Code of Conduct

Introduction :

This Code of Conduct (“this Code”) shall be called "The Code of Conduct for Board Members” of Horizon Infrastructure Limited hereinafter referred to as “the Company”.

This Code is in alignment with Company’s Vision and Values to achieve the Mission & Objectives and aims at enhancing ethical and transparent process in managing the affairs of the Company.

This Code of Conduct has been adopted by the Board of Directors of the Company for its Members and the senior executives’ one level below the Directors, including all functional heads (hereinafter referred to as "Specified employee").

The principal duty of the Board of Directors, along with management, is to ensure that the Company is well managed in the interests of its shareholders. The Board of Directors plays the central role in the Company's governance. It is the Company's decision-making authority on all matters except those reserved to shareholders or delegated to the management. The Board of Directors is not expected to assume an active role in the day-to-day management of the Company.

APPLICABILITY:
This Code shall be applicable to the following persons:

All Board Members unless specifically exempted from some provisions of this Code.
All Specified Employees.

KEY REQUIREMENTS: Board Members shall act within the authority conferred upon them, keeping the best interests of the Company in view and observe the following:

Shall act with utmost care, skill, diligence and integrity.

Shall act in utmost good faith and fulfill the fiduciary obligations without allowing their independence of judgment to be compromised.

Shall not involve in taking any decision on a subject matter in which a conflict of interest arises or which in his opinion is likely to arise.

Shall make disclosures to the Board relating to all material financial and commercial transactions, if any, where they have personal interest that may have a potential conflict with the interest of the company at large.

Shall not, in his official capacity, enter into business with (a) a relative or (b) a Private Limited Company in which he or his relative is a Member or a Director (c) a Public Limited Company in which he or his relative holds 2% or more paid-up share capital and (d) with a firm in which the relative is a partner, except with the prior approval of the Board unless otherwise permitted by law.

Shall avoid having any personal and/or financial interest in any business dealings concerning the Company.

Shall avoid any dealing with a Contractor or Supplier that compromises the ability to transact business on a professional, impartial and competitive basis or that may influence discretionary decision to be made by the Board Members/ Company.

Shall not hold any position or job or engage in outside business or other interest that is prejudicial to the interests of the Company.

Shall not exploit for their own personal gain, opportunities that are discovered through use of corporate property, information or position, unless the opportunity is disclosed fully in writing to the Board of Directors of the Company and the Board declines to pursue such opportunity and allow him to avail such opportunity.

Shall not seek or accept, directly or indirectly any gift from anyone having business dealings with the Company.

Shall not make any statement which has the effect of adverse criticism of any policy or action of the Government or of the Company or which is capable of embarrassing the relations between the Company and the public including all the stakeholders. Provided that nothing in this clause shall apply to any statement made or views expressed by a Board Member, which are purely factual in nature and are not considered as confidential, in his official capacity or in due performance of the duties assigned to him.

Shall not commit any offence involving moral turpitude.

COMPLIANCE WITH LAWS AND REGULATIONS: In carrying out their duties and responsibilities, Board Members and Specified employees should comply, and endeavor to ensure that the management is causing the Company to comply, with applicable laws, rules and regulations. In addition, if any Board Member and Specified employee becomes aware of any information that he or she believes constitutes evidence of a material violation of any securities or other laws, rules or regulations applicable to the Company or the operation of its business, by the Company, any employee or another Board Member and Specified employee, then such Board Member and Specified employee should bring such information to the attention of the Chairman of the Audit Committee.

PREVENTION OF INSIDER TRADING: The Board Members shall comply with the SEBI (Prohibition of Insider Trading) Regulations, 1992 in dealing with securities of the Company and or any of Company’s Parent / Subsidiary / Operating / Investment / Associate / Group Companies.

ENCOURAGING THE REPORTING OF ILLEGAL OR UNETHICAL BEHAVIOUR: Board Members and Specified employees should endeavor to ensure that management is causing the Company to promote ethical behavior and to encourage employees to report evidence of illegal or unethical behaviour to appropriate Company personnel. Board Member and Specified employees should endeavor to ensure that the Company will not allow retaliation against any employee who makes a good faith report about a possible violation of the Company's Code of Conduct.

CONFIDENTIALITY OF INFORMATION: Any information concerning the Company’s business, its customers, suppliers, etc. to which the Board Members / Specified employees have access or which are in their possession, must be considered confidential and held in confidence. No Board Member / Specified employees shall provide any information either formally or informally, to the press or any other media, unless specifically authorized.

PROTECTION OF ASSETS: In carrying out their duties and responsibilities, Board Members / Specified employees should endeavor to ensure that management is causing the Company's assets, intellectual property rights, proprietary information and resources to be used by the Company and its employees only for legitimate business purposes of the Company and shall not use the same for personal gain.

NO RIGHTS CREATED: This Code set forth guidelines for conduct for the Board Members / Specified employees. It is not intended to nor does it create any right in favour of any Board Members / Specified employees, client, supplier, customer, shareholder, or any other person or entity.

FAIR DEALING: In carrying out their duties and responsibilities, Board Members / Specified employees should endeavor to deal fairly, and should promote fair dealing by the Company, its employees and agents, with customers, suppliers and employees. Board Members / Specified employees should not seek to take unfair advantage of the Company through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing.

EMPLOYEES: The Board Members / Specified employees should respect each and every employee of the Company, treat each of them in a fair and equitable manner; respect their privacy and not to share/disclose their personal information without their prior consent; maintain non-discriminatory approach and refrain from harassing employees, making sexual advancements, coercion, threat by virtue of his/her position with the Company.

CUSTOMERS: The Board Members / Specified employees should ensure to provide products and services, which meet the desired quality and safety standards and redress the Customer's grievance genuinely.

SHAREHOLDERS: The Board Members / Specified employees should ensure to protect shareholders interest by ensuring maintenance of accurate and complete records by avoiding false misleading or artificial entries in the Books of accounts.
 
AMENDMENTS TO THE CODE: The provisions of this Code can be amended / modified by the Board of Directors of the Company from time to time and all such amendments/ modifications shall take effect from the date stated therein.

ENFORCEMENT OF CODE OF CONDUCT: Each Board Member / Specified employee shall be accountable for fully complying with this Code.

WAIVER: Any waiver of any provision of this Code for a Board Member / Specified employee must be placed for approval before the Board of Directors.

CONSEQUENCES OF NON-COMPLIANCE OF THIS CODE: In case of breach of this Code by the Board Members / Specified employees, the same shall be considered by the Board of Directors for initiating appropriate action, as deemed necessary.