FOX DIGITECH FINANCE LIMITED

CODE OF CONDUCT

FOX DIGITECH FINANCE LIMITED

CODE OF CONDUCT FOR BOARD OF DIRECTORS AND SENIOR MANAGEMENT

This Code of Conduct shall be called the Fox Digitech Finance Limited Code of Conduct for the Board of Directors and the Senior Management team. (hereinafter as code of conduct)

PREAMBLE

This Code has been framed in compliance keeping in mind the provisions of Regulations 17(5) & Regulation 26 (3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Obligations) and the other rules applicable to the company as amended from time to time.
The rationale of this Code of Conduct (the Code) is to conduct the business of the Company in accordance with the relevant laws, regulations, and rules and with the highest standard of ethics and values.
The matters covered in this code are of outmost importance to the Company, shareholders and other stakeholders of the Company and thus expedient for the company to incorporate the values that the company strives by this code of conduct for board of directors and senior management.

APPLICABILITY

This 'Code of Conduct' shall be applicable to Directors on the Board of Fox Digitech Finance Limited (the Company) and to Senior Management personnel of the Company.

DEFINITIONS

Board of Directors or Board means the Board of Directors of Fox Digitech Finance Limited, as constituted from time to time.

‘Company’ shall mean Fox Digitech Finance Limited.

‘Code of Conduct’ shall mean this code of conduct for the Board of Directors and Senior Management.

‘Senior Management personnel’ shall mean employees of the Company who are members of its core management team who are one level below the Executive Director and includes all functional Heads viz. President – Finance/Operations of the Company, all senior management personnel of the level of Vice Presidents of the Company and General Managers of the Hotels owned by the Company.

Regulations means regulations made by Securities Exchange Board of India as amended from time to time.

CODE OF CONDUCT

The company in recognition of the principles of the best corporate governance policies and practices is pleased to lay down the following duties, responsibilities and obligations of Directors and Senior Management personnel and to ensure that directors and senior management strive towards achieving the same by:

That the Director shall along with other Directors endeavour to act collectively at Board/Board Committee meetings further ensure that all important matters are brought up for discussions, the deliberations are open and transparent and the decisions are objective and are in best interests of the Company in mind.
That the Director shall not accept memberships of more than such number of committees or act as Chairman of more than such number of committees across all companies as is prescribed under applicable law and as amended from time to time or shall inform the Board of all such Committee Memberships at the beginning of each financial year and also with every change as and when it takes place.
That the Directors and Senior Management personnel shall inform their equity holding in the company and any changes thereof.
That Directors shall not indulge in any trading of the shares of the company which would come within the purview of the Company's Insider Trading Regulations and the Security and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time.
That In case of any agreement or contract which is or shall be entered into by and between two corporate entities, in which a Director is interested, the said Director shall forthwith draw the attention of the Board about the fact and shall not participate in the deliberations nor vote on the resolution relating to the same.
That the Director shall endeavour to comply with Regulations of Listing Obligations and other regulations as may be issued from time to time.
That the Director shall endeavour to conduct himself/herself in such a way that he/she does not incur any disqualification under provisions of the Companies Act 2013 and the Rules made thereunder and as amended from time to time.
That the Directors shall ensure that the financial statements and reporting, made on behalf of the Company, do not contain any statement that is untrue or omit any material fact or state such content that might be misleading and shall endeavour to present a true and fair view of the company's affairs in compliance with the prevailing accounting standards, and applicable laws and regulations as amended from time to time. That Directors and the Senior Management team shall strive to pursue corporate objectives to sustain the competitive edge of the company and shall refrain from being involved in any activity that would have any adverse effect on the objectives of the company or national interest.
That Directors and the Senior Management team shall be committed to enhance the shareholders' worth/value and shall strictly comply with all regulations and laws that govern shareholders' and other stakeholders rights
That Directors and the Senior Management team shall not engage in any activity or enter into any pecuniary relationship that might result in conflict of interest, either directly or indirectly and shall disclose, if already/ in future so entered.
That Directors and the Senior Management team shall not derive any personal benefit by influencing any decision relating to any transaction/s or be involved in any dealing with the company's promoters, its management or its subsidiaries, suppliers, shareholders and other stakeholders which may affect the independence of the said Director or senior management team member.
That the Directors shall endeavour to duly and fairly inform the shareholders all relevant aspects about the company's business and disclose such information as may be required, from time to time, in accordance with the applicable rules and regulations and as amended from time to time.
That the Directors shall endeavour to disclose the nature of their interest or concern in any material transaction made or proposed to be made on behalf of the Company as and when the Company is contemplating to transact any business with any such person. In such situations, the concerned Director is expected, besides disclosure, to abstain from any discussion or deliberations of Board meeting and Board committee meeting as the case may be
That a general notice given to the Company Secretary or any person so specified by the company for the purpose of disclosing the list of persons referred to in Section 184 of the Companies Act 2013 along with rules made thereunder shall be regarded as adequate notice that such Director is concerned or interested in any transaction, which may, after date of the notice, be entered into with that person(s) and shall deemed to be sufficient disclosure of his/her concern or interest in relation to any transaction. Further any change in the list of persons referred above shall be intimated in writing forthwith to the Company Secretary. Further that such notice shall be made annually and shall be submitted to the Board in the first meeting of each financial year.
That the Senior Management personnel/ person acting in concert with senior shall disclose the nature of their respective interest or concern in any material transaction made or proposed to be made on behalf of the Company as and when the Company is contemplating to transact any business with any such person.
That Directors and senior management personnel shall endeavour to make sure that the Company at all times complies with statutes, rules and regulations in letter and spirit.
That Directors shall remain responsible towards ensuring that that the report and recommendations of Audit Committee and Shareholders' /Investors' Grievance/ Nomination and renumeration committee and other committees as may be constituted from time to time shall receive due consideration.
That Directors and the Senior Management team shall conduct the Company's business in most efficient and transparent manner and in meeting their obligations to shareholders and other stakeholders.
That Directors and the Senior Management team in the course of their dealings with the Company may gain access to confidential information and hence must maintain absolute secrecy and shall endeavour to not part with such information except with the Board of Directors or as required by law.
That Directors and the Senior Management team shall endeavour to practice the highest standards of personal ethics, integrity and discipline in dealings with the Company and should not derive any undue personal benefit or advantage by virtue of his/her position or relationship with the Company.

COMPLIANCE WITH THE CODE

The Board is responsible to ensure compliance with the Code of Conduct and take necessary steps in the event of default.

WAIVER AND AMENDMENTS TO THE CODE

This Code is subject to the modifications and no amendment/waiver of any provision of the code is possible unless approved in writing by the Board of Directors of the Company.

DISCLOSURES

The Policy shall be disclosed in the Company’s website.

DISCLAIMER

That it shall be obligatory on the part of every Director and Senior Management team Member to make an annual disclosure under this Code affirming their adherence to the Code on annual basis in the format appended.
That this Code is in addition to and not in derogation with any Act, Law, rules and regulations that governs the conduct of Board Directors.
That his disclosure shall be made to the Board of Directors on 01 April, for the financial year preceding the date.

CODE OF CONDUCT FOR INDEPENDENT DIRECTORS

This Code of Conduct shall be called the Fox Digitech Finance Limited Code of Conduct for Independent Directors (hereinafter as code of conduct)

PREAMBLE

This Code has been framed in compliance keeping in mind the provisions of Section 149 of the companies act read along with Regulation 16(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Obligations) and the other rules applicable to the company as amended from time to time.
The rationale of this Code of Conduct (the Code) is to conduct the business of the Company in accordance with the relevant laws, regulations, and rules and with the highest standard of ethics and values.
The matters covered in this code are of outmost importance to the Company, shareholders and other stakeholders of the Company and thus expedient for the company to incorporate the values that the company strives by this code of conduct for independent directors.
The Company shall adopt all the best practices prescribed by SEBI from time to time and shall make appropriate modifications if any necessary to this Code to conform to the standards so prescribed
The Company’s policy is to treat all the clients consistently and fairly.
The Company will also communicate its code of conduct for independent director to its customers by uploading the FPC it on its website.

APPLICABILITY

This 'Code of Conduct' shall be applicable to Directors on the Board of Directors of Fox Digitech finance Limited (the Company) and the person acting in concert with the Independent director.

DEFINITIONS

Board of Directors or Board means the Board of Directors of Fox Digitech Finance Limited, as constituted from time to time

‘Company’ shall mean Fox Digitech Finance Limited.

‘Code of Conduct’ shall mean this code of conduct for the Board of Directors and Senior Management.

Regulations means regulations made by Securities Exchange Board of India as amended from time to time.

CODE OF CONDUCT

SHALL in addition to this code, abide by the code of conduct of Board of Directors and Senior Management as applicable to the independent director mutatis mutandis and shall endeavour to comply with the spirit of the articles of association of company in letter and spirit
SHALL endeavour to undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the company;
SHALL endeavour to strive to attend the general meetings of the company;
SHALL endeavour to 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;
SHALL endeavour to keep themselves well informed about the company and the external environment in which it operates;
SHALL endeavour to participate constructively and actively in the committees of the Board in which they are chairpersons or members;
SHALL endeavour to 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;
SHALL endeavour to 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;
SHALL endeavour to attend all meetings of the Board of Directors and of the Board committees of which he is a member;
SHALL endeavour to 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;
SHALL endeavour to report concerns about unethical behavior, actual or suspected fraud or violation of the company‘s code of conduct or ethics policy;
SHALL endeavour to acting within his authority, assist in protecting the legitimate interests of the company, shareholders and its employees;
SHALL NOT endeavour to act unfairly or obstruct the functioning of an otherwise proper Board or committee of the Board;
SHALL NOT endeavour to 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.

COMPLIANCE WITH THE CODE

The Board is responsible to ensure compliance with the Code of Conduct and take necessary steps in the event of default.

WAIVER AND AMENDMENTS TO THE CODE

This Code is subject to the modifications and no amendment/waiver of any provision of the code is possible unless approved in writing by the Board of Directors of the Company.

DISCLOSURES

The Policy shall be disclosed in the Company’s website.

DISCLAIMER

That it shall be obligatory on the part of every Director and Senior Management team Member to make an annual disclosure under this Code affirming their adherence to the Code on annual basis in the format appended.
That this Code is in addition to and not in derogation with any Act, Law, rules and regulations that governs the conduct of Board Directors.
That his disclosure shall be made to the Board of Directors on 01 April, for the financial year preceding the date.