Investors Relations



 

TUMUS ELECTRIC CORPORATION LTD.


Code of Conduct for Directors and Members of Senior Management

Preface
This Code of Ethics / Conduct intends to ensure adherence to highest business and ethical standards while conducting the business of the Company and compliance with the legal and regulatory requirements, including compliance of rules and regulations framed by the Securities and Exchange Board of India (SEBI) and other statutory and regulatory authorities. The Company values the ethical business standards very highly and intends adherence thereto in every segment of its business.

Applicability
This code of conduct shall apply to the directors and members of the senior management of Tumus Electric Corporation Ltd. (referred to hereinafter the Company). For this code, members of the senior management (hereinafter referred to as `senior managers') shall mean those personnel of the company, who are members of the core management team, Directors and senior managers shall observe the highest standards of ethical conduct and integrity and shall work to the best of their ability and judgment. Directors and senior managers shall be governed by the rules and regulations of the company as are made applicable to them from time to time. Directors and senior managers shall affirm compliance with this code on an annual basis as at the end of each financial year.

Code of conduct:
  1. to act in accordance with the highest standard of personal and professional integrity, honesty and ethical conduct in the discharge of duties and promote professionalism in the Company;
  2. to observe and guide the Company in maintaining highest degree of Corporate Governance;
  3. to stay abreast of the affairs of the Company and be kept informed of the Company's compliance with relevant laws, rules and regulations;
  4. to exercise independent judgment on issue of strategy, performance, policy matters, etc.;
  5. to maintain confidentiality of the Company's business;
  6. to observe the Code of Conduct for Prevention of Insider Trading and to strictly abide with all disclosure norms prescribed under the SEBI (Prohibition of Insider Trading ) Regulations, 1992, as may be amended from time to time;
  7. to make disclosures to the Board relating to all material, financial and commercial transactions, if any, where they have personal interest, that may have a potential conflict with the interest of the Company at large;
  8. to avoid, in his official capacity, from entering into business with (a) a relative or (b) a private limited company in which he or his relative is a member or a director or (c) a public limited company in which he or his relative hold 2% or more of the paid-up share capital and (d) with a firm in which the relative is a partner, except with the prior approval of the Board, unless otherwise permitted by law. The term 'relative' shall mean 'relative' as defined in Section 2 (41) and Section 6 read with Schedule 1A to the Companies Act, 1956.
  9. to avoid having any personal and/or financial interest in any business dealing concerning the Company;
  10. to avoid any dealing with a contractor or supplier that compromises the ability to transact business on a professional, impartial and competitive basis or that may influence discretionary decision to be made by the Board members/Company;
  11. not to hold any position or job or engage in outside business that is prejudicial to the interests of the Company;
  12. not to exploit for their own personal gain, opportunities that are discovered through use of corporate property, information or position, unless the opportunity is disclosed fully in writing to the Board of Directors of the Company and the Board declines to pursue such opportunity and allows him to avail such opportunity that is perceived as intended, directly or indirectly to influence any business decision;
  13. not to seek or accept, directly or indirectly, any gift from anyone having business dealings with the Company;
  14. not to make any statement which has the effect of adverse criticism of any policy or action of the Government or of the Company or which is capable of embarrassing the relations between the Company and the public including all the stakeholders. Provided that nothing in this Clause shall apply to any statement made or views expressed by a Board member, which are purely factual in nature and are not considered as confidential, in his official capacity or in due performance of the duties assigned to him;
  15. not to commit any offence involving moral turpitude; and to act in accordance with the highest standard of personal and professional integrity, honesty and ethical conduct in the discharge of duties and promote professionalism in the Company;
  16. to observe and guide the Company in maintaining highest degree of Corporate Governance;
  17. to stay abreast of the affairs of the Company and be kept informed of the Company's compliance with relevant laws, rules and regulations;
  18. Directors and senior managers shall ensure that they use the company's assets, properties and services for official purposes only or as per the terms of appointment.
  19. Directors and senior managers shall not receive directly or indirectly any benefit from the Company's business associates, which is intended or can be perceived as being given to gain favour for dealing with the company.
  20. Directors and senior managers shall ensure the security of all confidential information available to them in the course of their duties.
  21. No director or senior manager, other than the designated spokespersons shall engage with any member of press and media in matters concerning the company. In such cases, they should direct the request to the designated spokespersons.
  22. Directors and senior managers shall not engage in any material business relationship or activity, which conflicts with their duties towards the company.
  23. Senior managers shall not, without the prior approval of the managing director of the company, accept employment or a position of responsibility with any organization for remuneration or otherwise.
  24. The Code shall be reviewed from time to time for updation thereof. Any variation in the Code or any waivers from the provisions of the Code shall be approved by the Board and shall be disclosed on the Company's website.
  25. The Board shall have the powers to take necessary action in case of any violation of the code. For Tumus Electric Corporation Ltd.

Sd/-
Director


TERMS AND CONDITIONS OF APPOINTMENT OF INDEPENDENT DIRECTORS OF TUMUS ELECTRIC CORPORATION LIMITED (THE 'COMPANY')

  1. Appointment:
    The Company has adopted the requirements under the provisions of Companies Act, 2013 including Rules and Regulations made there under and the Listing Agreement, as modified, amended or substituted from time to time and as may be applicable with respect to appointment and tenure of Independent Directors. An Independent Director shall not be liable to retire by rotation in terms of the provisions of Companies Act, 2013. An Independent Directors will serve for not more than two terms of five years each on the Board of the Company. Appointment for the second term as an Independent Director shall be based on the recommendation of the Nominations & Remuneration Committee of the Board and subject to the approval of the Board of Directors (the 'Board') and of the Shareholders by way of special resolution. The re-appointment would be considered by the Board based on evaluation of the performance and further subject to satisfying the requisite criteria of Independence as specified in the Companies Act, 2013 and the Listing Agreement. The appointment is also subject to the maximum permissible Directorships that one can hold as per the provisions of the Companies Act, 2013 and the Listing Agreement. The term Independent Director should be construed as defined under the Companies Act, 2013 and the Listing Agreement.
  2. Committees:
    The Board may invite any of the Independent Directors for being appointed on one or more existing Board Committees or any such Committee that will be set up in the future. The appointment on such Committee(s) will be subject to the applicable provisions of the laws / regulations. The Board may reconstitute the composition of any/all the Committees, from time to time, and any such change shall be promptly communicated to the concerned Independent Director.
  3. Role and Duties:
    The role and duties of the Independent Directors will be those as prescribed under the Companies Act, 2013 including Rules and Regulations made there under, and Listing Agreement, as modified, amended or substituted from time to time and as may be applicable. There are certain duties prescribed for all Directors, both Executive and Non- Executive, which are fiduciary in nature and are broadly as under:

    • Director shall act in good faith in order to promote the objects of the Company for the benefit of its members as a whole and in the best interest of the Company and all its stakeholders.
    • Director shall discharge their duties with due and reasonable care, skill and diligence.
    • Director shall not involve in a situation in which they may have a direct or indirect interest that conflicts, or possibly may conflict, with the interest of the Company.
    • Director shall not achieve or attempt to achieve any undue gain or advantage either to themselves or to their relatives, partners or associates.
    • Director shall not unfairly obstruct the functioning of the Board or any Committee of the Board;
    • Director shall act within their authority and assist in protecting the legitimate interest of the Company, its shareholders, its employees and all other stakeholders;
    • Director shall abide by the 'Code for Independent Directors' as outlined in Schedule IV to the Companies Act, 2013
    • Director shall not disclose any confidential/privileged information of the Company, unless such disclosure is expressly approved by the Board or required by law;
  4. Remuneration:
    The Independent Directors will be paid such remuneration by way of sitting fees for attending meetings of the Board and its Committees as may be decided by the Board from time to time in accordance with the limits prescribed under the Companies Act, 2013 and rules made thereunder. The sitting fees payable to the Independent Directors for attending the meetings of the Board or any Committee thereof shall be as approved by the Board of Directors of the Company from time to time within the permissible limits as prescribed under the Companies Act, 2013 and rules made thereunder. The Independent Directors shall be entitled to receive profit related commission subject to approval of members of the Company.
  5. Reimbursement of Expenses:
    In addition to the remuneration described above, the Company shall reimburse actual cost incurred for travel, hotel and other incidental expenses incurred by the Directors for participation in the meeting of the Board and Committees thereof in the performance of their role and duties.
  6. Business Conduct and Ethics:
    The Independent Directors are required to comply with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 and the relevant provisions under the Companies Act, 2013, including amendments made thereto. Director's obligation to maintain confidentiality shall survive even after termination or cessation of directorship with the Company.
  7. Induction and Development: The Company shall, if required, conduct formal induction program for its Independent Directors which may include the following:
    • Board roles and responsibilities;
    • Company's vision, core values and ethics;
    • Familiarization with Company's management team and business operations;
    • Their roles, rights and responsibilities in the Company.

    The Company shall, 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 also arrange for their training as and when required.
  8. Performance Evaluation:
    The performance of all the Directors and the entire Board shall be evaluated annually. Evaluation of Independent Directors shall be done by the Board and criteria for evaluation shall be determined by the Nomination & Remuneration Committee of the Board. The appointment/re-appointment/continuation of Independent Directors on the Board shall be subject to the outcome of the yearly evaluation process.
  9. Disclosures, Conflict of Interest:
    The Independent Directors, during their tenure of appointment are expected to promptly notify the Company of any change in the other Directorships and also provide such other disclosures and information as may be required under the applicable laws. Upon becoming aware of any potential conflict of interest with the position of Independent Directors of the Company, they should promptly disclose the same to the Chairman/Chairperson and/or the Company Secretary. The Independent Directors, during the tenure of their appointment, should promptly provide a declaration to the Company under Section 149(7) of the Companies Act, 2013, upon any change in circumstances, which may affect the status as an Independent Director in addition to the annual disclosure.
  10. Termination:
    An Independent Director may resign from his/her position at any time by serving reasonable written notice to the Board of directors. Continuation of his/her appointment is contingent on his/her getting re-elected by the shareholders' in accordance with provisions of Companies Act, 2013 and the Articles of Association of the Company, from time to time in force. He/she will not be entitled to compensation if the shareholders do not re-elect him/her at any time.

    The appointment of Independent Directors may also be terminated or ceased in accordance with the provisions of the laws applicable to the Company and Articles of Association of the Company from time to time in force.
  11. Changes in Personal details:
    During the tenure of appointment, the Director shall promptly inform the Company Secretary or the Registrar of Companies in the prescribed manner of any change in address or contact details or personal details provided to the Company at the time of appointment.
  12. General:
    The appointment of Independent Directors is governed by and will be interpreted in accordance with Indian law and is subject to the provisions of the Companies Act, 2013, Listing Agreement as amended, modified or replaced by the statutory bodies including Securities and Exchange Board of India, Ministry of Corporate Affairs, etc.


Note: These are the general terms and conditions of appointment of Independent Directors which are subject to modification / amendment.