Investor Relations

Preface:
This Model Code of Conduct for Directors & Senior Management personnel is a guide to help Directors on the Board & Senior Management team of the Company to live up to Company’s ethical standards.

The rules and principles set forth in this Code are general in nature and the compliance with the Code shall be ensured read with other applicable policies and procedures of the Company.

This model code of conduct may be reviewed by the Board from time to time to keep in pace with the regulatory environment and any amendments to this Code, shall be approved by the Board of Directors.

Applicability:
This Code of Conduct (the “Code”) for the Board of Directors and Senior Management shall be applicable to each member of the Board of Directors of Variman Global (the “Company”) and functional heads of the Company, or such other employees of the Company as may be designated as members of the “senior management” for the purposes of the Code by the Managing Director of the Company from time to time (hereinafter referred to as Senior Management”).References herein to the term “Company” shall include its subsidiaries, joint ventures and associates unless the context otherwise requires.

Objective:
The Code has been drafted in accordance with the provisions of Clause 49 of the Listing Agreement to be entered into by the Company with the Stock Exchange/s to:
1. set standards of corporate governance by complying with laws, rules and regulations applicable to the Company and applicable policies and procedures adopted by the Company and to fulfil the responsibilities to stakeholders.
2. set and implement high standards of transparency, integrity, accountability and corporate social responsibility in all dealings.

The Code:
The Board of Directors of the Company is entrusted with the fiduciary responsibility of oversight of the affairs of the Company. As Directors of the Company, they have a duty to make decisions and implement policies in the best interests of the Company and its stakeholders.

Therefore, the Directors and Senior Management are obliged to carry out their duties in an honest, fair, diligent and ethical manner, within the scope of the authority conferred upon them and in accordance with the laws, rules, regulations, agreements, guidelines, standards and internal policies and procedures.

The Directors & Senior Management personnel are required to act with utmost care, skill and diligence and in accordance with the highest standards of personal and professional integrity and legal conduct, when acting on behalf of the Company or in connection with the Company’s business or operations and at social events.

Conflict of Interest:
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 suppliers, contractors, customers, competitors or regulators must not affect the independent and sound judgment on behalf of the Company. 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.

Regulatory Compliances:
It is the general obligation of the Directors to conduct the business and operations of the Company in accordance with the laws, rules, regulations, agreements, guidelines; standards including Accounting Standards governing its operations in the geographies where the Company operates. 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.

Confidential Information and Corporate Disclosure Policy:
The Directors and Senior Management personnel must maintain the confidentiality of information relating to the affairs of the Company until and unless authorized or legally required to disclose such information; and shall not use confidential information for their personal advantage.

The Directors and Senior Management are obliged to ensure continuous, timely and adequate disclosure of necessary information to the Company at regular intervals in respect of declarations required to be made under Applicable Laws, including the Companies Act, 1956 as amended, details of related parties and details of any material financial and commercial transactions where a conflict of interest is likely.

Fair Dealing, Use and Protection of Company’s Assets:
The Directors and Senior Management personnel are obligated to deal fairly and honestly with each other, the Company’s associates and with the Company’s customers, suppliers, competitors and other third parties. Directors and Senior Management personnel shall not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation or any other unfair dealing or practice.

The Directors and Senior Management are required to protect the Company’s assets and properties, records and systems, including intellectual property and ensure their efficient use. 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.

Compliance and Violation of Code of Conduct:
It is the duty and obligation of every Director and Senior Management person to comply with this code of conduct and he/she shall acknowledge and affirm ongoing compliance with the code on an annual basis. This code of conduct shall be posted on the website of the Company.

Any violations of this code shall be promptly reported to the Chairman of the Board or any other person appointed for this purpose. The Company will take appropriate action against any Director member or the Senior Management whose actions are found to violate the Code, after giving him/her a reasonable opportunity of being heard.

Waivers and Amendments of the Code:
We are committed to continuously review and update our policies and procedures. Therefore, this Code is subject to modifications. Any amendment / inclusion or wavier of any provision of this Code must be approved by the Company’s Board of Directors and promptly disclosed, if required pursuant to Applicable Laws.

Certification:
Each of the Directors and members of the Senior Management and every other person to whom this Code is made applicable, shall file with the Company Secretary of the Company, or any other person appointed for this purpose, a certificate addressed to the Chairman, by the 1st of April of every year, confirming his/her compliance with the provisions of this Code.

Acknowledgement:
The Directors and Senior Management personnel shall read and fully understand this model code of conduct and comply with the policies procedures and principles contained therein.

1. The Term of Appointment
   The provisions of the Companies Act, 2013 and rules thereto and SEBI(LODR) Regulations, 2015 (including any amendment thereto from time to time) to the extent applicable, shall apply on the appointment of Independent Directors.
   
   In compliance with the provisions of Section 149 read with Schedule IV of the Companies Act, 2013, the appointment of the Independent Directors will be for a term of 5 (five) consecutive years from 1 April 2014 up to 31 March 2019. The Independent Directors will not be liable to retire by rotation. Their appointment is also subject to the maximum permissible Directorships that one can hold as per the provisions of the Companies Act, 2013 and SEBI(LODR) Regulations, 2015.
   
   The Independent Director may be required to serve on one or more of the Committees of the Board established by the Company. The appointment on such Committee(s) will be subject to the applicable regulations.
   
   
2. Role, duties and responsibilities
   As a member of the Board, Independent Directors along with the other Directors will be collectively responsible for meeting the objectives of the Board which include:
   
         Requirements under the Companies Act, 2013.
         Obligations of the Directors as outlined under SEBI(LODR) Regulations 2015
         Accountability under the Director’s Responsibility Statement
   They shall abide by the ‘Code for Independent Directors’ as outlined in Schedule IV to the Companies Act, 2013 and duties of directors provided in the Act and other regulations.
   
   They will also be responsible for providing guidance in the area of expertise.
   
   
3. Time Commitment and Expectation
   The Independent Director is expected to bring objectivity and independence of view to the Board’s discussions and to help provide the Board with effective leadership in relation to the Company’s strategy, performance, and risk management as well as ensuring high standards of financial probity and Corporate Governance. The Board meets at least four times in a year. The Audit Committee also meets at least four times in a year. Besides, there are other Committee meetings like Nomination and Remuneration Committee, Stakeholders’ Relationship Committee and Corporate Social Responsibility Committee meetings etc. which are ordinarily convened as per the requirement.
   
   The Independent Director is expected to attend Meetings of Board, Board Committees to which they may be appointed and Shareholders meetings and agree to devote such time, as appropriate to discharge their duties effectively. Ordinarily, all meetings are held in Hyderabad.
   
   
4. Disclosures, other directorships and business interests
   During the term, the Independent Directors are required 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. The Independent Directors agree that upon becoming aware of any potential conflict of interest with their position as Independent Director of the Company, they shall promptly disclose the same to the Chairman and the Company Secretary.
   
   During their term, the Independent Directors agree to promptly provide declaration under Section 149(7) of the Act, upon any change in circumstances which may effect their status, as Independent Director, confirming compliance with the said criteria of independence every financial year.
   
   
5. Confidentiality
   All information acquired during the tenure of appointment is confidential and should not be released/communicated, either during appointment or following termination (by whatever means) to third parties without prior clearance from the Chairman unless required by law or by the rules of any stock exchange or regulatory body. On reasonable request, the Independent Director shall surrender any documents and other materials made available to them by the Company. The obligation of confidentiality shall survive termination or cessation of directorship with the Company.
   
   
6. Performance Evaluation
   Performance of the Independent Directors as well as the performance of the entire Board and the Committees will be evaluated annually as may be required under the provisions of the law. The appointment and reappointment on the Board shall be subject to the outcome of the yearly evaluation process.
   
   
7. Code of Conduct
   During the appointment, the Independent Director shall comply with the following codes of conduct:
   
   a. Code of Conduct for Board of Directors
   b. Code of Conduct for prevention of Insider Trading
   c. Code for Independent Directors as provided in Schedule IV to the Companies Act, 2013 and such other requirements as the Board of Directors may from time to time specify.
   
   
8. Remuneration
   The Independent Director shall be paid sitting fees for meetings of the Board and its Committees and not more than 1% of net profit as commission per anum for all of them together as may be decided by the Board and approved by the Shareholders, if any, from time to time.
   
   In addition, the Company shall reimburse the Independent Directors the expenses incurred by them for participation in the Board and other meetings in the performance of their roles and duties.
   
   
9. Liability
   The independent director shall be held liable, only in respect of such acts of omission or commission by the company which had occurred with their knowledge, attributable through Board processes, and with their consent or connivance or where they had not acted diligently with respect of the provisions contained in the Companies Act, 2013 and SEBI(LODR) Regulations.
   
   
10. Termination
    The Independent Director may resign from the position at any time and should they wish to do so, they are requested to serve a reasonable written notice on the Board. In terms of provisions of the Companies Act, 2013, the Independent Director is required to file a copy of resignation letter with the Registrar of Companies.
    
    The directorship on the Board of the Company shall terminate or cease in accordance with law. Apart from the grounds of termination as specified in the Companies Act, 2013, the directorship may be terminated for violation of any provision of the Code of Conduct as applicable to Directors.
    
    Notwithstanding other provisions of appointment, the Independent Director shall be terminated on failure to meet the parameters of Independence as defined in Section 149(6) or on occurrence of any event as defined in Section 167 of the Companies Act, 2013 or on any other statutory requirement.
    
    
11. Changes of personal details
    During the term, the Independent Director 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.