-time Directors, KMP and senior management personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain the Whole-time Directors, KMP and senior management 6 personnel in the same position / remuneration or otherwise, even after attaining the retirement age, for the benefit of the Company.

PART – C

Policy relating to the remuneration for Directors, KMPs and other employees.

    General

  1. The remuneration / compensation / commission etc. to Directors will be determined by the Committee and recommended to the Board for approval.
  2. The remuneration and commission to be paid to the Managing Director shall be in accordance with the provisions of the Act and other applicable laws and regulations.
  3. Where any insurance is taken by the Company on behalf of its Managing Director, Chief Financial Officer, the Company Secretary and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration. Remuneration to KMPs and other employees The policy on remuneration for KMPs and other employees is as below:-

    Fixed pay: The Committee would determine the remuneration of the Directors and formulate guidelines for remuneration payable to the employees.

    1. Annual remuneration Annual remuneration refers to the annual compensation payable to the employees of the Company. This comprises two parts - a fixed component, and a performance- linked variable component based on the extent of achievement of the individual’s objectives and performance of the business unit. Every employee is required to sign a performance contract which clearly articulates the key performance measures for that particular defined role. The performance- linked variable pay will be directly linked to the performance on individual components of the performance contract and the overall performance of the business. An employee’s variable pay would, therefore, be directly dependent on key performance measures that represent the best interests of shareholders. The objective is to set the total remuneration at levels to attract, motivate, and retain high-calibre, and high potential personnel in a competitive global market. The total remuneration level is to be reset annually based on a comparison with the relevant 7 peer group globally, established through independent compensation surveys, from time to time. Remuneration to Non-Executive / Independent Directors 1. Remuneration The remuneration payable to each Non-Executive Director is based on the remuneration structure as determined by the Board, and is revised from time to time, depending on individual contribution, the Company’s performance, and the provisions of the Act and the rules made thereunder. 2. Stock options The Independent Directors shall not be entitled to any stock option of the Company.

Part – D

Board Diversity & Familiarization:

The Board shall consist of such optimum number of Directors as per the requirements of the Act and the Regulations, including at least one women Director. The Committee will lead the process for Board appointments and forward its recommendations to the Board. All Board appointments will be based on the skills, diverse experience, independence and knowledge, which the Board as a whole requires to be effective. The Committee shall address Board vacancies by actively considering candidates that bring a diversity of background and industry experience or related expertise. The candidates will be considered against objective criteria having due regard to the benefits of diversity on the Board. Additionally, the Committee may consider appointment of experts from various specialized fields such as finance, law, information technology, corporate strategy, marketing, business development, international business, operations management or any other professional area, so as to bring diversified skill sets on Board or succeed any outgoing Director with the same expertise. Further, as per Regulation 25 (7) of the Regulations, the Committee shall familiarize the Independent Directors through various programs about the Company, including the following: - nature of the industry in which the Company operates; - business model of the Company; - roles, rights, responsibilities of Independent Directors; and - any other relevant information.

POLICY REVIEW:

This policy is framed based on the provisions of the Act and the Listing Regulations. In case of any subsequent changes in the provisions of the Act or any other regulations which makes any of the provisions in the policy inconsistent with the Act or regulations, then the provisions of the Act or regulations would prevail over the policy and the provisions in the policy would be modified in due course to make it consistent with law. This policy shall be reviewed by the Nomination and Remuneration Committee as and when any changes are to be incorporated in the policy due to change in regulations or as may be felt appropriate by the Committee. Any changes or modification on the policy as recommended by the Committee would be given for approval of the Board of Directors.

OMS MEDICAL ALLIED SERVICES LIMITED CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

In accordance with the provisions of Section 135 of Companies Act, 2013, the Corporate Social Responsibility (CSR) Committee of QMS MEDICAL ALLIED SERVIES LIMITED (“the Company”) was constituted by the Board of Directors of the Company at their meeting held on December 29, 2020.

Preamble:

We, at QMS Medical Allied Services Limited believe that our business is built around strong social relevance of inclusive growth by supporting the common man in meeting their needs. We equally believe that creation of large societal capital is as important as wealth creation for our shareholders. As a responsible human organization, we are committed towards the above objective and are keen on developing a sustainable business model to ensure and activate our future growth drivers. In line with the regulatory expectations, we are putting in place a formal policy as a guide towards our social commitment going forward.

Key words & meanings:

  1. “Act” shall mean the Companies Act 2013, including any modifications, amendments or re-enactment thereof.
  2. “Approved Budget” shall mean the total budget as approved by the Board of the Company upon the recommendation of the CSR Committee, which is to be utilized for CSR Projects.
  3. “Board” shall mean the Board of Directors of the Company.
  4. “CSR Annual Plan” shall mean the annual plan detailing the CSR expenditure for the year.
  5. “CSR Committee” shall mean the Corporate Social Responsibility Committee constituted by the Board of the Company in accordance with the Act.
  6. “CSR Policy” shall mean the present Corporate Social Responsibility Policy of the Company, which covers the activities to be undertaken by the Company as specified in Schedule VII to the Act and the CSR Expenditure thereon.
  7. “CSR Projects” or “Projects” means Corporate Social Responsibility projects/activities/ programs/ initiatives, instituted in India, either new or ongoing, and include, but is not limited to those undertaken by the Board in pursuance of recommendations of the CSR Committee as per the declared CSR.
  8. “Financial Year” shall mean the period beginning from 1st April of every year to 31st March of the succeeding year.
  9. “Net profit” shall mean the net profit as per Sec 135 of the Act and Rules based on which the specific percentage for CSR expenditure has to be calculated.
  10. “Rules” shall mean the Companies (Corporate Social Responsibility) Rules 2014, including any re-enactment, modifications or amendments thereof.

Policy Objectives:

The objective of the CSR Policy (“Policy”) is to lay down the guiding principles in undertaking various Programs and projects by or on behalf of the company relating to Corporate Social Responsibility (“CSR”) within the meaning of section 135 of the Companies Act, 2013 read with Schedule VII of the Act and the CSR Policy Rules 2014. (“Rules”)

CSR Activities:

The activities that the Company may undertake shall be (inter alia):

  1. Eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation including contribution to the Swach Bharat Kosh set-up by the Central Government for the promotion of sanitation and making available safe drinking water;
  2. Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly, and the differently abled and livelihood enhancement projects;
  3. Promoting gender equality, empowering women, setting up homes and hostels for women and orphans, setting up old age homes, day care centers and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;
  4. Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agro-forestry, conservation of natural resources and maintaining quality of soil, air and water including contribution to the Clean Ganga Fund set-up by the Central Government for rejuvenation of river Ganga;
  5. Protection of national heritage, an and culture including restoration of buildings and sites of historical importance and works of art; setting up public libraries: promotion and development of traditional arts and handicrafts;
  6. Measures for the benefit of armed forces veterans, war widows and their dependents, Central Armed Police Forces (CAPF) and Central Para Military Forces (CPMF) veterans, and their dependents including widows;
  7. Training to promote rural sports, nationally recognized sports, Paralympics sports and Olympic sports;
  8. Contribution to the Prime Minister's National Relief Fund or Prime Minister's Citizen Assistance and Relief in Emergency Situations Fund (PM CARES Fund) or any other fund set up by the Central Government for socio-economic development and relief and welfare of the Scheduled Castes,-the Scheduled Tribes, other backward classes, minorities and women;
  9. Contribution to incubators or research and development projects in the field of science, technology, engineering and medicine, funded by the Central Government or State Government or Public Sector Undertaking or any agency of the Central Government or State Government;
  10. Contributions to public funded Universities; Indian Institute of Technology (IITs); National Laboratories and autonomous bodies established under Department of Atomic Energy (DAE); Department of Biotechnology (DBT); Department of Science and Technology (DST); Department of Pharmaceuticals; Ministry of Ayurveda, Yoga and Naturopathy, Unani, Siddha and Homoeopathy (AYUSH); Ministry of Electronics and Information Technology and other bodies, namely Defense Research and Development Organisation (DRDO); Indian Council of Agricultural Research (ICAR); Indian Council of Medical Research (ICMR) and Council of Scientific and Industrial Research (CSIR), engaged in conducting research in science, technology, engineering and medicine aimed at promoting Sustainable Development Goals (SDGs);
  11. Rural development projects;
  12. Slum area development;
  13. Disaster management, including relief, rehabilitation and reconstruction activities.

CSR Committee Constitution:

The Committee comprises of the following members of the Board:

Sr No. Name of Member Designation in Committee Designation in Company
1 Mr. Gautam Khanna Chairman Independent Director
2 Mr. Mahesh Pahalraj Makhija Member Managing Director
3 Guddi Makhija Member Whole time Director
  1. The Committee members shall be appointed by resolution of the Board. Each member shall continue as a member until a successor is appointed, unless the member resigns, or is removed by resolution of the Board or otherwise ceases to be a member of the Board.
  2. Where a vacancy occurs at any time in the membership of the Committee, it may be filled by the Board, and shall be filled by the Board if the membership of the Committee is less than two (2) members as a result of the vacancy.
  3. The Board, or in the event of its failure to do so, the Committee, shall appoint a Chair from among the Committee members. If the Chair of the Committee is not present at any meeting of the Committee, the Chair of the meeting shall be chosen by the Committee from among the members present.
  4. The Chair presiding at any meeting of the Committee shall have a vote in all matters considered by the Committee. In the event of a tie the motion is defeated.
  5. The Committee shall assist with deliberations required for the fulfillment of the Board's mandate and those specific responsibilities and duties assigned to the Committee; however, unless specifically stated otherwise, the Committee shall act in advisory capacity only, recommending decisions to the Board for approval.

Role of the CSR Committee:

  1. Formulate the CSR policy and recommend the same to the Board for approval which shall indicate the activities to be undertaken by the company.
  2. Recommend the amount of expenditure to be incurred on the activities mentioned in point no. 1
  3. Approve to undertake CSR activities, if necessary, in collaboration with other Companies/firms/NGOs etc., and to separately report the same in line with the CSR Rules.
  4. Monitor the Corporate Social Responsibility Policy of the company from time to time.
  5. Review and recommend any new CSR initiatives to be taken up by the company.
  6. Spend the allocated CSR amount on the CSR activities once it is approved by the Board of Directors of the Company in accordance with the Act and the CSR Rules.
  7. Create transparent monitoring mechanism for implementation of CSR initiatives in India.
  8. Review the progress of CSR projects already undertaken by the company and the utilization of budgets for each such projects.
  9. Review and recommend the CSR report to be included in the board's report.
  10. Review and recommend any amendments to be made in the CSR policy of the Company.
  11. To carry such other functions as may be delegated to it by the board relating to CSR activities of the company.
  12. Authorize executives of the Company to attend the CSR Committee Meetings, if necessary.

Mettings:

  1. The CSR Committee shall hold a minimum number of two meetings in a year.
  2. A meeting of the Committee may be called by the Chair of the Committee, the Chair of the Board on President and Chief Executive Officer of the Corporation, if any or by any two (2) members of me Committee.
  3. The quorum for the CSR Committee Meeting shall be one-third of its total strength (any fraction contained in that one-third be rounded off as one) or two members, whichever is higher.
  4. The Members of the Committee may participate in the meeting either in person or through video conferencing or other audio visual means as may be convenient.
  5. Reasonable notice, preferably (7) days before the meeting, shall be given in writing, by e-mail, by facsimile communication or by hand delivery to each member of the Committee, however if all the members of the committee permits, the meeting of the committee shall be called on shorter notice.
  6. The Agenda and associated material shall be sent to each member of the Committee prior, preferably seven (7) days, to the time for such meeting.
  7. A director may in any manner waive a notice of meeting, and attendance of a director at the meeting is a waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not properly called.
  8. The Committee shall have the right to determine who shall and shall not be present at any part of the meetings of the Committee, and may hold in camera sessions.

General Governance:

The Committee shall have the following general duties and responsibilities to:

  1. Adopt an Annual Work Plan to ensure that duties and responsibilities listed in the Terms of Reference are scheduled to be achieved.
  2. Review annually, and report to the Board on the adequacy of the Committee's Terms of Reference.
  3. Produce and provide to the Board an annual evaluation of the Committee, which shall compare the effectiveness of the Committee with the requirements of these Terms of Reference, including the Annual Work Plan.

Support to the Committee:

The Committee shall identify, through the Board or designated officer of the Company, the kind and frequency of information required by the Committee. The Committee shall have access to any and all books and records of the Corporation required for the execution of the Committee's obligations and, as necessary, shall discuss with appropriate corporate officers and employees, such records and other relevant matters. The Committee shall have the authority to retain external advisors, experts or consultants, in order to properly discharge its duties and responsibilities.

Confidentiality:

All deliberations of the Committee, and all records, material and information pertaining to the Corporation obtained by a member of the Committee shall be considered confidential. Committee members shall maintain the confidentiality of such deliberations, and shall safeguard such records, material and information from improper access.

CSR Applicability:

The Companies Act, 2013 prescribes that the companies which meet the criteria specified U/S. Sec. 135 shall allocate certain portion of its annual net profits (calculated as per Sec. 198) during the three immediately preceding financial years to be spent on CSR Activities that fall under the categories specified under Schedule VII of the Act.

CSR Expenditure:

Net profit for the purpose of allocation towards CSR means profit more fully described under Rule 2(f) of the CSR Rules. The CSR expenditure shall include all expenditure including contribution to corpus or on projects or programs relating to CSR activities approved by the Board of Directors on the recommendation of its CSR Committee but does not include any expenditure on an item not in conformity or not in line with activities stated under Schedule VII of the Act.

Failure to spend the CSR Money:

If the Company fails to spend the required amount in a particular financial year, it is the duty of the Committee to submit a report in writing to the Board of Directors specifying the reasons for not spending the amount, which in turn shall be reported by the Board of Directors in their Annual Report pertaining to that particular Financial Year.

Surplus, if any, arising out of the CSR projects or programs or activities shall not form part of the business profit of the Company.

CSR Initiatives:

Pursuant to Schedule VII of the Act and the CSR Rules, the Company shall undertake CSR activities included in its Annual CSR Plan, as recommended by the CSR Committee at the beginning of each year. The Committee is authorized to approve any modification to the existing Annual CSR Plan or to propose any new program during the financial year under review.

Modalities of execution and implementation:

CSR activities may be initiated/executed:

  1. by the Company or
  2. a company established under section 8 of the Act or a registered trust or a registered society, established by the company, either singly or along with any other company, or
  3. company established under section 8 of the Act or a registered trust or a registered society, established by the Central Government or State Government or any entity established under an Act of Parliament or a State legislature; Provided that- if, the Board of a company decides to undertake its CSR activities through a company established under section 8 of the Act or a registered trust or a registered society, other than those specified in this sub-rule, such company or trust or society shall have an established track record of three years in undertaking similar programs or projects; and the company has specified the projects or programs to be undertaken, the modalities of utilization of funds of such projects and programs and the monitoring and reporting mechanism”.
  4. The Company may also collaborate with other companies for undertaking CSR projects or programs or activities in such a manner that each Company's part in such activity may separately be identified.

The Company/CSR Committee shall have the full discretion to specify or modify the modalities of execution of CSR projects or programs and to determine implementation schedules.

CSR activities shall be undertaken by the Company as per this policy by way of projects or programs or activities (either new or ongoing) in India, excluding the activities undertaken in pursuance of normal course of business. The Company shall give preference to the local areas around it where it operates, for spending the amount for CSR activities.

Collaboration:

It is expressly allowed under the CSR Rules that the Company may collaborate with any other Company pr association formed in this regard subject to approval by CSR Committee, to implement CSR activities and the same shall form a part of the Annual CSR Plan.

Reporting and publication of CSR policy:

As per the CSR Rules, the contents of the CSR Policy shall be included in the Directors' Report and the same shall be displayed on the Company's website, if any.

Monitoring Mechanism:

The CSR Committee of the Board has devised a "transparent monitoring mechanism” for various CSR Projects / Programs / Activities undertaken by the Company including conduct of impact studies of CSR Projects / Programs on a periodic basis as and when necessary. Simultaneously, it also obtains feedback from various beneficiaries of CSR Projects /Activities / Programmes undertaken by the Company to measure their benefits.

Amendment of Policy:

The CSR Policy of the company may be amended at any time by the board of the company on the Recommendation of the CSR committee.

INSIDER TRADING POLICY

Introduction

In terms of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, (hereinafter referred to as the “Regulations”), the Company is required, inter alia, to frame a Code of Conduct for prohibition of insider trading (hereinafter called as the Code) in relation to the Company and it securities.

In line with the said Regulations, the following “Code of Conduct for Prohibition of Insider Trading” (hereinafter referred to as the “Code”) has been prepared:

APPLICABILITY

The code shall be applicable to the employees and connected persons dealing in securities hereinafter called as the designated persons specified by the Board of Directors of the Company.

    The designated persons shall include the following:

  1. Employees in Finance, Accounting, Taxation and Secretarial functions;
  2. Heads of all divisions by whatever designation they may be called
  3. Managers above M3 level
  4. Such other employees as may be determined by the code from time to time

DEFINITIONS

  1. “Act” means the Securities and Exchange Board of India Act, 1992 and any amendments thereto
  2. “Board” means the Securities and Exchange Board of India
  3. “Board of Directors” means the Board of Directors of QMS Medical Allied Services Limited.
  4. “Code” or “Code of Conduct” shall mean the Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of trading by insiders of QMS Medical Allied Services Limited as amended from time to time.
  5. “Company” means QMS Medical Allied Services Limited.
  6. “Companies Act” means the Companies Act, 2013 & Rules made there under and any amendments thereto.
  7. “Compliance Officer” means the Company Secretary of the Company shall act as a Compliance Officer for these Regulations and administer the code and other requirements under the regulations. The Compliance Officer shall half yearly report to the Board of Directors and Chairman of the Audit Committee.
  8. “Connected Person” means: -
    1. any person who is or has during the six months prior to the concerned act been associated with a Company, directly or indirectly, in any capacity including by reason of frequent communication with its officers or by being in any contractual, fiduciary or employment relationship or by being a director, officer or an employee of the Company or holds any position including a professional or business relationship between himself and the Company whether temporary or permanent, that allows such person, directly or indirectly, access to unpublished price sensitive information or is reasonably expected to allow such access.
    2. Without prejudice to the generality of the foregoing, the persons falling within the following categories shall be deemed to be connected persons unless the contrary is established:
      1. an immediate relative of connected persons specified in clause (i); or
      2. a holding Company or associate Company or subsidiary Company; or an intermediary as specified in section 12 of the Act or an employee or director thereof; or
      3. an intermediary as specified in section 12 of the Act or an employee or director thereof; or
      4. an investment Company, trustee Company, asset management Company or an employee or director thereof; or
      5. an official of a stock exchange or of clearing house or corporation; or
      6. a member of board of trustees of a mutual fund or a member of the board of directors of the asset management Company of a mutual fund or is an employee thereof; or
      7. a member of the board of directors or an employee, of a public financial institution as defined in section 2 (72) of the Companies Act, 2013; or
      8. an official or an employee of a self-regulatory organization recognised or authorized by the Board; or
      9. a banker of the Company; or
      10. a concern, firm, trust, Hindu undivided family, Company or association of persons wherein a director of a Company or his immediate relative or or banker of the Company, has more than 10% of the holding or interest;
  9. “Designated Employees” means all employees who are Deputy General Managers and above and such other employee who may be so designated from time to time by the Chairman, Executive Director, Whole Time Director and Managing Director for the purpose of this Code.
  10. “Designated Person” means Directors, Key Managerial Personnel and designated employees of the Company.
  11. “Generally Available Information” means information relating to the Company and its securities, which is accessible to the public on a non-discriminatory basis.
  12. “Insider” means any person who is:
    1. a connected person; or
    2. in possession of or having access to Unpublished Price Sensitive Information.
  13. “Immediate relative” means a spouse of a person, and include parents, sibling, and child of such person or of the spouse, any of whom is either dependent financially on such person, or consults such person in taking decisions relating to trading in securities of the Company.
  14. “Promoter” shall have the meaning assigned to it under the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 or any modification thereof.
  15. “Relatives” means a person, as defined in Section 2(77) of the Companies Act, 2013 and any amendments thereto.
  16. “Regulations” means the SEBI (Prohibition of Insider Trading) Regulations, 2015 and any amendments thereto.
  17. “Stock Exchange” means a stock exchange which is recognized of the Central Government or SEBI under Section of Securities Contracts (Regulation) Act, 1956 and any amendments thereto.
  18. “Trading” means and includes subscribing, buying, selling, dealing, or agreeing to subscribe, buy, sell, deal in any securities, and "trade" shall be construed accordingly.
  19. “Takeover Regulations” means SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and any amendments thereto.
  20. “Trading” means and includes subscribing, buying, selling, dealing, or agreeing to subscribe, buy, sell, deal in any securities, and “trade” shall be construed accordingly.
  21. “Trading Day” means a day on which recognized Sock Exchanges are open for trading.
  22. “Trading Window” means a trading period for trading in Company‘s Securities as specified by the Company from time to time.
  23. “Unpublished Price Sensitive Information (UPSI)” means any information: -
    1. relating to the Company and its securities, directly or indirectly, that is not generally available to the public which becoming generally available, is likely to materially affect the price of the securities and shall, ordinarily including but not restricted to, information relating to financial results, dividends, changes in the capital structure, mergers, de- mergers, acquisitions, delistings, disposals, expansion of business and such other transactions, changes in Key Managerial Personnel and material events in accordance with the listing agreement.
    2. However, the code is not restricted to the information of events mentioned above, and it shall include any, direct or indirect information relating to the Company or its securities.
  24. Words and expressions used and not defined in this code but defined in the Regulations, the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Securities Contracts (Regulation) Act, 1956 (42 of 1956), the Depositories Act, 1996 (22 of 1996) or the Companies Act, 2013 (18 of 2013) and rules and regulations made thereunder shall have the meanings respectively assigned to them in those legislation.

    This Code is intended to govern the “Regulating’, “Monitoring” and “Reporting” of trading by insiders in shares of the Company by the Company.

PART II

RESTRICTIONS ON COMMUNICATION AND TRADING BY INSIDERS

  1. Communication or procurement of unpublished price sensitive information:
    1. No insider shall communicate, provide, or allow access to any unpublished price sensitive information, relating to the company or securities listed or proposed to be listed, to any person including other insiders except where such communication is in furtherance of legitimate purposes, performance of duties or discharge of legal obligations.
    2. No person shall procure from or cause the communication by any insider of unpublished price sensitive information, relating to the company or securities listed or proposed to be listed, except in furtherance of legitimate purposes, performance of duties or discharge of legal obligations.
    3. Notwithstanding anything contained in this regulation, unpublished price sensitive information may be communicated, provided, allowed access to or procured, in connection with a transaction:-
      1. entail an obligation to make an open offer under the takeover regulations where the board of directors of the company is of informed opinion that the proposed transaction is in the best interests of the company.
      2. not attract the obligation to make an open offer under the takeover regulations but where the board of directors of the company is of informed opinion that the proposed transaction is in the best interests of the company and the information that constitute unpublished price sensitive information is disseminated to be made generally available at least two trading days prior to the proposed transaction being effected in such form as the board of directors may determine.
  2. Trading when in possession of unpublished price sensitive information:

    No insider shall trade in the equity shares of the Company when in possession of unpublished price sensitive information except as allowed under the Regulation 4(1) of the SEBI (Prohibition of Insider Trading) Regulations, 2015.

  3. Trading Plans:
    1. An insider shall be entitled to formulate a trading plan pursuant to Regulation 5(2) of SEBI (Prohibition of Insider Trading) Regulations, 2015 and present it to the compliance officer for approval and public disclosure pursuant to which trades may be carried out on his behalf in accordance with such plan. No insider shall apply to the Compliance Officer for pre-clearance of Trading Plans during the closure of the Trading Window. No Insider shall execute contra-trade during the period of the Trading Plan which has been approved by the Compliance Officer of the Company.
    2. The Compliance Officer shall review the trading plan to assess whether the plan would have any potential for violation of these regulations and shall be entitled to seek such express undertakings as may be necessary to enable such assessment and to approve and monitor the implementation of the plan.
    3. The Trading Plan once approved shall be irrevocable and the insider shall mandatorily have to implement the plan pursuant to Regulation 5(4)of SEBI (Prohibition of Insider Trading) Regulations, 2015 without being entitled to either deviate from it or to execute any trade in the securities outside the scope of the trading plan.
    4. Upon approval of the trading plan, the compliance officer shall notify the plan to the stock exchanges on which the securities are listed.
  4. PART III

    DISCLOSURES OF TRADING BY INSIDERS

  5. General Provisions:
    1. Every public disclosure under this part shall be made in such form as may be specified.
    2. The disclosures to be made by any person under this Part shall include those relating to trading by such person’s immediate relatives, and by any other person for whom such person takes trading decisions.
    3. The disclosures of trading in securities shall also include trading in derivatives of securities and the traded value of the derivatives shall be taken into account for purposes of this Part: Provided that trading in derivatives of securities is permitted by any law for the time being in force.
    4. The disclosures made under this Part shall be maintained by the company, for a minimum period of five years, in such form as may be specified.
  6. Disclosures by certain persons:
    1. Initial Disclosures:

      Every Promoter, Key Managerial Personnel, Director and Designated Employee of the Company shall disclose his equity shareholding in the Company as on date of this code taking effect to the Company within thirty days of this code taking effect in Form No. ”A”

      Every person on appointment as a Key Managerial Personnel or a Director of the Company or upon becoming a Promoter shall disclose his equity shareholding in the Company as on the date of the appointment or becoming a Promoter, to the Compliance Officer within seven days of such appointment or becoming a Promoter in Form No. ”B”.

    2. Continual Disclosures:

      Every Promoter, Employee and Director of the Company shall disclose to the Compliance Officer in Form No. ”C” the number of equity shares acquired or disposed of within two trading days of such transaction, if the value of the equity shares traded, whether in one transaction or a series of transactions over any calendar quarter, aggregates to a traded value in excess of Rs. Ten Lacs or such other value as may be specified; The Company shall notify the particulars of such Trading to Stock Exchange within two trading days of receipt of the disclosure or from becoming aware of such information.

    3. Disclosures by other connected persons:

      The other connected persons to whom this Code is applicable is holding equity shares of the Company, shall disclose their shareholding within 30 days from the date of this code taking effect in Form No. “D” and Trading made by them within 7 days in Form No “E” if the value of the equity shares traded, whether in one transaction or a series of transactions over any calendar quarter, aggregates to a traded value in excess of Rs. Ten Lacs or such other value as may be specified.

  7. Compliance of the Trading Restrictions:

    Every Promoter, Key Managerial Personnel, Director and Designated Employee of the Company shall be subject to Trading restrictions in the following manner:-

    1. The Trading window:

      The Trading Window will be closed before 7 days of the happening of the following events and shall remain closed 48 hours after the publication of the price sensitivity information i.e.

      1. Declaration of Financial Results (Quarterly, Half Yearly &Annual)
      2. Declaration of Dividends ( Interim & Final)
      3. Issue of securities by way of Public/ Rights /Bonus etc.
      4. Any major expansion plan or execution of new project
      5. Amalgamation, Mergers, takeovers or any buy back.
      6. Disposal of the whole or substantially the whole of the undertaking.
      7. Any major change in policies, plans or operation of the Company.
    2. Restriction on Trading during the Closure of Trading Window:

      Every promoter, key managerial personnel, director and designated employee of the company shall not deal in the equity shares of the Company during the Closure of the Trading Window.

    3. Pre-clearance of Trading Plans:
      1. Every Promoter, Key Managerial Personnel, Director and Designated Employee of the Company and the Persons deemed to be connected persons as per this Code intending to buy/sell equity shares of the Company will have to submit the trading plan(s) in the Form No. ”F” at least six months prior to the start of the trading to the Compliance Officer of the Company for the prior approval.
      2. Only after receiving the prior approval, the transaction should be carried out strictly as per the Trading plan(s) approved by the Compliance Officer of the Company.
      3. The Compliance Officer will disclose the Trading plan(s) approved by him to the BSE immediately.
      4. The Trading plan(s) once approved by the Compliance Officer of the Company shall be irrevocable and the concern person shall have to mandatorily carry out the Trades within the time limit as approved by the Compliance Officer of the Company. No Trade(s) shall be executed during the closure of the Trading window.
    4. Violation of the Code:
      1. Every Promoter, Key Managerial Personnel, Director and Designated Employee of the Company and the persons deemed to be connected persons as per this Code who violates any of the provisions of this Code will be penalized and appropriate action will be taken against them by the Company after giving reasonable opportunity to them to show cause. They shall also be subject to disciplinary action including wage freeze, Suspension, in-eligibility for future participation in E.S.O.P. etc.
      2. If the Insider deals in the equity shares of the Company, violating the Code, the Compliance Officer will confidentially maintain the list of the same.
      3. In addition to the action which may be taken by the Company, the persons violating this Code will also be subject to any penal action by SEBI as per SEBI Act and the Company shall inform the same to the SEBI promptly.
      4. The Compliance Officer of the Company shall report to the Board of Directors and the Chairman of the Audit Committee of the Company about the compliance of the Code on quarterly basis.
  8. Restriction on Trading during the Closure of Trading Window:

    Every promoter, key managerial personnel, director and designated employee of the company shall not deal in the equity shares of the Company during the Closure of the Trading Window.