1. STANDARD FOR CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT TRADING BY INSIDER

2. GENERAL PROVISIONS

1. CORPORATE DISCLOSURE POLICY

a) To ensure timely and adequate disclosure of Undisclosed Price Sensitive Information (UPSI).

b) To ensure that all UPSI is handled on a need-to-know basis.

c) To ensure that UPSI is not shared for any reason, except in furtherance of legitimate purposes, performance of duties or discharge of legal obligations, or in any other manner permitted under the PIT Regulations

2. PROMPT PUBLIC DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION

a) UPSI shall be promptly disclosed and disseminated, in a uniform and universal manner, by the Company to the stock exchanges in terms of the disclosure policy approved by the Board no sooner than credible and concrete information comes into being in order to make such information generally available

b) The Company shall avoid selective disclosure of UPSI and, if any UPSI is disclosed selectively, inadvertently or otherwise, the Company shall promptly disseminate the UPSI to make it generally available.

c) The Company may also consider ways of supplementing information released to stock exchanges by improving investor access to their public announcements.

3. OVERSEEING AND CO-ORDINATING DISCLOSURE

a) The Company shall designate a senior officer as Chief Investor Relations Officer (“CIRO”).

b) The CIRO shall ensure that the presentations and discussions with analysts and investors is promptly disseminated to stock exchanges through Chief Compliance Officer and ported on the Company’s website for the benefit of other shareholders and to avoid selective disclosure.

c) The CIRO shall ensure that the information shared with analysts and research personnel is not UPSI.

d) As and when the Company organizes meetings with analysts, the CIRO shall ensure that the Company shall make a press release or post relevant information on its website after every such meet. The Company may also consider live web casting of analyst meets.

e) The CIRO shall also be responsible for developing best practices to make transcripts or records of proceedings of meetings with analysts and other investor relations conferences on the official website to ensure official confirmation and documentation of disclosures made.

4. RESPONDING TO MARKET RUMOURS

a) The Company shall ensure to provide appropriate and fair response to queries on news reports and request for verification of market rumours by stock exchanges as per the disclosure policy.

b) The Disclosure Committee of executives shall be responsible for deciding whether a public announcement is necessary for verifying or denying rumours and then making the disclosure.

5. MEDIUM OF DISCLOSURE/ DISSEMINATION

a) Disclosure/dissemination of information may be done through various media so as to achieve maximum reach and quick dissemination.

b) The Company shall ensure that disclosure to stock exchanges is made promptly

c) The Company may also facilitate disclosure through the use of their dedicated internet website.

d) The Company websites may provide a means of giving investors a direct access to analyst briefing material, significant background information and questions and answers.

e) The information filed by the Company with exchanges under continuous disclosure requirement may be made available on the Company website.

6. POLICY FOR DETERMINATION OF “LEGITIMATE PURPOSES”

a) “Legitimate purpose” shall include sharing of UPSI in the ordinary course of business on a need to know basis, by an insider with Designated Persons, partners, collaborators, lenders, merchant bankers, legal advisors, auditors, insolvency professionals or other advisors or consultants, provided that such sharing has not been carried out to evade or circumvent the prohibitions of the PIT Regulations.

b) Any person in receipt of UPSI pursuant to a legitimate purpose shall be considered an "insider" for purposes of the PIT Regulations and due notice shall be given to such person which would inter alia include the following: - (i) The information shared is in the nature of UPSI, confidentiality of such UPSI must be maintained, and such UPSI must not be disclosed by the recipient in any manner except in compliance with the PIT Regulations.

• 1) The recipient must not trade in the securities of the Company while in possession of UPSI.
• 2) The recipient shall obtain the Company’s prior written consent in case the information provided to such recipient is to be used by such recipient for a purpose other than the Legitimate Purpose for which the Company had provided the UPSI and, pursuant to such written consent, such other purpose would also be considered to be a Legitimate Purpose.

c) Any sharing of UPSI, other than in compliance with this Code, the Code of Conduct or the PIT Regulations, would be construed as a violation. In case of any violation, disciplinary action would be taken by the Company. The onus lies on the insider to prove to the contrary. Further, the Company shall intimate SEBI about such violations and further directions may be issued by SEBI.

d) In certain circumstances, sharing of UPSI may be construed as a violation of the PIT Regulations even while it is in pursuit of business interests of the Company. Further, in cases where a person who possesses UPSI is uncertain of whether the UPSI can be shared for a particular purpose, such person may seek clarifications from the Compliance Officer before sharing the information.

7. AMENDMENT

a) The Board reserves the right to amend or modify this Code in whole or part, in accordance with any regulatory amendment or notification or otherwise, at any time without assigning any reason whatsoever. Any such amended Code will be accordingly updated on the website of the Company.

b) The Company will also promptly intimate any amendment to this Code for Fair Disclosure to the stock exchanges, as required under the Regulations also disseminate on company's website.

1. Policy and Scope:

The Board of Directors (the “Board”) of Semitrone Conchem Limited (the “Company”) has adopted this Dividend Distribution Policy (the “Policy”) as required by Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”).

This Policy seeks to lay down a broad framework for the distribution of dividend by the Company whilst appropriately balancing the need of the Company to retain resources for the Company’s growth & sustainability. Through this policy, the Company also endeavors to maintain fairness and consistency while considering distributing dividend to the shareholders.

2. Objective:

The objective of this Policy is to establish the parameters to be considered by the Board of Directors of the Company before declaring or recommending dividend.

3. Circumstances under which the Shareholders may or may not expect dividend:

The Board of Directors of the Company, while declaring or recommending dividend shall ensure compliance with statutory requirements under applicable laws including the provisions of the Companies Act, 2013 and Listing Regulations. The Board of Directors, while determining the dividend to be declared or recommended shall take into consideration the advice of the management of the Company and the planned and further investments for growth apart from other parameters set out in this Policy.

The Board of Directors of the Company may not declare or recommend dividend for a particular period if it is of the view that it would be prudent to conserve capital for the then ongoing or planned business expansion or other factors which may be considered by the Board.

4. Parameters to be considered before recommending dividend:

The Board of Directors of the Company shall consider the following financial/internal parameters while declaring or recommending dividend to shareholders:

• Profits earned during the financial year
• Retained Earnings
• Mandatory transfer of Profits earned to specific reserves, such as Debenture Redemption Reserve, etc.
• Past dividend trends – rate of dividend, EPS and payout ratio, etc.
• Earning Stability
• Future Capital Expenditure requirement of the Company
• Accumulated reserves, including retained earnings
• Earnings outlook for next three to five years
• Expected future capital/liquidity requirements
• Any other relevant factors and material events

The Board of Directors of the Company shall consider the following external parameters while declaring or recommending dividend to shareholders:

• Environment: Significant changes in economic environment, materially affecting the businesses in which the Company is engaged.
• Regulatory changes: Introduction of new regulatory requirements or material changes in existing taxation or regulatory requirements, which significantly affect the businesses in which the Company is engaged.
• Technological changes: which necessitate significant new investments in any of the businesses in which the Company is engaged.

5. Utilization of Retained Earnings:

The Company shall endeavor to utilize the retained earnings in a manner which shall be beneficial to the interests of the Company and also its shareholders.

The Company may utilize the retained earnings for making investments for future growth and expansion plans, Long term strategic plans, Augmentation/ Increase in production capacity, for the purpose of generating higher returns for the shareholders or for any other specific purpose, as approved by the Board of Directors of the Company.

6. Parameters that shall be adopted with regard to various classes of shares:

The Company has issued only one class of shares viz. equity shares. Parameters for dividend payments in respect of any other class of shares will be as per the respective terms of issue and in accordance with the applicable regulations and will be determined, if and when the Company decides to issue other classes of shares.

7. Disclaimer

a) The Policy does not constitute a commitment regarding the future dividends of the Company, but only represents a general guidance regarding dividend policy. The statement of the Policy does not in any way restrict the right of the Board to use its discretion in the recommendation of the Dividend to be distributed in the year and the Board reserves the right to depart from the policy as and when circumstances so warrant.

b) Given the aforementioned uncertainties, prospective or present investors are cautioned not to place undue reliance on any of the forward- looking statements in the Policy.

1. OBJECTIVES:

To adopt a structured programme for orientation and training of Independent Directors at the time of their joining so as to enable them to understand the Company - its operations, business, industry and environment in which it functions.

To update the Directors on a continuing basis on any significant changes therein so as to be in a position to take well-informed and timely decisions.

The Company shall familiarize the Independent Director with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operate, business model of the Company etc, through various programmes. The detail of such familiarization programme shall be disclosed on the Company’s website and a web link thereto shall be given in the Annual Report.

2. ORIENTATION PROGRAMME UPON INDUCTION OF NEW DIRECTORS:

A familiarisation pack is handed over to the new inductee, which include the Company’s Corporate Profile, its Mission, Vision and Values Statement, Organisational structure, the Company’s history and milestones, latest Annual Report – Indian and U.S. GAAP, Code ofConduct applicable to Directors / employees of the Company, the ‘MIPL Code of Conduct for Prevention of Insider Trading and ‘MIPL Code of Corporate Disclosure Practices’ alongwith a summary on do’s and don’ts pertaining to Insider Trading issues and the latest Annual Reports on CSR and Sustainability. In case the inductee is also inducted on the Audit Committee, he is also handed the Audit Committee Charter, the Internal Audit Charter and the Whistle Blower Policy.

A detailed Appointment Letter incorporating the role, duties and responsibilities, remuneration and performance evaluation process, insurance cover, Tata Code of Conduct and obligations on disclosures, is issued for his acceptance.

A full day site visit to the Company’s Plants is arranged wherein the inductee is introduced to the Plant Heads and various important functional heads. Further, on a separate day, meeting with Business Unit Heads and Corporate functional heads is also arranged each comprising of 30 to 45 minutes’ sessions. Relevant Business Strategy presentations are also being made.

A brief introduction to the Company is also made.

3. DISCLOSURE

This policy shall be uploaded on the Company’s website for public information and a web link for the same shall also be provided in the Annual Report of the Company.

4. REVIEW/ AMENDMENT

The Board will review this program and make revision as may be required.

1. Objectives:-

The Nomination and Remuneration Committee (“NRC”) and this Policy shall be in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Regulation 19 of the SEBI (Listing Obligations and Disclosures) Regulations, 2015 amended from time to time. The Key Objectives of the Committee would be:

• To identify persons who may be qualified to become directors and who may be appointed in senior management in accordance with the criterion which may be laid down;
• To recommend to the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management;
• To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board
• To recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management.
• To provide to Key Managerial Personnel and Senior Management reward linked directly to their effort, performance, dedication and achievement relating to the Company’s operations.
• To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.
• To devise a policy on Board diversity

2. Definitions and Terms:-

“Board of Directors” or the “Board” shall have same meaning as defined under Section 2(10) of the Act.

“Board of Directors” or the “Board” shall have same meaning as defined under Section 2(10) of the Act.

“Director” shall have same meaning as defined under Section 2(34) of the Act.

“Key Managerial Personnel” or “KMP” shall have same meaning as defined under Section 2(51) of the Act which, inter alia, includes-

• (i) the Chief Executive Officer or the Managing Director or the Manager;
• the Company Secretary;
• the Whole-Time Director;
• the Chief Financial Officer; and
• such other officer as may be prescribed under the applicable statutory provisions / regulations

“Senior Management” as explained under Section 178 of the Act mean personnel of the company who are members of its core management team excluding the Board of Directors comprising all members of management one level below the executivedirectors, including the functional heads.

“Listing Agreement” or “LA” means the Listing agreement entered into between the Company and the Stock Exchange on which the shares of the Company are listed.

“LODR” means Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 and rules framed thereunder as amended from time to time.

“Independent Director” or “ID” means a director referred to in Section 149(6) of the Companies Act,2013 read with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015.

3. Role of Committee:-

Matters to be dealt with, perused and recommended to the Board by the Nomination and Remuneration Committee

The Committee shall:

Identify persons who are qualified to become directors and may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every director’s performance;

formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees

while formulating the policy, ensure that:

the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully.

relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

Remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate the working of the company and its goals.

4. Composition:-

The Committee shall consist of a minimum 3 non-executive directors and atleast 50% of them shall be independent.

The Chairperson of the nomination and remuneration committee shall be an independent director:

Provided that the chairperson of the listed entity, whether executive or non- executive may be appointed as a member of the Nomination and remuneration Committee and shall not chair such committee.

either two members or one third of the members of the committee, whichever is greater, including atleast one independent director in attendance shall constitute a quorum for the Committee meeting.

Membership of the Committee shall be disclosed in the Annual Report.

Terms of the Committee shall be as per the decision taken in the meeting of the Board of Directors.

5. Chairperson :-

Chairperson of the Committee shall be an Independent Director.

Chairperson of the Company may be appointed as a member of the Committee but shall not chair the Committee.

In the absence of the Chairperson, the members of the Committee present at themeeting shall choose one amongst them to act as Chairperson.

Chairman of the Nomination and Remuneration Committee meeting could be present at the Annual General Meeting or may nominate some other member to answer the shareholders’ queries.

6. Frequency of Meetings :-

Committee Meeting shall be held at such regular intervals as may be required.

7. Committee Members’ Interests:-

A member of the Committee is not entitled to vote or express his or her opinion, unless asked, when his or her own remuneration is discussed at a meeting or when his or her performance is being evaluated. The Committee may invite such executives, as it considers appropriate, to be present at the meetings of the Committee.

8. Secretary:

The Company Secretary of the Company shall act as Secretary of the Committee.

9. Voting:-

Matters arising for determination at Committee meetings shall be decided by a majority of votes of committee Members present and voting and any such decision shall for all purposes be deemed a decision of the Committee.

In the case of equality of votes, the Chairman of the meeting shall have a casting vote.

10. Minutes of Committee Meeting :-

Proceedings of all meetings must be minuted and signed by the Chairman of the Committee at the subsequent meeting or according to the requirement of the law. Minutes of the Committee meetings will be tabled at the subsequent Board and Committee meeting.

A. Appointment criteria and qualifications :-

The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment.

A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person are sufficient / satisfactory for the concerned position.

The provisions of the Act and LODR should be adhered to while considering the appointment of a director or KMP or senior management personnel.

B. Nomination Duties:-

The duties of the Committee in relation to nomination matters include:

Ensuring that there is an appropriate induction in place for new Directors and members of Senior Management and reviewing its effectiveness;

Ensuring that on appointment to the Board, Non-Executive Directors receives a formal letter of appointment in accordance with the Guidelines provided under the Act;

Identifying and recommending directors who are to be put forward for retirement by rotation.

Determining the appropriate size, diversity and composition of the Board;

Setting a formal and transparent procedure for selecting new directors for appointment to the Board;

Developing a succession plan for the Board and Senior Management and regularly reviewing the plan;

Evaluating the performance of the Board members and Senior Management in the context of the Company’s performance from business and compliance perspective;

Making recommendations to the Board concerning any matters relating to the continuation in office of any Director at any time including the suspension or termination of service of an Executive Director as an employee of the Company subject to the provision of the law and their service contracts;

Delegating any of its powers to one or more of its members or the Secretary of the Committee;

Recommend any necessary changes to the Board; and Considering any other matters, as may be requested by the Board.

C. Term / Tenure :-

The term or tenure of director or KMP or senior management personnel shall be in accordance with the applicable provisions of the Act or LODR or other applicable regulation. In compliance with the said laws, the term or tenure shall be as decided in the meeting of the Board of directors or members, as the case may be.

D. Independence of Director (ID):-

Appointment of IDs shall be in accordance with the provisions of the Act as well as LODR. Committee should check whether a person to be nominated or appointed as an ID meets the criterion of independence as prescribed under Sec. 9(6) of the Act and Regulation 16 (1) (b) of LODR.

While nominating any person to be appointed as an ID, the Committee should satisfy itself that the person gives a declaration as prescribed under the Act declaring that he/she meets the criterion of independence prescribed under the Act and LODR.

E. Removal:-

Due to reasons for any disqualification mentioned in the Act or LODR or under any other applicable Act, rules and regulations, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the said laws.

F. Retirement:-

The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board shall have the discretion to retain the Director, KMP, Senior Management Personnel in the same position/remuneration or otherwise even after attaining the retirement age, for the benefit of the Company in accordance with the applicable law.

B. Remuneration for the Directors, KMP & Senior Management Personnel:-

The remuneration / compensation / commission etc. to Director, KMP and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval.

The remuneration / compensation / commission etc. shall be in accordance with the provisions of the Act and LODR, if applicable, and the Articles of Association of the Company, and shall be subject to the prior/post approval of the shareholders of the Company and/or Central Government, wherever required under the law.

Increments to the existing remuneration/compensation structure may be recommended by the Committee to the Board in accordance with the law.

Remuneration to Managing Director/ Whole-time Director shall also be in accordance with the agreement entered into with him

Fixed pay: -

The Director, KMP and Senior Management Personnel shall be eligible for monthly/yearly remuneration as may be approved by the Board on the recommendation of the Committee. The breakup of the pay scale and quantum of perquisites including, employer’s contribution to P.F, pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board/ the Person authorized by the Board on the recommendation of the Committee and approved by the shareholders and/or the Central Government, wherever required.

Minimum Remuneration: -

If circumstances demand, the Company may pay remuneration to its managerial personnel i.e. Managing Director or Whole-time Director or Manager in accordance with the provisions of Sec. 196, 197, Schedule V and other applicable provisions of the Act.

Provisions for excess remuneration: -

Remuneration drawn or received, directly or indirectly, in excess of the limits prescribed under the Act, shall be dealt with as prescribed under the Act.sitting fee, reimbursement of expenses and profit related commission: -

A director may receive remuneration by way of fee (sitting fee) for attending meetings of Board or Committee thereof as per Sec. 197(5) provided that the amount of such fee shall not exceed Rs. One Lac per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time. Such sitting fee to independent director and woman director shall not be less than sitting fee payable to other directors.

Independent director may receive reimbursement of expenses for participation in the Board and other meetings and profit related commission as may be approved by the members.

Stock Options:

Independent Directors shall not be entitled to any stock option of the Company.

Statutory Provisions:-

A. Review of Board Evaluation Framework :-

In terms of Section 134 & 178 of Companies Act 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosures) Regulation 2015, the Board is required to monitor and review Board Evaluation Framework.

B. Separate Meeting of independent directors & Performance Review of non- independent directors, the Board as a whole and Chairperson of the company:-

Schedule IV of the Act and Regulation 25 of the LODR, inter alia, provide for atleast one separate meeting of independent directors in a year without the attendance of non- independent directors and members of management. The said meeting shall:-

(a) review the performance of non-independent directors and the Board as a whole;

(b) review the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors;

(c) assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

C. Performance evaluation of independent directors & the Board:-

Regulation 17 and 19 of LODR and Schedule IV of the Act, inter alia, provide that – The Nomination and Remuneration Committee (the “NRC”) shall lay down the evaluation criteria for performance evaluation of Independent Directors.

The company shall disclose the criteria for performance evaluation, as laid down by the Nomination Committee, in its Annual Report.

The performance evaluation of independent directors shall be done by the entire board of Directors (excluding the director being evaluated).

On the basis of the report of performance evaluation, it shall be determined whether to extend or continue the term of appointment of the independent director.

In terms of Section 134 of the Act, the Directors’ Report should include a statement indicating a manner in which the Board has done formal annual evaluation of its own performance, performance of Committees and individual Directors of the Company.

Framework of performance evaluation:-

The Board of Directors of the Company is committed to assessing its own performance as a Board in order to identify its strengths and areas in which it may improve its functioning as well as get evaluated the performances of individual directors in sync with abovementioned provisions.

To that end, the Committee shall establish or change as and when required the process for evaluation of performance of Directors on the Board, Independent Directors, Members of various Committees and the Board itself as per the following:-

1. The Board will conduct a self-evaluation based on the criterion formulated byNRC at least once a year.
2. NRC shall formulate evaluation criteria for performance evaluation of Directors on the Board, Independent Directors, Members of various Committees which may be formulated after taking into consideration the criteria such as knowledge to perform the role, time and level of participation, performance of duties, professional conduct and independence or other things as may be decided.
3. NRC shall formulate evaluation criteria for performance evaluation of the Board which may be broadly based on the performance on the basis of functions & responsibilities of the Board and overall performance.
4. The manner and method of evaluation shall be decided by the Board, NRC as the case may be.

a) NRC should take into consideration the areas of expertise of all directors, KMP and senior management personnel. After taking into consideration the field or sector of business in which the Company operates, NRC should ensure that members of the Board, KMPs and senior management personnel consist of people of varied knowledge and experience which will enable the Company to run its business most efficiently. Experts in the core area of business of the Company should represent the Board among other members.

b) NRC should also ensure that the Company shall have an optimum combination of executive and non-executive directors on the Board as per the LODR and the Act. Requirements as to minimum number of independent directors and woman director on the Board should be met.

c) In case of resignation / removal / death / casual vacancy of any director or KMP or senior management personnel, the vacancy should be filled as early as possible to maintain the availability of proper and experienced personnel with the Company.

1. Objective and Scope:

The Policy for determining ‘material subsidiary’ companies has been framed in accordance with the provisions of Regulation 16(1)(c) of the SEBI ( Listing Obligations and Disclosure Requirements) Regulation, 2015.

The objective of this Policy is to determine the Material Subsidiaries of the Company and to provide the governance framework for such subsidiaries, as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [“SEBI Listing Regulations”]. The Policy will be used to determine the Material Subsidiaries of the Company and to provide the governance framework for such subsidiaries.

All the words and expressions used in this Policy, unless defined otherwise, shall have the same meaning as defined under the Listing Regulations and in the absence of its definition or explanation therein, as per the Companies Act, 2013 and the Rules, Notifications and Circulars made/issued thereunder, as amended, from time to time.

2. Identification of Material Subsidiary:

“Material Subsidiary” shall mean a subsidiary, whose income or net worth exceeds (10) ten percent of the consolidated income or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year.

3. Governance Framework:

4. Policy Review:

This Policy shall be subject to review as may be deemed necessary and in accordance with any regulatory amendments.

5. Website:

This Policy shall be disclosed on the website of the Company.

Code of Conduct for Compliance Officer

Code of Conduct for Non-Executive Directors:

Non-Executive Directors of the Company shall –

• i. always act in the interest of the Company and ensure that any other business or personal association, which they may have, does not involve any conflict of interest with the operations of the Company and their role therein.
• ii. comply with all applicable laws and regulations of all the relevant regulatory and other authorities as may be applicable to them in their individual capacities.
• iii. safeguard the confidentiality of all information received by them by virtue of their position.

Code of Conduct for Directors and the Senior Management:

The Board of Directors & Senior Management Members shall:

• i.Act honestly, fairly, ethically and with integrity
• ii.Act in good faith, responsibly, with due care, competence and diligence, without allowing their independent judgment to be subordinated.
• iii.Disclose potential conflicts of interest that they may have regarding any matters relating to the Company.
• iv.Comply with all applicable laws, rules and regulations.
• v.Maintain 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.
• vi.Disclose potential conflicts of interest that they may have regarding any matters that may come before the Board, and abstain from discussion and voting on any matter in which the Director has or may have a conflict of interest.
• vii.Not use Company’s property, information, position or opportunities for personal gain.
• viii.Act in a manner to enhance and maintain the reputation of the Company.
• xiThe Code is to be affirmed by members of the Board upon their appointment / re- appointment to the Board and is to be reaffirmed by all members of the Board at the beginning of each financial year. Likewise, all designated Senior Management members shall reaffirm their adherence to the above Code of Conduct annually.

Code for Independent Directors

This code is a guide to professional conduct for independent directors. Adherence to these standards by Independent Directors and fulfillment of their responsibilities in a professional and faithful manner will promote confidence of the investment community, particularly minority shareholders, regulators and companies in the institution of independent directors.

I. Guidelines of Professional Conduct:

The Independent Directors shall:

• i.uphold ethical standards of integrity and probity;
• ii.act objectively and constructively while exercising their duties;
• iii.exercise their responsibilities in a bona fide manner in the interest of the company;
• iv.devote sufficient time and attention to their professional obligations for informed and balanced decision making;
• v.not allow any extraneous considerations that will vitiate their exercise of objective independen 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;
• vi.not abuse their position to the detriment of the company or its shareholders or for the purpose of gaining direct or indirect personal advantage or advantage for any associated person;
• vii.refrain from any action that would lead to loss of their independence;
• viii.where circumstances arise which make an independent director lose their independence, the independent director must immediately inform the Board accordingly;
• ix.assist the company in implementing the best corporate governance practices.

II. Role and functions:

The Independent Directors shall:

• i.help in bringing an independent judgment to bear on the Board's deliberations especially on issues of strategy, performance, risk management, resources, key appointments and standards of conduct.
• ii.bring an objective view in the evaluation of the performance of Board and management.
• iii.scrutinize the performance of management in meeting agreed goals and objectives and monitor the reporting of performance.
• iv.satisfy themselves on the integrity of financial information and that financial controls and the systems of risk management are robust and defensible;
• v.safeguard the interests of all stakeholders, particularly the minority shareholders.
• vi.balance the conflicting interest of the stakeholders.
• vii.moderate and arbitrate in the interest of the company as a whole, in situations of conflict between management and shareholder's interest.

Further the additional responsibility of the Board and Management are as follows:

• i.Creating an environment that is respectful and inclusive
• ii.Listening and responding to concerns when they are raised.
• iii.Help your team members understand the requirements of our Code and applicable laws.
• iv.Be consistent when enforcing our requirements and holding people accountable for their behaviour at work.
• v.Act in a manner that is safe, ethical and consistent with applicable laws.
• vi.Raise questions and concerns if you become aware of possible violations of our Code of Conduct.

1. SCOPE

This Policy extends to all employees of the Semitrone Conchem Limited and is deemed to be incorporated in the service conditions of all employees.

Sexual harassment would mean and include any of the following:

• physical contact and advances; or
• a demand or request for sexual favours; or
• making sexually coloured remarks; or
• showing pornography; or
• any other unwelcome physical, verbal or non-verbal conduct of sexual nature.

“Employee” means a person employed at a workplace for any work on regular, temporary, ad hoc or daily wage basis, either directly or through an agent, including a contractor, with or without the knowledge of the principal employer, whether for remuneration or not, or working on a voluntary basis or otherwise, whether the terms of employment are express or implied and includes a co-worker, a contract worker, probationer, trainee, apprentice or called by any other such name.

2. INTERNAL COMPLAINTS COMMITTEE

To prevent instances of sexual harassment and to receive and effectively deal with complaints pertaining to the same, Internal Complaints Committees (IC) have been appointed for all administrative units / offices of the company. The detail of the committee is notified to all covered persons at the location (workplace). The committee at each location comprises of:

• Presiding Officer: A woman employed at a senior level in the organization or workplace.
• At least 2 members from amongst employees, committed to the cause of women or who have had experience of social work or have legal knowledge.
• One external member from amongst non-governmental organizations or associations committed to the cause of women or a person familiar with the issues relating to sexual harassment.
• At least one half of the total members nominated being women

3. REDRESSAL PROCESS

Any aggrieved employee may submit a complaint of the alleged incident to any member of the Internal Committee in writing within 3 months of occurrence of incident.

The Committee will maintain a register to endorse the complaint received by it and keep the contents confidential, if it is so desired, except to use the same for discreet investigation.

The Committee will have first interaction/ meeting with the Complainant within five days of the receipt of the complaint, but not later than eight days in any case.

At the first meeting/ interaction, the committee members shall hear the Complainant and record her allegations. The Complainant can also submit any corroborative material with a documentary proof, oral or written material, etc. to substantiate her complaint. If the Complainant does not wish to depose personally due to embarrassing narration involved in it, a lady officer shall meet the complainant and record the statement.

Thereafter the person against whom complaint is made will be called for a deposition before the Committee and an opportunity will be given to him to give an explanation.

In the event the complaint does not fall under the purview of Sexual Harassment or the complaint does not mean an offence of Sexual Harassment; the same would be dropped after recording the reasons thereof.

The internal committee shall have the powers to – i) Summon and enforce the attendance of any person and to examine him on oath, and ii) Require the discovery and production of documents

In case the complaint is found to be false/ malicious the Complainant shall be liable for appropriate disciplinary action by the Management.

4. ENQUIRY PROCESS

The Committee shall prepare and hand over the Statement of Allegation to the person against whom complaint is made and give him an opportunity to submit a written explanation within 7 days of receipt of the same.

The Complainant shall be provided with a copy of the written explanation submitted by the person against whom complaint is made.

If the Complainant or the person against whom complaint is made desires any witnesses to be called, they shall communicate in writing to the Committee the names of witnesses whom they propose to call.

If the Complainant desires to tender any documents by way of evidence before the Committee she shall supply original copies of such documents. Similarly if the person against whom complaint is made desires to tender any documents in evidence before the Committees he shall supply original copies of such documents. Both shall affix their signature on the respective documents to certify these to be original copies.

The Committee shall call upon all witnesses mentioned by both the parties.

The Committee shall provide every reasonable opportunity to the Complainant and to the person against whom complaint is made for putting forward and defending their respective case.

The Committee shall complete the Enquiry within reasonable period but not exceeding three months and communicate its findings to the Management in writing.

The Management shall take appropriate punitive action against the erring employee keeping in view the gravity of his misconduct.

This policy will be governed in accordance with the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

1. Introduction

This materiality policy (“Policy”) has been formulated for the identification of group companies, outstanding litigation and outstanding dues to creditors in respect of Semitrone Conchem Limited (“Company”), pursuant to the disclosure requirements under under Schedule VI of Security and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI ICDR Regulations”), which requires the policy of materiality to be disclosed in the offer document.

This Policy shall be effective from the date of approval of the policy by the Board of Directors of the Company (“Board”).

In this Policy, the term “Offer Documents” shall mean the draft red herring prospectus, the red herring prospectus, the prospectus or Shelf prospectus to be filed and/or submitted by the Company in connection with the proposed initial public offering of its equity shares with the Securities and Exchange Board of India, the Registrar of Companies, Gujarat (Ahmedabad) and /or stock exchange where the equity shares of the Company are proposed to be listed, as applicable.

All other capitalized term not specifically defined in this policy shall have the same meanings ascribed to terms in the Offer Documents.

2. Identification of “Material” Group Companies

Requirement

As per the SEBI ICDR Regulations, the term “Group Companies”, shall include such companies “as covered under the applicable accounting standards and other companies as considered material by the board of the Company”.

Policy on materiality

Based on the above-stated definition:

i disclosed as related parties in accordance with the relevant accounting standard, i.e Accounting Standard-18, in the Restated Financial Statements of the Company for the last three financial years will be treated as Group Companies, irrespective of whether the company has had any transaction with the related party;

iiFor the purpose of the offer documents , a company shall be considered “Material “ and will be disclosed as a “Group Company” in the offer documents, if:

• Such company forms part of the Promoter Group and the Company has entered into one or more transaction with such company that, individually or cumulatively exceed 10 % of the consolidated income or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year,(Such period collectively referred to as the “Relevant Period”); and/ or
• Such company, subsequent to the Relevant period, would require disclosure in the standalone or consolidated financial statements of the Company for subsequent periods as entities covered under Accounting Standard 18, in addition to/ other than those companies covered under the schedule of related party relationship in terms of Accounting Standard 18 in the standalone and consolidated audited financial statements of the Company for the Relevant Period.

For avoidance of doubt, it is clarified that any companies which, subsequent to the Relevant Period, have ceased to be related parties of the Company in terms of Accounting Standard 18 solely on account of there being no significant influence/ control over such company in terms of Accounting Standard 18 after the Relevant period shall not be considered as “Group Companies”, for the purpose of disclosure in the offer documents.

3. Identification of “Material” Litigation (excluding criminal proceedings, statutory/ regulatory actions and taxation matters).

Requirement

As per the requirement of SEBI ICDR Regulations, the Company shall disclose the following classes of litigation involving the Company/ Directors/ Promoters/ Group Companies/ Subsidiaries:

1. All Criminal Proceedings,
2. All actions by regulatory authorities and statutory authorities ;
3. Disciplinary action including penalty imposed by SEBI or stock exchanges against the promoters in the last five financial years including outstanding action;
4. Claims related to direct and indirect taxes, in consolidated manner, giving the number of cases and total amount,
5. Other pending litigations- As per the policy of materiality defined by the board of directors of the issuer and disclosed in the offer document.

Policy on materiality

1. All litigations pertaining to the Company, its directors/promoters/subsidiaries which are in the nature of criminal, statutory/ regulatory and taxation related are deemed material by the Board. Further the Board considers all other litigation pertaining to the Company, its directors/promoters/subsidiaries which are above a claim amount equal to or exceeding Rs. 1 lakh as material.
2. The litigations of our group companies are not accorded in the materiality clause and litigation in relation to the company. However, if any material litigation arises in the group company, which may directly or indirectly affect the company, the same shall be considered by the company.

4. Identification of “Material” Outstanding dues to Creditors

Requirement

As per the requirements of SEBI ICDR Regulations, the Company shall make relevant disclosures in the offer documents for outstanding dues to creditors:

1. Based on the policy on materiality defined by the board of directors of the issuer, details of creditors which include the consolidated number of creditors and the aggregate amount involved
2. Consolidated information on outstanding dues to micro, small and medium enterprises and other creditors, separately giving details of number of cases and amount involved.
3. Complete details about outstanding overdues to material creditors along with thename and amount involved for each such material creditor shall be disclosed, on the website of the company with a weblink thereto.

Policy on materiality

All outstanding dues owed by Company to small scale undertaking and other creditors exceeding Rs. Rs.10 lakhs are considered as material by our Board and the same shall be disclosed in the Annual report of the Company. The Board is authorised to display the details of such creditors on the website of our Company. Disclosures in the offer document regarding Material Creditors and Small Scale Enterprise For Creditors identified as material based on the above mentioned policy, the facts shall be incorporated appropriately in the offer document. In case there are no such cases, a distinct negative statement is required to be made in this regard in the offer document.

5. General

This Policy shall be subject to review/changes as may be deemed necessary by the Board/lPO committee and in accordance with regulatory amendments from time to time.

1. Introduction:

Related party transactions can present a potential or actual conflict of interest which may be against the best interest of the company and its shareholders. The Companies Act, 2013 (‘Companies Act’ or ‘the Act’) and Regulation 23 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (‘Listing Regulations’) have laid down extensive requirements to be fulfilled in case of Related Party Transactions. Additionally, the Listing Regulations specifies that the Company is required to formulate a Policy on materiality of related party transactions and also on dealing with Related Party Transactions. Accordingly, this Policy regulates the transactions between the Company and Related Parties.

The Board of Directors of Semitrone Conchem Limited has adopted the “Policy on Materiality of Related Party Transactions” (or “Policy”) pertaining to the transactions to be entered into with related parties. The policy deals with criterion for determining materiality of related party transactions, approvals and reporting of related party transactions and dealings with related party transactions.

Considering various changes in the provisions of the Act read with changes as made applicable through the Companies (Amendment) Act, 2020 and the Listing Regulations, this revised Policy has been approved and adopted by the Board of Directors of the Company

2. Definitions:

3. Material Related Party:

A transaction with a related party shall be considered material if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceeds ten percent of the annual turnover of the Company as per the last audited financial statements of the Company.

“Transaction(s)” involving payments made to a related party with respect to ‘brand usage’ or ‘royalty’ shall be considered material if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceeds 5 (five)% (percent) of the annual turnover of the Company as per the last audited financial statements of the Company.

4. Review and approval of Related Party Transactions:

A. Audit Committee:

B. Board of Directors:

In case any related party transactions are referred by the Company to the Board for its approval due to the transaction being (i) not in the ordinary course of business, or (ii) not at an arm’s length price, the Board will consider factors such as, nature of the transaction, material terms, the manner of determining the pricing and the business rationale for entering into such transaction. On such consideration, the Board may approve the transaction or may require such modifications to transaction terms as it deems appropriate under the circumstances. Any member of the Board who has any interest in any related party transaction will recuse himself/herself and abstain from discussion and voting on the approval of the related party transaction.

C. Shareholders:

If a related party transaction is (i) a material transaction, or (ii) not in the ordinary course of business, or not at arm’s length price and exceeds certain thresholds prescribed under the Act and the Rules made thereunder (as amended from time to time), it shall require shareholders’ approval by a resolution and no related party shall vote to approve such resolutions whether the Company is a related party to the particular transaction or not.

The requirements of approval specified under this Policy shall not apply in respect of a resolution plan approved under Section 31 of the Insolvency and Bankruptcy Code,2016 including any statutory modification(s) or re-enactment thereof, subject to the event being disclosed to the recognized stock exchanges within 1 (one) day of the resolution plan being approved. Further if 90 (ninety)% (percent) or more members of the Company, in number, are relatives of promoters or are related parties then that such members who are related party(ies) is/are eligible to entitle to vote on such resolutions whether the Company is a related party to the particular transaction or not.

5. Criteria for approving Related Party Transactions:

The following criteria shall be taken into account, in determining whether to approve, ratify, disapprove or reject a Related Party Transaction and assessing the Related Party Transactions:

• whether the Related Party Transaction is entered into on terms generally available to an unrelated third-party under the same or similar circumstances;
• the terms of such transaction;
• the Related Party’s interest in the transaction;
• purpose and timing of the transaction;
• whether the Company is a party to the transaction, and if no, the nature of the Company’s participation in the transaction;
• if the transaction involves the sale of an asset, a description of the asset, including date acquired and costs basis;
• information concerning potential counter parties in the transaction;
• approximate rupee value of the transaction and approximate rupee value of the Related Party’s interest in the transaction;
• whether the proposed transaction includes any potential reputational risk issues that may arise as a result of or in connection with the proposed transaction;
• any other relevant information regarding the transaction.

6. Prior Board approval for certain transactions - monetary ceiling:

The Company shall not enter into below transactions with related parties unless prior approval of the Board of Directors of the Company is obtained by way of resolution passed at a meeting of the Board of Directors of the Company, which shall be subject to monetary ceilings specified therein:

7. Disclosures:

Every contract or arrangement, which is required to be approved by the Board/shareholders under this Policy, shall be referred to in the Board’s Report to the shareholders along with the justification for entering into such contract or arrangement. The Company shall submit on the date of publication of its standalone financial results for the half year, disclosures of related party transactions on a consolidated basis, in the format specified in the relevant accounting standards for annual results to the stock exchanges and publish the same on the Company’s website.

8. Scope and Limitations:

In the event of any conflict between the provisions of this Policy and of the Act or Regulations or any other statutory enactments, rules, the provisions of such Act or Regulations or statutory enactments, rules shall prevail over this Policy. Any subsequent amendment / modification in the Listing Regulations, Act and/or applicable laws in this regard shall automatically apply to this Policy.

9. Amendments:

This Policy (including threshold limits) shall be reviewed by the Board of Directors at regular intervals and/or as and when required subject to applicable laws and updated/ amended.

1. Legal Framework:

According to Regulation 17(9) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the listed entity shall lay down procedures to inform members of board of directors about risk assessment and minimization procedures and the board of directors shall be responsible for framing, implementing and monitoring the risk management plan for the listed entity.

2. Objective and Purpose:

Risk management could be defined as the process of identifying and measuring uncertain events which may affect resources or operations of the Company adversely and, accordingly, taking necessary safeguards against any potential damage or loss. Risk Management is a key aspect of Corporate Governance Principles which aims to improvise the governance practices across the Company’s activities. Risk management policy and processes will enable the Company to proactively manage uncertainty and changes in the internal and external environment to limit negative impacts and capitalize on opportunities.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business of Semitrone Conchem Limited ("Company"). In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management in order to guide decisions on risk related issues.

Risk can relate to various areas of business and operations which, inter alia, include company’s assets and property, employees, foreign currency risks, operational risks, non-compliance with statutory enactments, competition risks, contractual risks and such other risk which are associated with the routine business of the Company.

The specific objectives of the Risk Management Policy are:

• i. ensure that all the current and future material risk exposures of the Company are identified, assessed, measured, quantified, appropriately mitigated, minimized and managed i.e. to ensure adequate systems for risk management.

• ii.To establish a framework for the Company’s risk management process and to ensure its implementation.

• iii.To enable compliance with appropriate laws & regulations, wherever applicable, through the adoption of best practices.

• iv.To assure business growth with financial stability.

3. Implementation:

The Board of Directors of the Company and the Audit Committee shall periodically review and evaluate the risk management system of the Company, as and when required, so that the management controls the risks through properly defined network.

However, the decision-making powers is vested to the Board of Directors, but respective heads of all departments shall also be responsible for implementation of the risk management system as may be applicable to their respective areas of functioning and to report the same to the Board and Audit Committee, wherever required.

4. Constitution of Risk Management Committee:

According to Regulation 21(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the provision for constituting Risk Management Committee is applicable to top 1000 listed entities, determined on the basis of market capitalisation, as at the end of the immediate previous financial year.

Further, the Company does not fall under these criteria and hence, there is no need of constituting Risk Management Committee.

Hence, all the related matters will be considered by the Board of Directors and Audit Committee of the Company.

5. Role of the Board:

The Board shall undertake following actions to manage risk appropriately:

• The Board shall be responsible for framing, implementing and monitoring the risk management plan/policy for the Company
• Ensure that the appropriate systems for risk management are in place.
• Independent directors shall help in bringing an independent judgment to bear on the Board’s deliberations on issues of risk management and satisfy themselves that the systems of risk management are robust and defensible.
• Participate in major decisions affecting the organization’s risk profile.
• Have awareness of & continually monitor the management of strategic risks.
• Be satisfied that processes and controls are in place for managing less significant risks.
• Be satisfied that appropriate accountability framework is working whereby any delegation of risk is documented & performance can be monitored accordingly.
• Ensure risk management is integrated into Board reporting and annual reporting mechanisms.

6. Policy Review:

This Policy shall be subject to review as may be deemed necessary and in accordance with any regulatory amendments.