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CODE OF BUSINESS CONDUCT AND ETHICS FOR BOARD MEMBERS OF NRDC

The Board of Directors of the company will formulate the code of conduct for the Directors and senior Management Personnel and while doing so the code of conduct would, inter alia, include the following: 


1.    Act in the best interests of, and fulfil their fiduciary obligations to the Company 

2.    Act honestly, fairly, ethically and with integrity; 

3.    Conduct themselves in a professional, courteous and respectful manner and not take improper advantage of the position of Director; 

4.    Act in a socially responsible manner, within the applicable laws, rules and regulations, customs and traditions of the countries in which the Company operates. 

5.    Comply with communication and other policies of the Company; 

6.    Act in good faith, responsibly, with due care, competence and diligence, without allowing their independent judgment to be subordinated; 

7.    Not to use the Company’s property or position for personal gain; 

8.    Not to use any information or opportunity received by them in their capacity as Directors in a manner that would be detrimental to the Company’s interests; 

9.    Act in a manner to enhance and maintain the reputation of the Company; 

10.    Disclose any personal interest that they may have regarding any matters that may come before the Board and abstain from discussion, voting or otherwise influencing a decision on any matter in which the concerned Director has or may have such an interest; 

11.    Abstain from discussion, voting or otherwise influencing a decision on any matters that may come before the board in which they may have a conflict or potential conflict of interest; 

12.    Respect the confidentiality of information relating to the affairs of the Company acquired in the course of their service as Directors, except when authorized or legally required to disclose such information; 

13.    Not to use confidential information acquired in the course of their service as Directors for their personal advantage or for the advantage of any other entity; 

14.    Help create and maintain a culture of high ethical standards and commitment to compliance; 

15.    Keep the Board informed in an appropriate and timely manner any information in the knowledge of the member which is related to the decision making or is otherwise critical for the company. 

16.    Treat the other members of the Board and other persons connected with the Company with respect, dignity, fairness and courtesy. 

17.    Act in accordance with the articles of association of the Company.

18.    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 interests of Company, its employees, the shareholders, the community and for the protection of environment.

19.    Exercise his/her duties with due and reasonable care, skill and diligence and shall exercise independent judgment.

20.    Not achieve or attempt to achieve any undue gain or advantage either to himself/herself or to his/her relatives, partners, or associates and if found guilty of making any undue gain, he/ she shall be liable to pay an amount equal to that gain, to the Company.

21.    Not assign his/her office and any assignment so made shall be void.

22.    Act objectively and constructively while exercising his/her duties;

23.    Exercise his/her responsibilities in a bona fide manner in the interest of the Company;

24.    Devote sufficient time and attention to his/her professional obligations for informed and balanced decision making;

25.    Not allow any extraneous considerations that will vitiate his/her 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;

26.    Refrain from any action that would lead to loss of his/her independence;

27.    Where circumstances arise which make him/her lose independence, he/she must immediately inform the Board accordingly;

28.    Assist the Company in implementing the best corporate governance practices.

29.    Undertake appropriate induction and regularly update and refresh his/her skills, knowledge and familiarity with the Company;

30.    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;

31.     strive to attend all meetings of the Board of Directors and of the Board committees of which he/she is a member;

32.    participate constructively and actively in the committees of the Board in which he/she is chairpersons or members;

33.    strive to attend the general meetings of the Company;

34.    where he/she has 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;

35.    keep himself/ herself well informed about the Company and the external environment in which it operates;

36.    not to unfairly obstruct the functioning of an otherwise proper Board or committee of the Board;

37.    pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure himself/ herself that the same are in the interest of the Company;

38.    ascertain and ensure that the Company has and continues to have an adequate and functional vigil mechanism and to also ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use;

39.    report concerns about unethical behaviour, actual or suspected fraud or violation of the Code of Conduct ;

40.    acting within his/her authority, assist in protecting the legitimate interests of the Company, shareholders and its employees;

41.    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.

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