Code of Conduct-Board Meeting and Shareholder Meeting

INTRODUCTION

The purpose of this Code of Conduct (hereinafter referred to as “Code” or “WISL – Code of Conduct”) is to conduct the business of the Company in accordance with the applicable laws, rules, and regulations and with the highest standard of ethics and values. The matters covered in this Code are of utmost importance to the Company, shareholders and other stakeholders. This Code shall come into force with immediate effect.

Each and every Director and Officer (as defined herein below) shall be duty-bound to follow the provisions of this Code in letter and spirit. Any instance of non-compliance of any of the provisions shall be a breach of ethical conduct and shall be viewed seriously by the Company. Accordingly, the Director and Officer (as defined herein below) are expected to read and understand this Code and uphold these standards in their business dealings and activities.

This model code of conduct for Directors and Senior Management personnel is a guide to help Directors on the Board & Senior Management team of the company to live up to the companies ethical standards.

APPLICABILITY

This Code of Conduct applies to the following:

1. All Members of the Board of Directors of the Company; (hereinafter referred to as the “Directors”)

2. Following Personnel’s  / Senior Manager Personnel’s of the Company

a. Chief Executive Officer;

b. Company Secretary / Compliance Officer;

c. Head of Finance function (by whatever designation called);

d. All Departmental/Functional heads of different functions of the Company. (By whatever designation they are called, hereinafter referred to as “Officers”)

e. All members of management one level below the executive directors.

Nothing in this Code, in any company policies and procedures, or in other related communications (verbal or written), creates or implies an employment contract or term of employment.

Directors and Officers should sign the acknowledgment form at the end of this Code and return the form to the HR department indicating that they have received, read and understood, and agree to comply with the Code. Directors and Officers will be asked to sign an acknowledgment at the commencement of each financial year indicating their continued understanding of the Code.

PURPOSE

The prime purpose of the Code of Conduct is to create an environment where all the Directors and Officers of the Company maintain an ethical standard and compliance to the ethical standards that are laid down. This code of conduct will act as guideline to all to:

  • Promote honest and ethical conduct.
  • Maintain a corporate climate in which the integrity and dignity of each individual is valued and promoted.
  • Assure compliance with laws, rules and regulations that govern the Company’s business activities; and
  • Assure the proper use of the Company’s assets.

This Code does not specifically address every potential form of unacceptable conduct, and it is expected that the Directors and Officers of the Company will exercise good judgment in compliance with the principles set out in this Code. The Directors and Officers of the Company have a duty to avoid any circumstance that would violate the letter or spirit of this Code.

GUIDELINES

This Code does not specifically address every potential form of unacceptable conduct, and it is expected that the Directors and Officers of the Company will exercise good judgment in compliance with the principles set out in this Code. The Directors and Officers of the Company have a duty to avoid any circumstance that would violate the letter or spirit of this Code.

  1. Comply with all applicable laws, rules, regulations, confidentiality obligations and other corporate policies of the Company.
  2. Follow all policies, procedures and internal control systems of the Company.
  3. Act honestly, in good faith and in the best interest of the Company.

HONEST AND INTEGRITY

We expect all the Directors and Officers to act in accordance with the highest standards of personal and professional integrity, honesty and ethical conduct, while working at the Company’s premises, at offsite locations, at Company’s sponsored business and social events, and/or at any other place where the Director and Officer represent the Company. We consider honest conduct to be conduct that is free from fraud and/or deception. We consider ethical conduct to be conduct conforming to the accepted professional standards of conduct. Ethical conduct includes ethical handling of actual or apparent conflicts of interest as specified below between personal and professional relationships.

CONFLICT OF INTEREST

General Guidance

The Directors and senior management personnel are expected to avoid and disclose any activity orassociation that creates or appears to create a conflict between the personal interests and theCompany’s business interests. A conflict of interest exists where the interests or benefits of oneperson or entity conflict with the interests or benefits of the Company.Relationships with prospective or existing clients, syndicates, associates, advisors, competitors orregulators must not affect the independent and sound judgment on behalf of the Company.

Generalguidelines to better understand several of the most common examples of situations that may cause aconflict of interest are listed below. Directors & the senior management personnel are required todisclose 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.      

(a) Related Parties :

As a general rule, Director and Officer before conducting Company business with a relative and/or with a business in which a relative is associated in any significant role, must disclose their interest before the Board of Directors of the Company and take their prior approval for the same.

(b) Outside Employment :

Executives Directors and Senior Management personnel shall not work foror receive payments forservices from any clients, syndicates, associates, advisors, competitors of the Company without approval ofthe Board. Any outside activity must be strictly separated from the company’s employment andshould not harm job performance at the company. The Executive Directors and the SeniorManagement personnel shall devote themselves exclusively to the business of the Company and shallnot accept any other work or assignment (part‐time or otherwise).

(c) Board Memberships :

Acceptance of directorship on the board of other companies, which compete, with the Companyamounts to conflict of interest. Helping the community by serving on Boards of non‐profit or welfareorganizations is encouraged, and does not require prior approval.

(d) Gifts (Gifts are not always physical objects – they might also be services, favors orother items of value.) :

The Directors and Senior Management personnel shall not accept lavish gifts or gratuities or anyoffer, payment, promise to pay, or authorization to pay any money, or anything of value that couldbe interpreted to adversely affect business decisions or likely to compromise their personal orprofessional integrity. Gift items of nominal value, such as small promotional items bearing anothercompany’s name, business meals, gifts received because of personal relationships and not because ofofficial position, mementos received because of attending a widely held gatherings as panelist /speaker and other customary gifts are allowed.Gifts on behalf of the Company ‐Some business situations call for giving gifts. These gifts shall belegal, reasonable. Directors and senior Management personnel shall not pay bribes.

(e) Investments :

Directors and Senior Management personnel may not allow their investments to influence, or appearto influence, their independent judgment on behalf of the Company. This could happen in manyways, but it is most likely to create the appearance of a conflict of interest if a Director or SeniorManager has a significant investment in a competitor, supplier, customer, or distributor and hisdecisions may have a business impact on this outside party.

(f) Diversion of Business :

Directors and Senior Management personnel shall not divert business opportunities of the Company,by exploiting for their own personal gain. However the Directors and Senior Management personnelcan pursue such business opportunities once they are fully disclosed to the company and thecompany declines to pursue such opportunities.

(g) Use of Company’s assets :

The assets of the Company shall be used for legitimate business purposes and shall not be used forpersonal purposes. Incidental personal use, if reasonable, does not amount to violation of the code.

(h) Corporate opportunities :

Director and Officer shall not exploit for their own personal gain, opportunities that are discovered through the use of Company property, information or position, unless the opportunity is first disclosed in writing to the Company’s Board of Directors.

(i) Others :

It would be impracticable to attempt to list all possible conflict of interest situations and it is possiblethat other such situations, which are not enumerated above, may arise. All such situations, whicharise any questions or doubts, may please be brought to the notice of the Board for appropriatedecision.

Every Director and Officer who is required to make a disclosure as mentioned above shall do so, in writing, to his or her immediate superior, who shall forward the information along with comments to the person designated for this purpose by the MD/CEO, who in turn will place it before the MD/CEO and/or the Board of Directors/executive committee appointed by the Board and, upon a decision being taken in the matter, the employee concerned will be required to take necessary action as advised to resolve/avoid the conflict.

If a Director or Officer fails to make a disclosure as required herein, and the management of its own accord becomes aware of an instance of conflict of interest that ought to have been disclosed by the employee, the management shall take a serious view of the matter and consider suitable disciplinary action against the employee.

INSIDER TRADING

Directors and Officers should observe all applicable laws and regulations including the Company policies and Codes as applicable to them with respect to the purchase and sale of the Company’s securities.

The Directors or Officers of a Company and his or her immediate family shall not derive any benefit or assist others to derive any benefit from access to and possession of Price Sensitive information about the Company or the Group.

An employee of a company shall not use or proliferate price sensitive information which is not available to the investing public and for making or giving advice on investment decisions on the securities of the Company on which such Price Sensitive information has been obtained. Such Price Sensitive information shall include (but not limiting) the following:

  • Acquisition and divestiture of businesses or business units;
  • Financial Information such as profits, earnings and dividends;
  • Announcement of new projects or developments;
  • Asset revaluations;
  • Investment decisions/plans including raising finances;
  • Restructuring plans;
  • Major MOUs and JV Agreements;

CONFIDENTIAL INFORMATION

The Directors and Senior Management Personnel should maintain confidentiality of information entrusted to them in carrying out their duties and responsibilities. The matters discussed at the Board/Committee Meetings must not be disclosed outside appropriate and reasonable circles. The Company’s confidential and proprietary information shall not beinappropriately disclosed or used for the personal gain or advantage of any Director. These obligations apply not only during a Director’s term, but thereafter as well unless said information becomes public.

FAIRDEALING

The Directors and Senior Management Personnel should endeavor to deal fairly and not seek to take unfair advantage of the Company through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing.

LEGAL COMPLIANCE

The Directors andSenior Management personnel shall acquire appropriate knowledge of the legal requirementsrelating to their duties sufficient to enable them to perform their obligations diligently. The Directorsand Senior Management personnel shall also comply with the internal policies and procedures of theCompany to the extent applicable to them including but not limited to compliance with Prohibition ofInsider trading policy of the company.

Violations of applicable governmental laws, rules and regulations may subject Director and Officer to individual criminal and/or civil liability. Such individual violations may also subject the Company to civil and/or criminal liability and/ or the loss of business.

In addition, if any Director becomes aware of any information that he believes constitutes evidence of a material violation of any securities or other laws, rules or regulations applicable to the Company or the operation of its business, by the Company, any employee or another Director, then such Director should bring such information to the attention of the Chairman of the Audit Committee.

DUTIES OF DIRECTORS

Every Director of the Company shall endeavour to comply with the provisions of Section 166 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, relating to the duties of directors.

In  addition,  Independent  Directors  shall  also  perform  the  duties  as  prescribed  in Schedule IV to the Companies Act, 2013, as amendedfrom time to time.

DISCLOSURES

Company’s policy is to provide full, fair, accurate, timely and understandable disclosure in reports and documents that Company file with, or submit to, the stock exchange, SEBI and/or any other government agency and in all other public communications made by the Company. Company’s Directors and Officers have the general responsibility for preparing such filings and communications and shall ensure that the same shall conform to all applicable laws and regulations.

ACCOUNTING AND REPORTING

All the Directors and Officers of the Company are expected to follow the Company’s Accounting Policies. All accounting records should accurately reflect and describe corporate transactions. The recordation of such data must not be falsified or altered in any way to conceal or distort assets, liabilities, revenues, expenses or the nature of the activity.

All public disclosures made by the Company, including disclosures in reports and documents filed with or submitted to the Statutory Authorities shall be accurate and complete in all material respects. All the Directors & Officers are expected to carefully consider all inquiries from the Company related to the disclosure requirements and promptly supply complete and accurate responses.

NON-COMPLIANCE

Suspected violations of this Code may be reported to the Chairman of the Board or theChairman oftheAudit  Committee.  All reported violations shall be  appropriatelyinvestigated. Any waiver of this Code must be approved by the Board of Directors andpublicly disclosed if required by any applicable law or regulation

AMENDMENT TO THE CODE

Weare committed to continuously reviewing and updating our policies and procedures to meetthe requirements of any relevant statute or the business interest of the Company. Therefore,this Code is subject to modification. Any amendment or waiver of any provision of this Codeshall be approved in writing by the Company’s Board of Directors and promptly disclosed on theCompany’s website and in applicable regulatory filings pursuant to applicable laws andregulations, together with details about the nature of amendment or waiver.

AFFIRMATIONTO THE CODE

Every members of board of directors and senior management personnel shall provide in writing affirmation on annual basis affirming compliance with the provisions of this Code as per “Annexure I”within 7 days of closure of every financial year.

Every members of board of directors and senior management personnel shall provide in writing affirmation on appointment to board of directors or senior management personnel as per “Annexure II”.

By order of the Board
For Wherrelz IT Solutions Limited

ANNEXURE – I

ANNUAL AFFIRMATION OF COMPLAINCE WITH “WISL- CODE OF CONDUCT”

To,
Chief Executive Officer / Company Secretary,
Wherrelz IT Solutions Limited
Plot No. 15, Road 10, Sec -1,
New Panvel East, Navi Mumbai,
Raigarh – 410 206

Dear Sir / Madam,

I, Mr./Mrs./Ms. _____________________, __________ (Designation) do hereby solemnly affirm, to the best of my knowledge and belief, that I have fully complied with the provisions of the “WISL – Code of Conduct” for Board Members and Senior Managing Personnel, during the year ended 31st March, ____________.

Signature:
Name:
Designation:
Place:
Date: