Code of conduct for Directors and Senior Management

 

M/s Genera Agri Corp Limited

CODE OF ETHICS FOR DIRECTORS, SENIOR EXECUTIVES AND FINANCIAL OFFICERS


1. Purpose of Code of Ethics
The purpose of this Code of Ethics (“Code”) is: to deter wrongdoing and promote the honest and
ethical business conduct of our Directors, Senior Executive and Financial Officers (described
below), including the ethical handling of actual or apparent conflicts of interest between
personal and professional relationships; to promote full, fair, accurate, timely and
understandable disclosure in periodic reports and documents filed with, or submitted to, The
Securities and Exchange Board of India (“SEBI”) by Genera Agri Corp Limited; to promote
compliance with all applicable law, rules and regulations that apply to the Company and its
officers; to provide for the prompt internal reporting to an appropriate person of violations of
this Code; and to ensure accountability for adherence to this Code. References in this Code to
the Company mean Genera Agri Corp Limited. References to Compliance Officer and to the Chief
Executive Officer mean the Compliance Officer and the Chief Executive Officer of Genera Agri
Corp Limited.

2. Introduction
This Code is applicable to the Company’s chief executive officer, chief financial officer, Company
Secretary, chief operating officers, Compliance Officer, All professionals serving the roles of
finance, tax, accounting, purchase, treasury, internal audit and investor relations (or any persons
performing similar functions, together, the “Senior Executive and Financial Officers”). Further,
this includes all disclosure committee members, all members of the senior management, the
members of the audit committee, and members of the Board of Genera Agri Corp Limited.
While we expect honest and ethical conduct in all aspects of our business from all of our
employees, we expect the highest possible honest and ethical conduct from our Senior Executive
and Financial Officers. As a Senior Executive or Financial Officer, you are an example for other
employees and we expect you to foster a culture of transparency, integrity and honesty.
Compliance with this Code is a condition to your employment and any violations of the Code
may result in disciplinary action, up to and including termination of your employment.
Waivers or amendments, if any, of this Code may be made only by the Board and will be
disclosed in accordance with applicable law and stock exchange rules. Annually all officers, will
be asked to sign an acknowledgement indicating their continued understanding of the Code. All
such waivers and amendments of any provision of this code shall be promptly disclosed in
Company’s website and in applicable filings, together with details about nature of amendment
or waiver.III. Conflict of Interest

A conflict of interest occurs when your private interests (financial or other) interfere, or even
appear to interfere, in any way, with the interests of the Company as a whole. Conflicts of
interest can also arise when you take actions or have interests, or a member of your family has
interests, that may make it difficult for you to perform your duties to the Company objectively
and effectively. When a potential conflict of interest arises, it is important that you act with great
care to avoid even the appearance that your actions were not in the best interest of the
Company.

Conflicts of interest may not always be clear-cut. If you have a question, you should consult with
Compliance Officer. If you become aware of an actual, potential or apparent conflict of interest,
you should bring it to the attention of the Compliance Officer (or, if it involves the Compliance
Officer, the Chief Executive Officer).

Although we cannot list every conceivable conflict, following are some common examples that
illustrate actual or apparent conflicts of interest that should be avoided:

A. Improper Personal Benefits
Conflicts of interest arise when an officer or a member of his or her family receives improper
personal benefits from the Company or from other parties as a result of his or her position
in the Company. You may not accept any benefits from the Company that have not been
duly authorized and approved pursuant to Company policy and procedure, including any
Company loans or guarantees of your personal obligations or those of a family member.
Neither you nor any person with whom you have a close personal relationship may accept
gifts or anything of value (including entertainment) from a vendor or customer if that gift or
other thing of value is, or could reasonably be considered to be, intended to influence your
behavior toward that vendor or customer. Absent such circumstances, gifts may be accepted
when permitted by applicable law if they are non-cash gifts of nominal value (Rs. 5,000/- or
less, individually or in the aggregate) or customary and reasonable meals and entertainment
at which the giver is present, such as an occasional business meal or sporting event. Travel
or lodging may not be accepted unless previously approved by the Genera Agri Corp Limited
Compliance Officer; the Chief Financial Officer; or the Chief Executive Officer.
If you are offered money or a gift not in conformity with the exceptions noted above, or if
either arrives at your office or home, you must report it to your supervisor in writing with a
copy to the Compliance Officer (or with respect to the Compliance officer, the Chief
Executive Officer). Please refer to Company’s Code of Business Conduct Gift Policy in this
regard.B.

Financial Interest in other Business
You should avoid having an ownership interest in any other enterprise if that interest
compromises or appears to compromise your loyalty to the Company. For example, you may
not own an interest in a Company that competes with the Company or that does 3 business
with the Company (such as a supplier) unless you obtain the written approval of the
Compliance Officer (or, with respect to the Compliance Officer, written approval of the Chief
Executive Officer) before making any such investment. Any such approval would be given
only in accordance with policies established by the Board and after review by the Board.
However, it is not typically considered, and the Company does not consider it, a conflict of
interest (and therefore prior written approval is not required) to make investments in
competitors, customers or suppliers that are listed on a national or international securities
exchange so long as the total value of the investment is less than one percent of the
outstanding stock of the corporation and the amount of the investment is not so significant
that it would affect your business judgment on behalf of the Company.

C. Business Arrangements with the Company
Without the prior written approval of the Compliance Officer (or, with respect to the
Compliance Officer, written approval of the Chief Executive Officer), you may not participate
in a joint venture, partnership or other business arrangement with the Company. In general,
such business arrangements are disfavored, and any such approval would be given only in
accordance with policies established by the Board and after review by the Board.

D. Corporate Opportunities
If you learn of a business or investment opportunity through the use of corporate property
or information or your position at the Company, such as from a competitor or actual or
potential supplier or business associate of the Company (including a principal, officer,
director or employee of any of the above), you may not participate in the business or make
the investment without the prior written approval of the Compliance Officer (or, with
respect to the Compliance Officer, written approval of the Chief Executive Officer). Such an
opportunity should be considered an investment opportunity for the Company in the first
instance, and any such approval would be given only in accordance with policies established
by the Board and after review by the Board.

E. Outside Employment or activities with a Competitor
Simultaneous employment with or serving as a consultant to or director of a competitor of
the Company is strictly prohibited, as is any activity that is intended to or that you should
reasonably expect to advance a competitor’s interests at the expense of the Company’s
interests. You may not market products or services in competition with the Company’s
current or potential business activities. It is your responsibility to consult with the Chief
Executive Officer to determine whether a planned activity will compete with any of the
Company’s business activities before you pursue the activity in question.

F. Outside Employment with a Customer or Supplier
Without the prior written approval of the Compliance Officer (or, with respect to the
Compliance Officer, written approval of the Chief Executive Officer), you may not be a
supplier or be employed by, serve as a consultant to or director of or represent a customer
or supplier to the Company, or anyone else who does, or seeks to do, business with the
Company (other than as a retail customer). Without the prior written approval of the
Compliance Officer (or, with respect to the Compliance Officer, written approval of the Chief
Executive Officer), you may not accept money or benefits of any kind from a third party as
compensation or payment for any advice or services that you may provide to a customer,
supplier or anyone else in connection with its business with the Company.

G. Family Members Working In the Industry
As a general rule, Officers should avoid conducting Company business with a relative, or with
a business in which a relative is associated in any significant role. Relatives include spouse,
siblings children, parents, grandparents, grandchildren, aunts, uncles, nieces, nephews,
cousins, step relationships, and in-laws or someone else with whom you have a familial
relationship is a competitor or supplier of the Company or is employed by one, you must
disclose the situation to the Compliance Officer (or, with respect to the Compliance Officer,
to the Chief Executive Officer) so that the Company may assess the nature and extent of any
concern and how it can be resolved. You must carefully guard against inadvertently
disclosing Company confidential information and being involved in decisions on behalf of
the Company that involve the other enterprise

If you have any doubt as to whether or not conduct or a relationship would be considered
an actual or apparent conflict of interest or could be expected to give rise to such a conflict,
you should consult with the Compliance Officer.

IV. Accurate Periodic Reports and Public Communications
As you are aware, full, fair, accurate, timely and understandable disclosure in our periodic
reports and other documents filed with, or submitted to, the SEBI and in our other public
communications is required by SEBI Guidelines and is essential to our continued success.
Please exercise the highest standard of care in preparing and reviewing such materials. We
have established the following guidelines in order to ensure the quality of our periodic
reports and other such documents.

All Company accounting records, as well as reports produced from those records, must be
kept and presented in accordance with the laws of each applicable jurisdiction.
 All records must fairly and accurately reflect the transactions or occurrences to which they
relate.
 All records must fairly and accurately reflect in reasonable detail the Company’s assets,
liabilities, revenues and expenses.
 The Company’s accounting records must not contain any false or intentionally misleading
entries. No transaction may be intentionally misclassified as to accounts, departments or
accounting periods or in any other manner.
 All transactions must be supported by accurate documentation in reasonable detail and
recorded in the proper account and in the proper accounting period.
 No information may be concealed from the internal auditors or the independent auditors.
 Compliance with Generally Accepted Accounting Principles and the Company’s system of
internal accounting controls is required at all times.

V. Compliance with Laws and this Code
You are expected to comply with both the letter and spirit of all applicable governmental
laws, rules and regulations and this Code, and to promptly report any suspected violations
of applicable governmental laws, rules and regulations or this Code to the Compliance
Officer, the Chief Executive Officer or the chairperson of the Audit Committee of the Board
of 5 Directors. No one will be subject to retaliation because of a good faith report of a
suspected violation. If you fail to comply with this Code or any applicable laws, rules or
regulations, you may be subject to disciplinary measures, up to and including termination of
your employment.

VI. Trading Restrictions
All Directors/Officers/Designated Employees of the Company shall be subject to trading
restrictions as enumerated below:
A. Trading Window:
The Company specifies “Valid Trading Window” also called as Trading Period for trading
in Company’s securities which means a period other than the Prohibited Period. All
Directors, Promoters, Designated employees of the Company shall conduct their dealing
in securities of the Company only in a valid trading window period and shall not deal in
any transaction involving the purchase or sale or otherwise deal in the Company’s
securities during the prohibited period i.e. when the Trading Window is closed.
Intimation will be given through email as to the closure of Trading Window.

B .Pre-clearance of Trade
All Directors/Officers/Designated Employees dealing in the shares and other securities
of the Company are required to obtain pre clearance of all the trades in the shares and
other securities of the Company, being done by themselves or their dependent family
members in the following situations:

All Directors/Officers/Designated Employees holding more than 1%shares and intend to
sell above 20000 shares or 1% of his current holding, whichever is higher should preclear
the dealings in securities by making an application to the Compliance Officer. The
Compliance Officer shall process all the applications within 1 day and unless anyobjection, it can be taken as deemed approval. All Directors/Officers/Designated

Employees proposing to sell more than 20000 shares or 1% of his current holding,
whichever is higher should pre-clear the dealings in securities by making an application
to Board of Directors. The Board shall approve the matter by a circular resolution, and
the Compliance Officer shall issue pre-clearance only after the approval of the Board.
The time limit to provide this clearance is 3 days, unless any objection which will be
conveyed in 2 days for the applicant to respond within the 3 day time Limit.
Undertaking:

All Directors/Officers/Designated Employees proposing to sell less than 20,000 shares
no pre-clearance is required but an intimation is to be given to the Compliance Officer
within 2 working days by way of an undertaking as specified in Annexure – A below.

C. Pre-Dealing Mechanism
All Directors/Officers/Designated Employees required obtaining Pre-clearance of
trades in the shares and other securities of the Company shall make an application
in writing or by way of e-mail at This e-mail address is being protected from spambots. You need JavaScript enabled to view it in Form A enclosed to this code to
the Compliance Officer. The Compliance Officer designated for this purpose is the
Company Secretary.

D. Other Restrictions
All Directors/Officers/Designated Employees and their dependents shall execute
their order in respect of securities of the Company within one week after the
approval of the pre-clearance. If the order is not executed within one week after the
approval, the Directors, Officers and Designated Employees and their dependents
must pre clear the transaction again.

E. Disclosure of Interest or holding
All Directors/Officers/Designated Employees of the Company shall disclose to the
Company in Form B, the number of shares or voting rights held by such person,
within 2 working days of becoming a Director/Officer/Designated Employee of the
Company. The Company shall immediately disclose to all stock exchanges on which
the Company is listed.

F. Initial Disclosure
Any Person who holds more than 5% of shares in any listed companies shall disclose
to the Company in Form A the number of shares or voting rights held by such person
on becoming such holder within 2 working days from the date of receipt of
intimation of allotment of shares or acquisition of shares.

G. Continual Disclosure
All Directors/Officers/Designated Employees of the Company shall disclose to the
Company in Form D, the total number of shares or voting rights held and change in
shareholding or voting rights, in there has been a change in such holdings from the
last disclosure made if the change exceeds Rs. 8 Lakh in value or 200000 shares or
1% of the total shareholding or voting rights whichever is lower. The Company shall
within five days of receipt shall disclose to all stock exchanges on which the
Company is listed.VII: Price Sensitive Information

All Directors/Officers/Designated Employees of the Company shall maintain the
confidentiality of all price sensitive information. All Directors/Officers/Designated
Employees of the Company shall not pass such price sensitive information directly
or indirectly by way of making a recommendation for the sale or purchase of the
securities.

VIII: Disclosure
A. Any person who holds more than 5% of shares or voting rights in any listed Company
shall disclose to the Company and the stock exchanges the number of shares or
voting rights held under Regulation 29(1) of Substantial Acquisition of Shares and
Takeovers, Regulation 2011, within two working days from the date of receipt of
intimation of allotment of shares or acquisition of shares.

B. Any person who holds more than 5% of shares or voting rights in any listed Company
shall disclose to the Company and the stock exchanges if there is a change which
exceeds 2% of total share holdings or voting rights under Regulation 29(2) of
Substantial Acquisition of Shares and Takeovers, Regulation 2011 within two
working days from the date of receipt of intimation of allotment of shares or
acquisition of shares.

IX. Scope
This Code supplements, and does not supersede, change or alter, the existing
Company policies and procedures already in place, as stated in the Company’s
Code of Business Conduct & Ethics and communicated to all Company
employees and Directors.

X. No Rights Created
This Code is a statement of certain fundamental principles, policies and
procedures that govern the Company’s Senior Executive and Financial Officers
in the conduct of the Company’s business. It is not intended to and does not
create any rights in any employee, customer, supplier, competitor, shareholder
or any other person or entity.

XI. Acknowledgement form
I have received and read the Code of Ethics for Senior Executive and Financial
Officers, and I understand its contents. I agree to comply fully with the standards
contained in the Code of Ethics and the Company’s related policies and
procedures. I understand that I have an obligation, as described above, to report
any suspected violations of the Code of Ethics.APPLICATION FOR PRE-CLEARANCE OF TRADE

(For Director/Officers/Designated Employee)
Date: _____________
ANNEXURE-A
The Compliance Officer
Genera Agri Corp Limited
Flat No. 302, 3 rd Floor,
Plot No.5&6 Silicon Valley,
Madhapur,
Hyderabad – 500 081
From: Name:
Designation/Grade:
Employee No:
Demat Account:
Dear Sir/Madam,
Sub. : Application for Pre-Clearance of Trade to be executed
With reference to the Code for prohibition of Insider Trading of Genera Agri Corp
Limited I seek your approval to sell________ (nos) equity shares.

As required by the Code for prohibition of Insider Trading of the Company, I hereby
state that
a) I have no access to nor do I have any information that could be construed as “Price
Sensitive Information” as defined in the Code up to the time of signing this
undertaking;

b) In the event that I have access to or received any information that could be
construed as “Price Sensitive Information’ as defined in the Code, after the signing
of this undertaking but before executing the deal for which approval is sought, I shall
inform the Compliance officer of the same and shall completely refrain from Dealing
in securities of the Company until such information becomes public;

c) I have not contravened the provisions of the Code of Conduct for Prohibition of
Insider Trading as notified by the Company from time to time.

d) I have made full and true disclosure in the matter.

e) If approved, I shall execute the Dealing in Securities of the Company within one
week after the approval of Pre-Clearance of Trade is given. If the order is not
executed within one week after the approval is given, I undertake to obtain Pre-
Clearance of Trade for the Dealing in the Securities again.

Signature
Date: