Within the limits of its philosophy, Keventer Agro Ltd. has set a certain code of corporate governance. The specific code of conduct attempts to set forth the guiding principles on which the company operates. Keventer Agro Ltd. is always careful to maintain transparency in company’s each and every policy. The Company is committed in all its actions to the interest of the countries where it operates and is engaged in activities like export, sales, promotion, development et al.

Philosophy of the Code

• Adherence to the highest standards of honest and ethical conduct
• Proper and ethical procedures in dealing with actual or apparent conflicts of interest between personal and professional relationships
• Compliance with applicable laws, rules and regulation
• Addressing the misuse or wastage of Company’s assets
• Highest amount of confidentiality outside and within the Company in certain matters

General Standards of Conduct

All directors, members, core management are supposed to practice good judgement, ensure interests, safety welfare of customers and employees. They should behave honestly and diligently while discharging from duties. The employees and the official should treat every matter with utmost care.

These rules are stringent and applicable in certain areas like:

• Office premises during working hours
• Offsite locations where business is being conducted whether in India or abroad
• At all Company sponsored business, export or import procedures and social events or at any other place where they act as representatives of Keventer Agro Ltd.

Conflict of Interest

Conflict of interest occurs when the personal interest of any member from the senior management team comes into direct encounter with the interest of the organization. This conflict can arise in numerous situations. The conflict therefore should be handled maintaining specific guidelines as per the rules.

Conflict of Employment

The members of the core management are entitled to devote their full attention to the business interest of the Company. The members are hence prohibited to get attached to any kind of activity that hampers their profession and performance and responsibility.

Business Interest Conflict

Business Interest Conflict is a major concern for any organization. Keventer Agro Ltd. has set proper guidelines for members of the Board of Directors and the management staffs so that their actions or decisions do not affect the interest of the Company in anyway.

• Ability to influence the Company’s decisions should be judged properly
• Member’s access to confidential information is barred in certain cases
• Member’s access to the other entity, and the nature of the relationship between the Company and the customer, supplier or competitor should be considered in determining whether a conflict exists
• Additionally, the members of the management team or the board of directors should disclose to the company any interest that they have which may come in conflict with the Company

Applicable Laws

The Directors of the Company and the Core Management must comply with applicable laws, regulations, rules and regulatory orders. They should report any inadvertent non - compliance, if detected subsequently, to the concerned authorities.

Disclosure Standards

The Company shall make full, fair, accurate, timely and meaningful disclosures in the periodic reports required to be filled with Government and Regulatory agencies. The members of Core Management of the Company shall initiate all actions deemed necessary for proper dissemination of relevant information to the Board of Directors, Auditors and other Statutory Agencies, as may be required by applicable laws, rules and regulations.

Usage of Company assets

Each member of the Board of Directors and the Core Management has a duty to the Company to deal with the Company resources and assets with proper care. Members of the Board of Directors and Core Management are prohibited from doing certain things, such as:

• Using Corporate property, information or position for personal gain
• Soliciting, demanding, accepting or agreeing to accept anything of value from any person while dealing with the Company’s assets and resources
• Acting on behalf of the Company in any transaction in which they or any of their relative(s) have a significant direct or indirect interest

Corporate Governance Practices

Keventer Industries ltd. encourages healthy corporate governance practices. Each member of the Board of Directors and Core Management of the company should maintain and practice all the guidelines mentioned.