COMPLIANCE ACTION REQUIRED
This document requires immediate Director acknowledgment. Key updates include: (1) Enhanced whistleblower protections, (2) ESG oversight responsibilities, (3) Digital governance protocols, and (4) Updated regulatory references. All Directors must submit annual compliance affirmation by December 31.
DIRECTOR'S PERSONAL COMPLIANCE NOTICE
As a Director of Kisaan Infotech Limited, you are personally responsible for understanding and adhering to this Code. Violations may result in regulatory penalties, disqualification, and personal liability. This document supersedes all previous versions and must be read in conjunction with the Company's Whistleblower Policy, Insider Trading Code, and Sexual Harassment Policy.
1
PREAMBLE & GOVERNANCE FRAMEWORK
Regulatory Reference: Companies Act, 2013 (Section 149); SEBI LODR Regulations (Regulation 17(5)); SEBI (Prohibition of Insider Trading) Regulations, 2015
This Code of Conduct ("Code") establishes the ethical and professional standards for Directors of Kisaan Infotech Limited ("Company"). It is formulated pursuant to:
- Companies Act, 2013, and the Companies (Appointment and Qualification of Directors) Rules, 2014
- SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended
- SEBI (Prohibition of Insider Trading) Regulations, 2015
- Digital Personal Data Protection Act, 2023
- Global best practices in corporate governance
The Code aims to ensure Directors uphold the highest standards of integrity, accountability, and transparency while discharging their fiduciary duties.
2
APPLICABILITY & SCOPE
This Code applies to all Directors of the Company, including:
- Executive Directors (Whole-time, Managing, Executive)
- Non-Executive Directors
- Independent Directors (must additionally comply with Schedule IV of Companies Act, 2013)
- Alternate Directors
- Additional Directors
- Women Directors (with additional responsibilities under POSH Act, 2013)
Note: This Code extends to Director conduct in both physical and digital environments, including social media, virtual meetings, and electronic communications.
3
FIDUCIARY DUTIES & RESPONSIBILITIES
3.1 FIDUCIARY OBLIGATIONS
Directors shall, at all times:
- Act in good faith and in the best interests of the Company, prioritizing long-term sustainable value creation
- Exercise due care, skill, and diligence expected from a person of their knowledge and position
- Exercise independent judgment while making decisions
- Avoid and disclose any conflict of interest between personal interests and Company interests
- Protect and preserve Company assets, including intellectual property and data
3.2 COMPLIANCE OBLIGATIONS
Directors shall ensure:
- Full compliance with all applicable laws, rules, regulations in India and jurisdictions where Company operates
- Adherence to Memorandum and Articles of Association of the Company
- Implementation of decisions made by Board and shareholders
- Periodic review of regulatory compliance status across operations
3.3 BOARD PARTICIPATION & PREPARATION
Directors shall:
- Attend and actively participate in Board and Committee meetings (minimum attendance as per statutory requirements)
- Prepare adequately by reviewing agenda, background materials, and seeking clarifications in advance
- Contribute constructively to discussions and decision-making
- Devote sufficient time to understand Company's business, risks, and opportunities
- Attend training programs on corporate governance, regulatory updates, and sector developments
4
CONFLICT OF INTEREST & DISCLOSURES
4.1 DISCLOSURE REQUIREMENTS
Directors shall immediately disclose:
- Any direct or indirect interest in contracts/arrangements with the Company (Form DIR-8)
- All material financial interests (exceeding ₹5 lakhs or 2% of turnover, whichever is lower)
- Annual declarations at beginning of financial year and updates within 30 days of change
- Relationships with entities transacting with Company
- Any position held in other companies/entities
Voting Restriction: Directors shall abstain from discussion and voting on matters where conflict exists.
4.2 RELATED PARTY TRANSACTIONS UPDATED
- All Related Party Transactions must be at arm's length and compliant with Companies Act and SEBI LODR
- Prior Audit Committee approval required for material RPTs
- Complete disclosure in financial statements and Board reports
- No undue personal benefit from position as Director
5
CONFIDENTIALITY & INFORMATION SECURITY EXPANDED
Directors shall maintain strict confidentiality of all non-public information:
- Not disclose confidential information to third parties without Board authorization
- Use information solely for legitimate Company purposes
- Comply strictly with SEBI Insider Trading Regulations - no trading during prohibited periods
- Safeguard physical and digital information assets
- Report immediately any suspected data breach or security incident
- Comply with Digital Personal Data Protection Act, 2023 requirements
Digital Communication Protocol: Use only approved encrypted channels for sharing sensitive information. Avoid discussing confidential matters on personal devices or unsecured networks.
6
CORPORATE OPPORTUNITIES & FAIR DEALING
- No diversion of business opportunities belonging to Company for personal gain
- Disclose to Board any opportunity that may interest Company
- No competition with Company's business interests
- Fair dealing with all stakeholders - no manipulation or misrepresentation
- No misuse of Company property, information, or position
7
ESG OVERSIGHT & SUSTAINABILITY NEW
Directors shall provide strategic oversight on Environmental, Social, and Governance aspects:
- Review and approve ESG policy and sustainability framework
- Monitor implementation of climate-related risk management
- Ensure diversity, equity and inclusion across organization
- Oversee human rights compliance in operations and supply chain
- Review annual Business Responsibility and Sustainability Report (BRSR)
- Promote circular economy and resource efficiency principles
8
FINANCIAL INTEGRITY & REPORTING
- Ensure accuracy and completeness of financial records and statements
- No manipulation or misrepresentation of financial information
- Compliance with Indian Accounting Standards and regulatory requirements
- Robust internal controls and risk management systems
- Timely disclosure of material events as per SEBI LODR
- Oversight of internal and statutory audits
9
DIGITAL GOVERNANCE & CYBERSECURITY NEW
Directors shall oversee the Company's digital transformation and cybersecurity posture:
- Approve and monitor cybersecurity policy and incident response plan
- Review quarterly cybersecurity threat assessments
- Ensure adequate investment in IT infrastructure and security
- Oversee data protection compliance and privacy-by-design implementation
- Monitor emerging technology risks (AI, blockchain, IoT)
10
STAKEHOLDER RESPONSIBILITIES
10.1 SHAREHOLDERS
- Equitable treatment of all shareholders
- Protection of shareholder rights and interests
- Transparent communication and timely disclosures
- Effective grievance redressal mechanism
10.2 EMPLOYEES UPDATED
- Promote respect, dignity, equal opportunity (no discrimination based on gender, caste, religion, disability)
- Ensure POSH Act compliance - zero tolerance for sexual harassment
- Maintain safe and healthy work environment
- Encourage professional development and talent retention
- Fair compensation and benefits structure
10.3 CUSTOMERS & BUSINESS PARTNERS
- Fair and ethical business practices
- Maintain quality standards in products/services
- Honor commitments and obligations
- Protect customer data privacy
10.4 COMMUNITY & ENVIRONMENT
- Promote Corporate Social Responsibility (2% compliance as per Companies Act)
- Environmentally sustainable operations
- Positive social impact in communities
- Responsible waste management and carbon footprint reduction
11
PROFESSIONAL DEVELOPMENT & TRAINING
Directors shall continuously enhance their effectiveness through:
- Annual training on governance, compliance, and sector trends
- Updates on regulatory changes and best practices
- Understanding of Company's business, risks, and technology
- Peer learning and director development programs
12
INDEPENDENCE OF INDEPENDENT DIRECTORS
Independent Directors shall maintain true independence in judgment and actions:
- No material pecuniary relationship with Company, promoters, or management
- Objective judgment on all Board matters
- Compliance with independence criteria under Companies Act and SEBI LODR
- Separate meetings without management presence at least annually
- Evaluation of Chairperson and Non-Independent Directors
13
REPORTING VIOLATIONS & WHISTLEBLOWER PROTECTION ENHANCED
Directors shall promote ethical culture and speak-up environment:
- Report immediately any Code violations to Audit Committee Chair
- Anonymous reporting channel available through ethics hotline/portal
- Strict non-retaliation policy for good faith reports
- Cooperate fully in investigations
- Maintain confidentiality of reporting and investigation process
Whistleblower Portal: https://ethics.kisaaninfotech.com | Hotline: 1800-XXX-XXXX (24x7) | Email: ethics@kisaaninfotech.com
14
CONSEQUENCES OF NON-COMPLIANCE
Violations may result in:
- Investigation by Board/Audit Committee/Nominated Director
- Censure, reprimand, or warning
- Suspension or removal from Board/Committee positions
- Legal action under applicable laws
- Reporting to regulatory authorities (SEBI, MCA, Stock Exchanges)
- Disqualification from directorship for specified period
15
ANNUAL AFFIRMATION & COMPLIANCE CERTIFICATION
All Directors shall:
- Acknowledge receipt and understanding of this Code
- Submit annual compliance affirmation by December 31 each year
- Disclose non-compliance immediately if occurs
- Certify independence (Independent Directors)
- Maintain record of affirmations for 8 years
16
AMENDMENTS, WAIVERS & DISCLOSURES
- Amendments require Board approval and shareholder notification
- No waiver for provisions required by law
- Public disclosure of Code and amendments on website
- Annual review by Nomination & Remuneration Committee
DIRECTOR ACKNOWLEDGMENT & COMPLIANCE CERTIFICATE
I hereby acknowledge that I have received, read, understood, and agree to comply with the Kisaan Infotech Limited Code of Conduct for Directors. I understand that violations may result in disciplinary action, including potential removal and legal consequences.
Director Name: _________________________________________
Director Identification Number (DIN): _______________________
Category of Directorship:
□ Executive □ Non-Executive □ Independent □ Woman Director
Signature: _______________________ Date: ___/___/_______
Submit to: Company Secretary, Kisaan Infotech Limited
Email: company.secretary@kisaaninfotech.com | Deadline: December 31, 2024
ADOPTED BY THE BOARD OF DIRECTORS
On: [Date of Board Approval]
Chairperson, Board of Directors
Chairperson, Audit Committee
For and on behalf of the Board of Directors of
Kisaan Infotech Limited