Code Of Conduct

• “Our Code” is a public statement that the Company is committed to doing the right thing. It serves as a valuable resource to help employees and others make informed, ethical decisions based on guiding principles.
• “Our Code of Conduct” lays down responsibility and expectation required to follow principles and objectives set by “Our Code”.
• Because no code of conduct can cover every possible situation, the Company relies on you to use good judgment and to speak up when you have questions or concerns.

Everyone at all levels of OCL Iron & Steels Limited and its subsidiaries (“the Company”) has an obligation to know and follow this Code of Conduct (the “Code”), including:

• All members of the Board of Directors OCL Iron & Steels Limited and its subsidiaries (“the Company”).
• All employees and officers of OCL Iron & Steels Limited and its subsidiaries (“the Company”).

Everyone at all levels of OCL Iron & Steels Limited and its subsidiaries (“the Company”) has an obligation to know and follow this Code of Conduct (the “Code”), including:

• Employee responsibilities
  • Read and be familiar with the information in our Code
  • Affirm annually that you have acted in accordance with our Code
  • Act in a manner that is safe, ethical and consistent with applicable laws and regulations and Our Code.
  • Raise questions and concerns if you become aware of possible violations of our Code of Conduct.
  • Cooperate fully when responding to an investigation or audit.
• Additional responsibilities of managers Be a positive role model and support your team members by:
  • Creating an environment that is respectful and inclusive.
  • Encouraging them to speak up,
  • Listening and responding to concerns when they are raised.
  • Doing your part to make sure that no one experiences retaliation for speaking up or cooperating in an investigation.
  • Help your team members understand the requirements of Our Code and applicable laws.
  • Be consistent when enforcing our requirements and holding people accountable for their behavior at work.
• Additional responsibilities of Directors
  • Directors shall also be responsible to perform the duties specified as per the Companies Act, 2013 and other relevant laws.
• Zero tolerance on retaliation
  • The Company does not tolerate retaliation. We consider acts of retaliation to be misconduct. Retaliation can take many forms, for example: threats, intimidation, exclusion, humiliation, and raising issues maliciously or in bad faith.
  • If you think that you or someone you know has experienced retaliation, contact any of the resources mentioned as per “How you can speak up”.

• Always operate safely and securely We must be vigilant, disciplined, and always looking out for one another. Each of us is a role model for safety:
  • Do not undertake work that you are not qualified to perform.
  • Stop your own work or others', if you consider it unsafe.
  • Play your part in protecting the environment – make it a personal foremost priority. 3.1.4. Be sure that your performance is not impaired, for example by a lack of sleep, alcohol, or any other drugs.
  • Expect and encourage contractors and others with whom we work with to comply with applicable Health, Safety, Security and Environment requirements.
  • Report any accident, injury, illness, or unsafe condition immediately. Never assume that someone else has reported or will report a risk or concern.
  • Know the emergency procedures that apply where you work.

• Equal opportunity is a matter of fairness, respect and dignity We value the unique contribution that each person brings to the Company:
  • Treat everyone with respect.
  • Be respectful of cultural differences. Base your work-related decisions on merit and qualifications - not on race, color, national origin, religion, caste, gender, age, sexual orientation, gender identity or expression, marital status, medical condition, disability, or any other characteristics or status that is legally protected.
  • Offensive messages, derogatory remarks and inappropriate jokes are never acceptable.
  • Being in full compliance with the laws, rules and regulations related to Fair Employment Practices in letter and spirit.
• Provide a workplace that is free from harassment and intimidation We do not tolerate any form of abuse or harassment:
  • Help create a work environment free of all forms of harassment.
  • Inappropriate comments of a sexual nature or any other sexually offensive behavior will not be tolerated.
• Personal relationships in the workplace

  We respect the privacy of our employees but recognize that personal relationships may interfere with work.

  • Employees may not have an intimate relationship with another employee if they have any influence over the other employee's salary or career path.
  • If such a relationship exists, it must be reported to management.
• Protecting personal information

  We respect your privacy and will only take an interest in what you do outside of work if it affects the Company’s reputation or legitimate business interests.

  • Label and treat personal information as 'Confidential'.
  • If in doubt consult your HR Business Partner.

• Build and maintain relationships with suppliers and business partners

  We seek to work with others who share our commitments to safety and ethics and compliance.

  • Communicate clearly our relevant expectations to our suppliers and business partners, agreeing to the contractual obligations where applicable.
  • Take the appropriate measures if they do not meet those expectations or obligations.
• Appropriately exchange gifts and entertainment

  We do not accept or provide gifts or entertainment in return for any business, services or confidential information or if the intent is to bias a decision.

  • Do not offer or accept bribes, kickbacks or any other kind of improper payment including facilitation payments.
• Be proactive and manage conflicts of interest

  A conflict of interest may occur when your interests or activities affect your ability to make objective decisions for the Company. Disclose such situations to the Ethics and Compliance Taskforce about:

  • Outside jobs and affiliations with competitors, customers or suppliers
  • You are advised to avoid conducting the Company's business with your relative, or with a business in which a relative is associated in any significant role
  • Investments, including those of close relatives, which might influence or appear to influence your judgment
  • Employees are required to obtain approval from the Ethics and Compliance Taskforce before accepting any directorship / assignment in any company.
• Avoid Anti-competitive Conduct
  • Competition and Anti-trust laws are complex and often fact specific. We fully respect all realms of confidentiality, including of any competitor's information and our own.
  • In case of any doubt or questions in this regard, you are advised to consult our Legal team.
  • Engagement in activities like but not limited to any form of agreement or understanding with competitors to fix prices, rig bids, sharing of company data or information, or copying the same on personal device or email or storage media, allocate customers and/or restrict supply is completely unacceptable and will invoke extremely severe disciplinary measures and actions.
• Preventing money laundering Money laundering is the process of hiding illegal funds or making them look as though they are legitimate. It also covers the use of legitimate funds to support crime or terrorism.
  • Never become involved in money laundering.
  • Know who you are doing business with by following our counterparty due diligence procedures.

We have established the Vigil Mechanism policy to process and investigate Protected Disclosures. “Protected Disclosures” are disclosures of a Reportable Matter.

• Reportable Matter' means a genuine concern concerning actual or suspected:
  • fraudulent practices, such as improperly tampering with the books and records, or theft of company property;
  • corruption, including bribery and money laundering;
  • Breaches of the Code of Conduct.
• Contact Details: Protected Disclosures are to be made to the Committee as follows:
  • by email to titir_cs@smgroup.co.in;
  • by letter addressed to the Committee, marked “Private and Confidential”, and delivered to the Chairman of the Committee.

  We treat the identity of the whistleblower and the fact that a Protected Disclosure has been made as confidential. For more details refer ''Vigil Mechanism and Whistle Blower Policy”.

Independent Directors, in addition to above duties, shall also perform the below mentioned duties:

• Undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the Company;
• Seek appropriate clarifications or amplification of information and, where necessary, take and follow appropriate professional advice and opinion of outside experts at the expense of the Company;
• Strive to attend all the meetings of the Board of Directors and of Board committees of which they are members;
• Participate constructively and actively in the committees of Board in which they are chairpersons or members;
• Strive to attend the general meetings of the Company;
• 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 meetings;
• keep themselves well informed about the company and the external environment in which it operates;
• Not to unfairly obstruct the functioning of an otherwise proper Board or the Committee of the Board;
• 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;
• Ascertain and ensure that the Company has and 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;
• Report concern about unethical behavior, actual or suspected fraud, or violation of company's code of conduct or ethics policy;
• Acting within his authority, assist in protecting the legitimate interests of the company, shareholders and its employees;
• 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.

• Maintain accurate and complete information and records

  Our stakeholders rely on our accurate and complete disclosures and business records. Such information is also essential within the Company so that we can make good decisions.

  • Ensure all transactions are properly authorized, recorded and reported, as required. 8.1.2. Follow applicable rules and regulations in the domains where we operate and when creating, maintaining, retaining or destroying documents including those in electronic formats.
• Protect the Company's assets

  Company assets include facilities, property and equipment, computers and IT systems, information, digital assets, systems and data, corporate opportunities and funds.

  • Make sure our assets are not applied for personal benefit and/or benefit of your related party
  • Ensure adequate security measures and security systems are in place for protecting the digital assets
  • Make sure your user IDs and passwords are secure
  • Limited personal use of computer equipment, phones, email and internet access will usually be acceptable
  • The Company trusts that you will uphold the brand and reputation of the company in all public forums, including on social media and other digital platforms. Do not share any confidential information on public platforms.
• Do not engage in corporate opportunities

  You should not engage in any corporate opportunities except as may be approved by the Board of Directors as per delegation of authority.

• Data Privacy
  • Follow all the privacy laws, rules and regulations in the jurisdictions in which we operate.
  • Respect privacy of our business partners, associates, employees, customers and other individuals.
  • Ensure appropriate record retention and other measures to safeguard personal information.
  • Collect and use data in a lawful, fair, legitimate and ethical way.
• Do not engage in insider dealing
  • Trading in the securities when you have inside information, or sharing it with others is illegal and can result in severe penalties. Never indulge in forward dealings in securities of the Company. Both these are prohibited activities.
  • Never buy or sell any of its companies' securities if you have inside information.
  • Never spread false information to manipulate the price of listed securities.
  • Trading indirectly when in possession of inside information, for example through family members or others, or providing 'tips' is also prohibited.
  • If in doubt, check with Legal or Company Secretary's office.
• PRODUCTS AND SERVICES
  • We are committed to supplying products and services of world-class quality that meet all applicable standards.
  • The products and services we offer shall comply with applicable laws, including product handling, labelling and after-sales obligations.
  • We shall market our products and services on their own merits and not make unfair or misleading statements about the products and services of our competitors.

We shall comply with all relevant export controls or trade sanctions in the course of our business.

• We support the development and operation of competitive open markets and the liberalisation of trade and investment in each country and market in which we operate.
• We shall not enter into any activity constituting anti-competitive behaviour such as abuse of market dominance, collusion, participation in cartels or inappropriate exchange of information with competitors.
• We collect competitive information only in the normal course of business and obtain the same through legally permitted sources and means.

• Our dealings with our customers shall be professional, fair and transparent.
• We respect our customers’ right to privacy in relation to their personal data. We shall safeguard our customers’ personal data, in accordance with applicable law.

He Code does not provide a comprehensive and complete explanation of all expectations from a company standpoint or obligations from a stakeholder standpoint.

Our employees have a continuing obligation to familiarize themselves with all applicable law, group-level advisories and policies, company-level policies, procedures and work rules as relevant. For any guidance on interpretation of the Code, we may seek support from our company’s Ethics Counsellor or from the group’s Chief Ethics Officer, as appropriate.

This version of the Code of Conduct stands effective from 22.03.205

For any query or clarification on the Code, please contact the office of the Company Secretary via email at: titir_cs@smgroup.co.in