1. Introduction

   • This Code of Conduct (hereinafter referred to as the “Code”) shall be called “The Code of Conduct for Board Members and Senior Management Personnel” of Geologging Industries Limited (hereinafter referred to as the “GIL”).
   • This Code envisages that the Board of Directors of GIL (“Board”) and Senior Management Personnel (as hereinafter defined) (collectively referred to as “Officers”) must act within the bounds of the authority conferred upon them and with a duty to comply with the requirements of applicable law.
   • The purpose of this Code is to enhance ethical and transparent process in managing the affairs of GIL, and thus to sustain the trust and confidence reposed in the Officers by the shareholders of GIL. Officers are expected to understand, adhere to, comply with and uphold the provisions of this Code and the standards laid down hereunder in their day-to-day functioning.
   • The principles prescribed in this Code are general in nature and lay down broad standards of compliance and ethics, as required by Clause 49 of the Listing Agreement with BSE. The Officers should also review other applicable policies and procedures of GIL for specific instructions and guidelines, which are to be read in conjunction with this Code.
   • GIL currently has in place Conduct, Discipline & Appeal Rules, (the “CDA Rules”), which govern the conduct of all employees of GIL including Whole-time Directors but excluding Non Whole-time Directors. This Code has now been framed specifically in compliance with the provisions of Clause 49 of the Listing Agreement with BSE. In respect of GIL’s Whole-time Directors and Senior Management Personnel this Code is to be read in conjunction with the CDA Rules.



2. Definitions & Interpretation

   In these Code, unless repugnant to the meaning or context thereof, the following expressions, wherever used in this Code, shall have the meaning assigned to them below:
   • "Board" shall mean the board of Directors of GIL.
   • "Board Members" shall mean the Directors on the board of Directors
   • "GIL" shall mean the Indian Oil Corporation Limited.
   • "Officers" shall collectively refer to the Board Members and the Senior Management Personnel
   • "Relative" shall have the same meaning assigned to the term in Sections 2(41) and 6 of the Companies Act, 1956, read with Schedule IA of the Companies Act, 1956, and as more specifically detailed in Appendix I.
   • "Senior Management Personnel" shall mean personnel of GIL who are members of its core management team excluding the Board of Directors and would comprise of all members of management one level below the Whole Time Directors, including head of departments directly reporting to Whole Time Directors.
   • "Whole Time Directors" shall mean the Board Members who are in the whole-time employment of GIL.
   • "Non Whole Time Directors" shall mean the Board Members who are part-time Directors and not in the whole time employment of GIL.
In this Code words importing masculine shall include feminine and words importing singular shall include plural or vice versa.



3. Applicability

   This Code shall be applicable to the following persons:
   • Board Members
   • Senior Management Personnel.



4. Ethical Conduct

   Every Officer shall act within the authority conferred upon him by GIL and under applicable law, keeping the best interests of GIL in view and shall:
   • Act with professionalism, utmost care, skill, diligence, honesty, good faith and integrity as well as high moral and ethical standards;
   • Fulfill their fiduciary obligations without allowing their independence of judgment to be compromised;
   • Act fairly and transparently and not participate in any decision-making process on a subject matter in which a conflict of interest exists or is likely to exist such that an independent judgment of GIL’s best interest cannot be exercised;
   • Avoid conducting 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 pre-defined percentage of shares or voting right and (d) with a firm in which the relative is a partner, except with the prior approval of the Board;
   • Avoid having any personal and/or financial interest in any business dealings concerning GIL;
   • Not engage in any business, relationship or activity with anyone who is a party to a transaction with GIL;
   • Avoid any dealings with a contractor or supplier that compromises the ability to transact business on a professional, impartial and competitive basis or influences decisions to be made by GIL;
   • Not hold any positions or jobs or engage in other businesses or interests that are prejudicial to the interests of GIL;
   • Not exploit for his 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 and the Board declines to pursue such opportunity;
   • Not seek, accept, or offer or make, directly or indirectly, any gifts, illegal payments, remuneration, donations or comparable benefits which are intended to or perceived to obtain business or uncompetitive favours for the conduct of business save as otherwise provided under the CDA Rules;
   • Not commit any offence involving moral turpitude or any act contrary to law or opposed to public policy.



5. Disclosures

   • Notwithstanding that any instances of conflict of interest exist due to any historical reasons, adequate and full disclosure by the interested Officer should be made to GIL. It is also incumbent upon every Officer to make a full disclosure of any interest which the Officer or the Officer’s immediate family, which would include parents, spouse and children, may have in a company or firm which is a supplier, customer, distributor of or has other business dealings with GIL.
   • With respect to related party disclosures, Board Members shall make disclosure to the Board and Senior Management Personnel shall make disclosure to the Chairman.
   • If an Officer fails to make a disclosure as required herein, and GIL of its own accord becomes aware of an instance of conflict of interest that ought to have been disclosed by the Officer, GIL would take a serious view of the matter and consider suitable disciplinary action against the Officer.



6. National Interest

   The Company shall conduct its business affairs in accordance with the economic development and foreign policy objectives of the country and strive to make a positive contribution at the international, national and regional levels. It shall not undertake any activity that will have any adverse impact on the social and cultural life of the citizens.



7. Equal - Opportunities Employer

   The Company provides equal opportunities to qualified applicants for employment, without regard to their race, caste, religion, colour, ancestry, marital status, sex, age, etc. Employees of the Company are treated with dignity and it maintains a work environment free of sexual harassment. Employees are encouraged to take additional responsibilities so to provide equal opportunity for upward mobility on merit-based system.



8. A Gender Friendly Workplace

   The Company is committed to a gender friendly workplace. It provides equal opportunities for men and women; it institutes good employment practices; and abhors sexual harassment at the workplace.
   "Sexual harassment includes unwelcome physical contact, demand or request for sexual favours, sexually coloured remarks, showing pornography, and any other unwelcome physical, verbal or non-verbal conduct of a sexual nature. RLL encourages employees to report any harassment and has instituted proper method to take appropriate action, when required."



9. Insider Trading

   Every Officer shall comply with the Code of Internal Procedures and Conduct in dealing with the securities of GIL.



10. Public Representation and Confidentiality of Information

    • GIL honours the information requirements of the public and its stakeholders. In all its public appearance with respect to disclosing information in relation to GIL’s activities to public constituencies such as the media, the financial community, employees and shareholders, GIL shall be represented only by specifically authorised Officers.
    • Any information concerning GIL’s business, its customers, suppliers, etc. to which the Officers have access or which is possessed by the Officers, must be considered privileged and confidential and should be held in confidence at all times, and should not be disclosed to any person, unless (i) authorised by the Board; or (ii) the same is part of the public domain at the time of disclosure; or (iii) is required to be disclosed in accordance with applicable laws



11. Regulatory Compliance

    Every Officer shall, in his business conduct, comply with all applicable laws, rules and regulations, both in letter and in spirit, in all the territories in which he operates. If the ethical and professional standards set out in the applicable laws and regulations are below that of the Code, then the standards of the Code shall prevail.



12. Health, Safety And Environment

    GIL and the Officers shall strive to provide a safe and healthy working environment and comply, in the conduct of its business affairs, with all regulations regarding the preservation of the environment of the territory it operates in. The Officers shall be committed to prevent the wasteful use of natural resources and minimize any hazardous impact of the development, production, use and disposal of any of its products and services on the ecological environment.



13. Protection Of Assets

    The Officers shall not misuse, for personal gain or otherwise, the assets of GIL, including tangible assets such as equipment and machinery, systems, facilities, materials, resources as well as intangible assets such as proprietary information, relationships with customers and suppliers, etc., and shall employ them for the purpose of conducting the business for which they are duly authorised.



14. Amendments To The Code

    The provisions of this Code can be amended and modified by the Board of Directors of GIL from time to time and all such amendments and modifications shall take effect from the date stated therein. All Officers shall be duly informed of such amendments and modifications.



15. Placement Of The Code On Website

    Pursuant to Clause 49 of the Listing Agreement, this Code and any amendments thereto shall be posted on the website of GIL.



16. Enforcement Of Code Of Conduct

    Each Officer shall be accountable for fully complying with this Code.



17. Consequences Of Non-Compliance Of This Code

    • In case of breach of this Code by the Non Whole Time Directors, the same shall be considered by the Board for initiating appropriate action, as deemed necessary.
    • In case of breach of this Code by the Whole Time Directors and Senior Management Personnel, the same shall be dealt with in accordance with the CDA Rules.
      

The Board has set out guidelines for fair and democratic corporate governance to serve the goal of: benefit to the investor.

• Leadership and vision
• Integrity
• Well informed on matters relating to Geologging’s business activity
• Returns to the investor
• Achievement of financial objectives and goals
• Long term vision for Geologging to attain long term economic benefits
• Accomplishment of strategic objectives
• Development of management.
•  Set the Chief Executive Officer’s and Board’s compensation for the next year based upon a recommendation from the Compensation Committee.
• Review annually succession plan and management development programs and evaluate the process in perspective with the needs of the market, industry and business environment.
• Periodically review strategic and business plans and test Company’s performance against such plans.
• Review applicable laws and regulations; Geologging maintenance of accounts, financial, disclosure, and other controls; and the adequacy of compliance systems and controls, and adopt policies to govern corporate conduct and compliance.
• Review issues in corporate governance
• Annual evaluation of the effectiveness of the Board.

Board Membership of Geologging
Candidates for membership to Board will have following qualifications:

• Possess high personal and professional ethics
• Innovative and independent in their thinking
• Practical in implementing strategies
• Discriminatory and mature judgment
• Qualified, trained and experienced to oversee the responsibilities and duties being handled. Experience shall be relevant to the market and industry in which Geologging operates.
• Willing to devote necessary time to disburse assigned duties and responsibilities as a member of the Board.
• Pursue decisions that will be in the benefit of the shareholder and ensure shareholder interest is represented at all times. And to forfeit those that conflict with shareholder interest.
  
• Establish a clear and direct method of communication between shareholders and the Board
• A dedicated telephone number +91-22-2611-4943 and an email address Investorsrelations@gilgroup.com has been set up to enable investors to directly contact Geologging
  Information regarding these methods of communication is also on Geologging’s web site, www.gilgroup.com, “Corporate Governance”
  
  Geologging’s Director of Corporate Governance, a Company employee, reviews all shareholder communications. The Chairman and Chief Executive Officer is promptly notified of any significant communication involving accounting, internal accounting controls, or auditing matters. A report summarizing all communications is sent to each Director quarterly and copies of communications are available for review by any Director.
  
  
The Rights of Shareholders and Key Ownership Functions
• Shareholder rights shall include the right to:
  • secure methods of ownership registration
  • convey or transfer shares
  • obtain relevant and material information on Geologging on a timely and regular basis
  • participate and vote in general shareholder meetings
  • elect and remove members of the board
  • share in the profits of Geologging
• Shareholders shall have the right to participate in, and to be sufficiently informed on, decisions concerning fundamental corporate changes such as:
  • amendments to the statutes, or articles of incorporation or similar governing documents of the company
  • the authorisation of additional shares
  • extraordinary transactions, including the transfer of all or substantially all assets, that in effect result in the sale of the company.
• Shareholders shall have the opportunity to participate effectively and vote in general shareholder meetings and shall be informed of the rules, including voting procedures, that govern general shareholder meetings:
  • Shareholders shall be furnished with sufficient and timely information concerning the date, location and agenda of general meetings, as well as full and timely information regarding the issues to be decided at the meeting.
  • Shareholders shall have the opportunity to ask questions to the board, including questions relating to the annual external audit, to place items on the agenda of general meetings, and to propose resolutions, subject to reasonable limitations.
  • Effective shareholder participation in key corporate governance decisions, such as the nomination and election of board members, shall be facilitated. Shareholders shall be able to make their views known on the remuneration policy for board members and key executives. The equity component of compensation schemes for board members and employees shall be subject to shareholder approval. Shareholders shall be able to vote in person or in absentia, and equal effect shall be given to votes whether cast in person or in absentia.
• Capital structures and arrangements that enable certain shareholders to obtain a degree of control disproportionate to their equity ownership shall be disclosed.
• Markets for corporate control shall be allowed to function in an efficient and transparent manner.
• The rules and procedures governing the acquisition of corporate control in the capital markets, and extraordinary transactions such as mergers, and sales of substantial portions of corporate assets, shall be clearly articulated and disclosed so that investors understand their rights and recourse. Transactions shall occur at transparent prices and under fair conditions that protect the rights of all shareholders according to their class.
• Anti-take-over devices shall not be used to shield management and the board from accountability.
• The exercise of ownership rights by all shareholders, including institutional investors, shall be facilitated.
• Institutional investors acting in a fiduciary capacity shall disclose their overall corporate governance and voting policies with respect to their investments, including the procedures that they have in place for deciding on the use of their voting rights.
• Institutional investors acting in a fiduciary capacity shall disclose how they manage material conflicts of interest that may affect the exercise of key ownership rights regarding their investments.
• Shareholders, including institutional shareholders, shall be allowed to consult with each other on issues concerning their basic shareholder rights as defined in the Principles, subject to exceptions to prevent abuse.

• All shareholders of the same series of a class shall be treated equally.
• Within any series of a class, all shares shall carry the same rights. All investors shall be able to obtain information about the rights attached to all series and classes of shares before they purchase. Any changes in voting rights shall be subject to approval by those classes of shares which are negatively affected.
• Minority shareholders shall be protected from abusive actions by, or in the interest of, controlling shareholders acting either directly or indirectly, and shall have effective means of redress.
• Votes shall be cast by custodians or nominees in a manner agreed upon with the beneficial owner of the shares.
• Impediments to cross border voting shall be eliminated.
• Processes and procedures for general shareholder meetings shall allow for equitable treatment of all shareholders. Company procedures shall not make it unduly difficult or expensive to cast votes.
• Insider trading and abusive self-dealing shall be prohibited.
• Members of the board and key executives shall be required to disclose to the board whether they, directly, indirectly or on behalf of third parties, have a material interest in any transaction or matter directly affecting Geologging

The Role of Stakeholders in Corporate Governance
The corporate governance framework shall recognise the rights of stakeholders established by law or through mutual agreements and encourage active co-operation between cGeologging and stakeholders in creating wealth, jobs, and the sustainability of financially sound enterprise.

• The rights of stakeholders that are established by law or through mutual agreements are to be respected.
• Where stakeholder interests are protected by law, stakeholders shall have the opportunity to obtain effective redress for violation of their rights.
• Performance-enhancing mechanisms for employee participation shall be permitted to develop.
• Where stakeholders participate in the corporate governance process, they shall have access to relevant, sufficient and reliable information on a timely and regular basis.
• Stakeholders, including individual employees and their representative bodies, shall be able to freely communicate their concerns about illegal or unethical practices to the board and their rights shall not be compromised for doing this.
• The corporate governance framework shall be complemented by an effective, efficient insolvency framework and by effective enforcement of creditor rights.
  
  Disclosure and Transparency
  The corporate governance framework shall ensure that timely and accurate disclosure is made on all material matters regarding the corporation, including the financial situation, performance, ownership, and governance of the company.
  

• Disclosure shall include, but not be limited to, material information on:
  • The financial and operating results of the company.
  • Company objectives.
  • Major share ownership and voting rights.
  • Remuneration policy for members of the board and key executives, and information about board members, including their qualifications, the selection process, other company directorships and whether they are regarded as independent by the board.
  • Related party transactions.
  • Foreseeable risk factors.
  • Issues regarding employees and other stakeholders.
  • Governance structures and policies, in particular, the content of any corporate governance code or policy and the process by which it is implemented.
• Information shall be prepared and disclosed in accordance with high quality standards of accounting and financial and non-financial disclosure.
• An annual audit shall be conducted by an independent, competent and qualified, auditor in order to provide an external and objective assurance to the board and shareholders that the financial statements fairly represent the financial position and performance of the company in all material respects.
• External auditors shall be accountable to the shareholders and owe a duty to the company to exercise due professional care in the conduct of the audit.
• Channels for disseminating information shall provide for equal, timely and cost- efficient access to relevant information by users.
• The corporate governance framework shall be complemented by an effective approach that addresses and promotes the provision of analysis or advice by analysts, brokers, rating agencies and others, that is relevant to decisions by investors, free from material conflicts of interest that might compromise the integrity of their analysis or advice.

Corporate Governance Certificate

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