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Code of Conduct for Directors and SMP

BACKGROUND

Regulation 17(5)(a) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 (Listing Regulations) requires that the board of directors shall lay down a code of conduct for all members of the board and senior management of the listed entity. It further says that the code of conduct shall suitably incorporate the duties of independent directors as laid down in the Companies Act, 2013.


Regulation 26(3) of the Listing Regulations requires that all members of the board of directors and senior management personnel shall affirm compliance with the code of conduct of board of directors and senior management on an annual basis.


Regulation 46(2)(d) of the Listing Regulations mentions that the listed entity shall disseminate information about code of conduct of board of directors and senior management personnel on its website;


The compliance certificate required to be furnished by chief executive officer and chief financial officer under Regulation 17(8) shall inter alia should certify on compliance of Code of Conduct vis-à-vis the transactions entered into by the Company.


Further, Regulation 34 (3) read with Schedule V to the Listing Regulations requires that the annual report should contain the declaration signed by the chief executive officer stating that the members of board of directors and senior management personnel have affirmed compliance with the code of conduct of board of directors and senior management.


In view of the above statutory requirement, this code of conduct has been framed and adopted by the Company. The Board of Directors had vide its resolution dated 04th April, 2025 has approved this Code.

DEFINITIONS & INTERPRETATION

  • Act” means the Companies Act, 2013 including any statutory modifications or re- enactment thereof.
  • “Board Members” shall mean Directors on the Board of Directors of the Company.
  • “Board of Directors” or “Board” means the Board Members constituting the Board of Directors of the Company from time to time.
  • “Company” means Coimbatore Kidney Care and Research Limited.
  • “Compliance Officer” shall mean the company secretary of the Company, and in absence, shall mean the Managing Director.
  • “Independent Director” means a director appointed on the Board of the Company as per the provisions of Sec 149 of the Act and who fulfils the required criteria under the Act and Listing Regulations as applicable from time to time.”
  • “Listing Regulations” means the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
  • “Officers” shall mean Directors and Senior Management including the key managerial personnel.
  • “Policy” means this policy, as amended from time to time.
  • “SEBI” means the Securities and Exchange Board of India.
  • “Senior Management” shall mean key managerial personnel /officers/personnel of the Company who are members of core management team excluding Board of Directors and shall comprise all members of management one level below the executive directors, including all functional heads.

APPLICABILITY

The code shall be applicable to:

  1. the Directors and
  2. the Senior Management of the Company across all of its Hospital units, offices laboratories and branches in Coimbatore or any future units that shall be opened and operated under the Company name elsewhere in or out of India.

All concerned are expected to read and understand this Code and to uphold standards set out under this, in his/her day-to-day activities.

As the principles set out under this are general in character, officers should also review the Company’s other applicable Policies and Procedures for more specific instructions. In case of any difficulty in interpretation or allied matters they may contact the Compliance Officer. This Code is in addition to and not in derogation with any Act, law, rules and regulations, and all other applicable Policies and Procedures adopted by the Company that governs the conduct of its officers.

KEY REQUIREMENTS

The Board Members and the Senior Management must act within the authority conferred upon them and in the best interests of the Company and observe the following code of conduct:

Integrity

The Directors and Senior Management shall conduct their activities with honesty, integrity and fairness. They shall act in good faith, responsibly, with due care, competence and diligence, without allowing their independent judgment to be subordinated to personal preferences. The Directors and Senior Management shall act in the best interests of the Company and full-fill their fiduciary obligations and they shall not act or achieve or attempt to achieve any undue gain or advantage either to themselves or their relatives, friends, partners or associates.

Conflict of Interest

The Directors and Senior Management shall always act in good faith to promote the business and objects of the company for the members as a whole and in the best interests of the Company, its employees, shareholders, the community and shall not engage in any business, relationship or activity, which may be in conflict with the interests of the Company.

In case there is likely to be a conflict of interest, he/she should make full disclosure of all the facts and circumstances thereof to the Board of Directors and the prior approval of the Audit Committee and that of the Board is required to be obtained.

Other Directorships

Serving on the Boards of other companies that are competitors to the Company’s business might involve potential conflict of interest and therefore, all Directors must report / disclose such relationships to the Board on an annual basis.

Non-Assignment of office and Compliance of Articles of Association

The Directors and Senior Management shall not assign their office and / or functions to any other person including an employee of the Company. The Directors and Senior Management shall act and comply with the regulations of the Company as comprised in its Articles of Association.

Confidentiality of Information

Any information concerning the Company’s business, Hospital, its patients, Doctors, Consultants etc., which is not in the public domain and to which the Directors and Senior Management have access or possess such information, must be considered confidential and held in confidence, unless their disclosure is authorized by the Board or when disclosure is mandatory under any statutory or legal provisions.

Protection of Assets

The Directors and Senior Management must protect the Company’s assets and information and shall not use these for personal purposes.

Periodic Review

Once in every year or upon revision of this Code, every Director must accord consent to comply with the same and the Senior Management must give an undertaking for compliance with the same.

All new Directors shall accord their consent while joining the Board and new Senior Management shall give an undertaking under this Code at the time of commencement of their employment with the Company.

The code shall be applicable to:

  1. the Directors and
  2. the Senior Management of the Company across all of its Hospital units, offices laboratories and branches in Coimbatore or any future units that shall be opened and operated under the Company name elsewhere in or out of India.

All concerned are expected to read and understand this Code and to uphold standards set out under this, in his/her day-to-day activities.

As the principles set out under this are general in character, officers should also review the Company’s other applicable Policies and Procedures for more specific instructions. In case of any difficulty in interpretation or allied matters they may contact the Compliance Officer. This Code is in addition to and not in derogation with any Act, law, rules and regulations, and all other applicable Policies and Procedures adopted by the Company that governs the conduct of its officers.

CODE FOR INDEPENDENT DIRECTORS

The Independent Directors, in addition to the compliance with this Code, shall also comply with and adhere to the Code for Independent Directors framed in accordance with the provisions of the Companies Act, 2013 and forming part of this Code and enclosed as “Annexure – II”.

ANNUAL COMPLIANCE REPORTING

The Board Members and Senior Management shall affirm compliance with this Code on an annual basis as at the end of each financial year of the Company (as per Confirmation-I) within 7 days of the close of every financial year.

ACKNOWLEDGEMENT OF RECEIPT OF THE CODE

Each Board Member and every employee in the Senior Management, shall acknowledge receipt of the Code or any modification(s) thereto, in the acknowledgement form annexed to this Code as Annexure – I and forward the same to the Compliance Officer.

ENFORCEMENT OF CODE OF CONDUCT

Each Board Member and every employee in the Senior Management shall be accountable for complying with the Code. The penalty for breach of the Code by shall be determined by the Audit Committee of the Board of Directors including but not limited to removal of defaulting Board Member or termination of employment of defaulting employee in the Senior Management.

AMENDMENTS

The foregoing code of conduct is not an end to itself and is subject to modification from time to time. Any change in the Code shall be approved by the Board. The Board shall have the right to withdraw and/or amend any part of this Code or the entire Code, at any time, as it deems fit, or from time to time, and the decision of the Board in this respect shall be final and binding. Any subsequent amendment/modification in the Act or the rules framed thereunder or the SEBI Listing Regulations and/or any other laws in this regard shall automatically apply to this Code.

Confirmation of compliance with the Code of Conduct for Board and Senior Management as per Regulation 26(3) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015

I, (Name of Director/ Senior Management Personnel), (Designation) of Coimbatore Kidney Care and Research Limited , do hereby confirm that I have read and understood the Code of Conduct applicable to the Board of Directors and Senior Management of the Company and that to the best of my knowledge and belief, I have complied with the requirements of this Code during the preceding financial year (mention previous year) and / or I affirm that I will comply with the requirements of this Code during the current financial year (mention current year).

Guidelines of Professional Conduct

An independent director shall;

  1. uphold ethical standards of integrity and probity
  2. act objectively and constructively while exercising his duties;
  3. exercise his responsibilities in a bona fide manner in the interest of the company.
  4. devote sufficient time and attention to his professional obligations for informed and balanced decision making;
  5. not allow any extraneous considerations that will vitiate his exercise of objective independent judgment in the paramount interest of the company as a whole, while concurring in or dissenting from the collective judgment of the Board in its decision making;
  6. not abuse his 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;
  7. refrain from any action that would lead to loss of his independence;
  8. where circumstances arise which make an independent director lose his independence, the independent director must immediately inform the Board accordingly;
  9. assist the company in implementing the best corporate governance practices.

Role and Functions

The independent directors shall;

  1. 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;
  2. bring an objective view in the evaluation of the performance of board and management;
  3. scrutinize the performance of management in meeting agreed goals and objectives and monitor the reporting of performance;
  4. satisfy themselves on the integrity of financial information and that financial controls and the systems of risk management are robust and defensible;
  5. safeguard the interests of all stakeholders, particularly the minority shareholders;
  6. balance the conflicting interest of the stakeholders;
  7. determine appropriate levels of remuneration of executive directors, key managerial personnel and senior management and have a prime role in appointing and where necessary recommend removal of executive directors, key managerial personnel and senior management;
  8. moderate and arbitrate in the interest of the company as a whole, in situations of conflict between management and shareholder’s interest.

Duties

The independent directors shall;

  1. undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the company;
  2. 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;
  3. strive to attend all meetings of the Board of Directors and of the Board committees of which he is a member;
  4. participate constructively and actively in the committees of the Board in which they are chairpersons or Directors;
  5. strive to attend the general meetings of the company;
  6. 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;
  7. keep themselves well informed about the company and the external environment in which it operates;
  8. not to unfairly obstruct the functioning of an otherwise proper Board or committee of the Board;
  9. 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;
  10. 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;
  11. report concerns about unethical behaviour, actual or suspected fraud or violation of the company’s code of conduct or ethics policy;
  12. acting within his authority, assist in protecting the legitimate interests of the company, shareholders and its employees;
  13. 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.

CONFLICT OF INTEREST

Conflict of interest is a situation where personal interest may, in any, way, interfere with the interests or benefits of the Company influencing the exercise of independent judgment while discharging one’s duties and responsibilities. The Directors shall avoid any situation that would lead to or tend to lead to any conflict of interest and is considered to be prejudicial to the interest of the Company. The Directors are expected to make a suitable disclosure to the Board of Directors of the Company and shall abstain from participating in any discussion for such transaction which involves or appears to involve conflict of interest. The Directors (including their relatives) are expected not to derive any improper personal gain / benefit from the Company which shall include making or influencing decision by any means in any transaction of the Company. The Directors shall not indulge in the insider trading (as defined by the SEBI or other respective authorities from time to time) in the Company’s shares, products or services.

Declaration to act as an Independent Director in pursuance of the Provisions of Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

I, (Name of the Director), (DIN: …………..) son of Mr. ……………, aged ………… years hereby declare and confirm that I comply with all the eligibility criteria required for an Independent Director of Coimbatore Kidney Care and Research Limited (the Company) as envisaged in Section 149 (6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

  1. I am a person of integrity and possess relevant expertise and experience;
  2. I am or was not a promoter of the Company or its holding, subsidiary or associate company;
  3. I am not related to promoters or directors in the Company, its holding, subsidiary or associate company;
  4. Apart from receiving director’s remuneration, I do not have / had pecuniary relationship with the Company, its holding, subsidiary or associate company, or their promoters, or directors, during the three immediately preceding financial years or during the current financial year;
  5. None of my relatives has or had pecuniary relationship or transaction with the Company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent (2%) or more of its gross turnover or total income or fifty lakh rupees (Rs. 50,00,000/) or such higher amount as may be prescribed, whichever is lower, during the three immediately preceding financial years or during the current financial year;
    1. is indebted to the company, its holding, subsidiary or associate company or their promoters, or directors, for an amount of fifty lakhs rupees at any time during the three immediately preceding financial years or during the current financial year;
    2. has given a guarantee or provided any security in connection with the indebtedness of any third person to the company, its holding, subsidiary or associate company or their promoters, or directors of such holding company, for an amount of fifty lakhs rupees at any time during the three immediately preceding financial years or during the current financial year;
    3. has any other pecuniary transaction or relationship with the company, or its subsidiary, or its holding or associate company amounting to two per cent. or more of its gross turnover or total income singly or in combination with the transactions referred to in points (i), (ii) or (iii) above; Provided that the pecuniary relationship or transaction with the Company, its holding, subsidiary or associate company or their promoters, or directors in relation to points (a) to (d) above shall not exceed two percent of its gross turnover or total income or fifty lakh rupees or such higher amount as may be specified from time to time, whichever is lower.
    4. Neither myself nor any of my relatives:
      1. hold or has held the position of key managerial personnel or is or has been employee of the Company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which I am appointed;
      2. is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which I am appointed, of:
        1. a firm of auditors or company secretaries in practice or cost auditors of the Company or its holding, subsidiary or associate company; or
        2. any legal or a consulting firm that has or had any transaction with the Company, its holding, subsidiary or associate company amounting to ten per cent (10%) or more of the gross turnover of such firm;
      3. hold together with my relatives two per cent (2%) or more of the total voting power of the Company; or
      4. is a Chief Executive or director, by whatever name called, of any non-profit organisation that receives twenty-five per cent (25%) or more of its receipts from the Company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent (2%) or more of the total voting power of the Company;
        1. I possess appropriate balance of skills, experience and knowledge in fields / disciplines related to the Company’s business;
        2. I am not a material supplier, service provider or customer or a lessor or lessee of the Company; and
        3. I am not less than 21 years of age.

I state that I am not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact my ability to discharge my duties with an objective independent judgment and without any external influence.

I further state that the above said information is true and correct to the best of my knowledge and I shall take responsibility for its correctness and shall be liable for fine, if any, imposed on the Company, its Directors, if the same found wrong or incorrect in future.

I further undertake to intimate immediately upon changes, if any, to the Company for updating of the same.

CIN: U73100TZ1990PLC002752
GST: 33AABCC3227H1Z5

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