CODE OF CONDUCT

Introduction
The Board of Directors (The “Board”) of Kesar Terminals and Infrastructure Limited (the “Company”) have adopted the following Code of Conduct and Ethics (the “Code”) to ensure compliance with the requirement of Clause 49 of the Listing Agreement entered into with Stock Exchanges.

The Code is applicable to the following persons, referred to as "Officer(s)"

All Directors of the Company.
Senior Executives one level below the executive directors, including all functional heads.

Objective
The main purpose of the Code is to provide highest standards of professionalism and commitment backed by ethical business practices and compliance with the applicable laws, rules and regulations. The matters covered in this Code are of utmost importance to the Company, its shareholders and its business partners and are essential to the Company for carrying on its operations in a fair and transparent manner.

This Code lays down the standards of conduct that shall apply to its directors and all employees of the Company and shall come into force from the listing of the securities on the Stock Exchange.

The Officer(s) shall manage / protect the use of “Kesar / KTIL" trademark / brand in the manner authorised and in the best interest of the Company.

PROTECTION OF KESAR / KTIL BRAND

CONFLICT OF INTEREST

In the event that an actual or apparent conflict of interest arises between personal and professional relationship of an Officer(s), the Officer(s) involved is required to handle such conflict of interest in an ethical manner such that it is not detrimental to the Company’s interest.

The assets of the Company should be employed for the purpose of conducting the business of the Company and not for any other purpose. No Employee or Officer(s) shall use the Company’s property, information or position for personal gain.

SAFEGAURDING COMPANY'S ASSETS

INSIDER TRADING

The Officer(s) shall have to comply with the Code of Conduct for Prevention of Insider Trading adopted by the Company.

The Company shall strive to provide each employee / worker with a safe and healthy work environment. All efforts shall be made to maintain a safe and healthy workplace by following all safety and health rules and practices.

HEALTH & SAFETY

REPORTING CONCERNS

The Officer(s) shall promptly report to the Board any actual or possible violation of this Code or an event he/she becomes aware of the fact that could affect the business or reputation of his / her or of the Company.

The Officer(s) of the Company shall comply with all applicable laws, regulations, rules and regulatory orders. This would include acquiring appropriate knowledge of the requirements relating to their duties sufficient to enable them to recognize potential dangers and shall be free to seek Legal advice on timely basis.

COMPLIANCE WITH APPLICABLE LAWS

CONFIDENTIALITY

The Officer(s) shall maintain confidentiality of information entrusted to them by the Company or any other information about the Company that comes to them except when disclosure is duly authorised or required by any law or regulation.

All Officer (s) shall report at the end of each year affirming due compliance of this Code.

COMPLIANCE PRODEDURE

AMENDMENT & WAIVERS

The Code may be amended, modified in consultation with the Board, subject to appropriate applicable provisions of law, rules, regulations and guidelines for the time being in force. Any waiver of any provision of this Code shall be in writing by the Company’s Board.

The Officer(s) of the Company would adhere to this Code in carrying out their duties for the Company. In the event of non-compliance with the Code, it is left to the discretion of the Board to take appropriate action against the person who has violated the Code. This discretion, however, will not be exercised arbitrarily and regard will be had to various factors such as the nature and circumstances of each case, the severity and impact of the non-compliance, whether the intention of the accused was mala fide, etc.

DISCIPLINARY ACTIONS

RELATIONSHIP WITH SOCIETY COMMUNITY

The brief responsibilities under this head shall be to:

Comply with the rules and regulations applicable for protection of the environment in which it operates.
Ensure that the business activities are carried out in a manner in which harmony is maintained with the global environment; and
Contribute to the society through business activities of the Company by actively participating in activities such as cultural, sports and events for the enrichment of the society.

The Independent Directors shall:

undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the Company.
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.
strive to attend all meetings of the Board of Directors and of the Board Committees of which he is a member.
participate constructively and actively in the Committees of the Board in which they are Chairpersons or Members.
strive to attend the General Meetings of the Company.
where they have 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.
keep themselves well informed about the Company and the external environment in which it operates.
not to unfairly obstruct the functioning of an otherwise proper Board or Committee of the Board;
pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure themselves that the same are in the interest of the Company.
ascertain and ensure that the company has an adequate and functional vigil mechanism and to ensure that the interests of a person who uses such
mechanism are not prejudicially affected on account of such use;
report concerns about unethical behaviour, actual or suspected fraud or violation of the company’s Code of Conduct or ethics policy;
acting within his authority, assist in protecting the legitimate interests of the Company, Shareholders and its Employees;
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.

DUTIES OF INDEPENDENT DIRECTORS

DISCLAIMER

This Code is not intended to and does not create any right in any way in Clients, Shareholders Suppliers and other person or entity. It is a Code that shall govern the Officer(s) of the Company so that the duties are carried in a fair, transparent and ethical manner.