AVI Polymers Ltd
Code of Ethics and Business Conduct

Applicable to Senior Management Personnel (Directors & Officers-HODs) Of AVI Polymers Ltd. (here in after referred as “the Company”)

Introduction 

The Company is committed to comply with all theapplicable laws, rules and regulations and with higheststandards of business ethics. Each Director andSenior Management Person (herein after “officer”) ofthe company is expected to comply with letter andspirit of this Code. They should act and conduct freefrom fraud and cheating and ensure to make workenvironment friendly which encourages the interestof the stakeholders. They should act in good faith,responsibility, with due care and diligence withoutmisrepresenting the material facts. All officers shouldread and understand this code of business conductand Ethics.All Officers should sign the acknowledgement format the end of this Code and return the form to HRDepartment indicating that they have received, readand understood, and agree to comply with the Code.

Conflicts of Interest

Officers should ensure that their services do not affect the company’s interest. If there is any conflictof interest arises, then it should be avoided. If there is any likely of conflict of interest, then he should make disclosure of the facts and circumstances to Chairman & Managing Director and prior written approval should be obtained.

 

Corporate Opportunities

Officers are prohibited from competing with the company directly or indirectly and also should avoidusing company’s property, information or position for personal gains.

Confidentiality

The officers shall maintain the confidentiality of information of the Company and never disclose theinformation which is harmful and that might be used by competitors The use of confidential information for own advantages or profit is prohibited.

Fair Dealing

Each officer should deal fairly with customers, suppliers, competitors, and employees of group companies. They should not take unfair advantage of anyone through manipulation, concealment, misrepresentation of material facts, or any other unfair dealing-practices.

Protection and Proper Use ofCompany’s Assets

All officers should protect Company’s assets and property and ensure its efficient use. Theft, carelessness, and waste of the Company’s assets and property have a direct impact on the Company’sprofitability. Company’s assets should be used only for legitimate business purposes.All officers shall have a responsibility to protect the assets of the Company, ensure optimal utilization ofassets and to report and record all transactions. All officers should protect the Company’ assets fromloss, damage, misuse or theft and assets may only be used for business purposes and other purposesspecifically approved by management and must never be used for illegal purposes. Officers who have access to proprietary and confidential information must take every precaution to keep it confidential. Every officer should protect the reputation of the Company, its employees and its products. Officers should never make any false or artificial entries in any records.

Intellectual Property Policy

All officers have an utmost obligation to themselves to identify and protect the intellectual properties, tradesecrets and other confidential information owned by the Company and its clients or associates because it is critical to Company’s success. By “Intellectual Property Rights (IPR), we mean generally patented or potentially patentable inventions, trademarks, service marks, trade names, copyrightable subject matter, and trade secrets.

Code of Ethicsand Business Conduct

Compliance with Laws, Rules and Regulations

The officers shall comply with all applicable laws, rules, and regulations. Any officer who is unfamiliaror uncertain about the legal rules involving Company business conducted by him/her should consult thelegal department of the Company before taking any action that may jeopardize the Company or thatindividual. No officers subject to this Code shall commit an illegal or unethical act, or instruct othersto do so, for any reason.

Accounting Practices

The Company’s responsibilities to its stockholders and the investing public require that all transactions be fully and accurately recorded in the Company’s books and records in compliance with all applicable laws. All required information shall be accessible to the Company’s Auditors and government agencies. False or misleading entries, unrecorded funds or assets, or payments without appropriate supporting documents and approval are strictly prohibited. There shall be no willful omissions of any Company transactions from the books and records. All officers shall make full, fair, accurate, timely, and understandable disclosure inreports and documents that the Company files with, or submits or makes periodically, to the shareholders, government authorities, and to the public. Any willful material misrepresentation of and/or misinformation of the financial accounts and reports shall be regardedas a violation of the Code.

Policy against Insider Trading

Insider Trading generally involves the act of subscribing or buying or selling of the Company’s securities, when in the possession of any Unpublished Price Sensitive Information about the Company. It also involves disclosing any Unpublished Price Sensitive Information about the Company to others who could subscribe or buy or sell the Company’s securities. Insider Trading invokes severe civil and criminal penalties not only on the Insider but also on the Company in certain circumstances under the Regulations issued in India under the Securities and Exchange Board of India (SEBI) Act, 1992.“sensitive information” is information which relates directly or indirectly to a Company and which ifpublished is likely to materially affect the price of Securities of a Company. It is important to notethat both positive and negative information could be price sensitive. All officers subject to this Code must comply with the Insider Trading Policy. Any violation of this requirement is a violation of this Code.

Maintaining and Managing Records

The Company is required by the central, local, state, federal, foreign and other applicable laws, rules andregulations, to retain certain records and to followspecific guidelines in managing its records.

Compliance with Code of Conduct

If any officer who knows of or suspects of a violation of applicable laws, rules or regulations or this Code of conduct, he/she must immediately report the same to the Managing Directors of the Company. Suchperson should as far as possible provide the details of suspected violations with all known particularsrelating to the issue. The Company recognizes that resolving such problems or concerns will advancethe overall interests of the Company that will help to safeguard the Company’s assets, financial integrityand reputation. Managing Directors of the Company shall determine appropriate action in response to violations of this Code of Ethics.

Interpretation of Code

Any question or interpretation under this Code of Ethicsand Business Conduct will be handled by Managing Directors of the Company. The Managing Directorshas the authority to waive compliance with this Code of business conduct for any officer of the Company.

Disclosure of this Code

The Company will post this Code on the Company’s Internet website. In its annual report, the Company will disclose both the fact that it has adopted this Code and the fact that it has posted it on the Company’s website, and it will also disclose the address for this website.

ACKNOWLED GMENT OF RECEIPT OF CODE OF BUSINESS CONDUCT AND ETHICS

I have received and read the Company’s Code ofBusiness Conduct and Ethics for Officers of theCompany. I understand the standards and policiescontained in the Company Code of Business Conductand Ethics and the inlaid policies or laws specific tomy job. Further agree to comply with the Company

 

Code of Business Conduct and Ethics.

 

Officer Name………………………………………………………………….

 

Designation……………………………………………………………………

Department……………………………………………………………………

 

Employee No…………………………………………………………………

 

Signature……………………………………………………………………….

Date……………………………………………………………………………….

 

Please confirm compliance by return email this formto the Secretarial & Legal Department within 7 days.

 

DISCLAIMERS

 

THIS IS INTENDED SOLELY AS A GUIDE. THELANGUAGE USED SHOULD NOT BE CONSTRUED ASCREATING A CONTRACT OF EMPLOYMENT BETWEENTHE COMPANY AND ANY OF ITS OFFICERS. COMPANYEXPRESSLY RETAINS THE RIGHT TO

 

UNILATERALLYMODIFY OR AMEND THE COMPANY’S BUSINESSCONDUCT AND ETHICS, AT THE COMPANY’ SOLEDISCRETION, WITH OR WITHOUT NOTICE TO THECOMPANY’ OFFICERS.

Succession Planning Policy :

The age of Superannuation in the Company is 60 years. The Company recruits new and young generation so that Succession planning can be carried out.

Before the retirement age the Human Resource Department recruits/transfers new person at least 1 year prior to the retirement age. During the period the new appointee is also trained and in the event of any office being vacated due to death or other unforeseen event, the subordinate are being appointed to take care of the task.

RISK MANAGEMENT POLICY

OBJECTIVE & PURPOSE OF POLICY

The Company is prone to inherent business risks. Avi Polymers Limited constantly endeavours to manage its operations that risks associated with the operations are minimum, which helps to protect the interest of various Stakeholders. This document is intended to formalize a risk management policy, the objective of which shall be identification, evaluation, monitoring and minimization of identifiable risks. The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. Risk Management Policy is also to ensure the compliance of the legal laws, wherever applicable. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

APPLICATION

This policy applies to all areas of the Company’s operations.

IMPLEMENTATION :

The Board of Directors of the Company and the Audit Committee shall periodically review and evaluate the risk management system of the Company so that the management controls the risks through properly defined network.

Head of Departments shall be responsible for implementation of the risk management system as may be applicable to their respective areas of functioning and report to the Board and Audit Committee.

Identification of Risks:

Among various risks, some of the risks as identified by the company includes business operations risk, foreign exchange risks, natural disasters risks, liquidity risks, human resources risk, legal risks, systems risks etc. The Company adopts a specific strategy to deal with these risks.

ROLE OF THE BOARD

The Board will undertake the following actions to ensure risk is managed appropriately:

1. The Board shall be responsible for framing, implementing and monitoring the risk management plan for the company.

2. The Board shall define the roles and responsibilities of the Heads of Departments for risk management and may delegate monitoring and reviewing of the risk management plan to the Committee and such other functions as it may deem fit.

3. Ensure that the appropriate systems for risk management are in place.

4. The independent directors shall help in bringing an independent judgment to bear on the Board’s deliberations on issues of risk management and satisfy themselves that the systems of risk management are robust and defensible;

5. Participate in major decisions affecting the organization’s risk profile;

6. Have an awareness of and continually monitor the management of strategic risks;

7. Be satisfied that processes and controls are in place for managing less significant risks;

8. Be satisfied that an appropriate accountability framework is working whereby any delegation of risk is documented and performance can be monitored accordingly;

9. Ensure risk management is integrated into board reporting and annual reporting mechanisms;

REVIEW:

Risk Management Policy may be reviewed by the Board of Directors, from time to time and the Board shall ensure that risk management systems are reviewed at least once in a year.