As per the revised Clause 49 of the Listing Agreement pertaining to Corporate Governance, all listed companies have to evolve and implement a ‘Code of Conduct’ for all members of the Board and Senior Managerial Personnel to ensure best board practices, transparent disclosures and shareholder empowerment which are necessary for creating shareholder value.

The Company has accordingly laid down this Code of Conduct (hereinafter referred to as the “Code”) for its Board of Directors (hereinafter referred to as the “Board”) Senior Managerial Personnel (as hereinafter defined). The Code of Conduct is regularly updated and reissued to ensure its comprehensiveness.

This code is framed to comply with clause 49 of the listing agreement (as amended from time to time), entered into with the stock exchanges. Wherever there is any variation between the provisions of the code and the provisions of the Listing Agreement, as amended, the provisions of the Listing Agreement would prevail over the provisions of the Code.

The purpose of this code is to ensure better corporate governance, effective control and ensure transparency in company’s management, in the best interests of the shareholders of the Company. As a member of the KIC family, it is important that you read, understand and fully comply with our Code of Conduct. It is your responsibility to bring to the attention of your manager any situation you have reason to believe is in conflict with our Code of Conduct. KIC’s reputation is entrusted to each of us.

SCOPE :
This code of conduct of the Company shall be called “The KICML- Code of Conduct” (hereinafter referred to as “The Code”). The code shall be applicable to all Executive and Non-Executive directors, Senior Managerial personnel including functional heads. The code shall be posted on the website of the Company. The code of conduct for Board members and Senior Managerial personnel of the company includes the following :

HONEST AND ETHICAL CONDUCT :
Each Board member and senior managerial personnel shall observe the highest standards of personnel and professional integrity, honesty and ethical conduct which is free from fraud and deception and which he or she is expected to reflect while working on the company’s premises or working for company’s business anywhere else including company’s sponsored business and social events and/or other place(s) where the Board member or senior managerial personnel is representing the company.

In addition to above, Board member should also ensure the following :

CONFLICT OF INTEREST:
Each Board member and/or senior managerial personnel is expected to avoid clash of his or her personal  interest with the interest of the company or his or her ability to perform his or her duties and responsibilities for the well-being of the company.

• To inform the Company immediately about emergence of any situation that may disqualify him / her from Directorship.
• Not to hold any office or place of profit in the Company by himself or by his / her relatives without full disclosure of information in connection therewith.
• Not to make investment in any customer, supplier or competitor of the Company such that it may compromise on his / her responsibilities to the Company and any such investment would be with prior and full disclosure of the Company.
• To make full disclosures regarding all related party transactions.

CONFIDENTIAL INFORMATION:
Any information concerning the Company’s business its customers, suppliers, etc. which is not in the public domain and to which the directors or officers has access or possesses such information must be considered confidential and held in confidence unless authorized to do so and when disclosure is required, as a matter of law and shall not be used by him or her for his or her personal gain or advantage.

STATUTORY COMPLIANCE :
While carrying out the duties and responsibilities, the Board member and/or senior managerial personnel of the company should endeavour to ensure that all the applicable rules and regulations are complied with so as to avoid any harm to the interest of the company. In addition, if any Board member or senior managerial personnel of the company becomes aware of any information that he or she believes and constitutes evidence of any material violation of any law, rules & regulations applicable to the company for the operation of its business, then such Board member or senior managerial personnel should immediately bring such information to the attention of the Managing Director of the company.

PREVENTION OF INSIDER TRADING :
The Board of Directors and senior managerial personnel of the Company shall not indulge in the activity of subscribing, buying or selling the securities of the Company, which may be in contravention of the policies prescribed by the SEBI in the matter of Insider Trading. Such persons shall not misuse any unpublished price sensitive information about the Company with others.

CORPORATE OPPORTUNITY:
Directors and officers should not exploit for their own personal gain, opportunities that are discovered through the use of corporate property, information or possession unless the opportunity is disclosed fully in writing to the Company’s Board of Directors and the Board of Directors decline to  pursue such opportunities.

PROTECTION OF ASSETS :
Protecting the Company’s assets is the key responsibility of every employee. Care should be taken to ensure that assets are not misused, misappropriated, loaned to others, or sold or donated, without appropriate authorization.

GIFTS AND DONATIONS :
The Company and its employees shall neither receive nor offer or make directly or indirectly any illegal payments, remuneration, gifts, donations or comparable benefits which are intended to or perceived to obtain business or uncompetitive favors for the conduct of its business.

HEALTH, SAFETY AND ENVIRONMENT :
The Company 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.

ANNUAL COMPLIANCE REPORTING :
This code of conduct applicable to Board members and senior managerial personnel of the company sets forth guidelines for conduct for the Board members and senior managerial personnel of the company who shall affirm compliance with the aforesaid code on annual basis and will annually sign a confirmation that they have read and complied with this code and a declaration to this effect shall be given in the Annual Report of the company to be signed by the Managing Director of the company. The Board shall determine appropriate actions to be taken in the event of violations of the Code.

WAIVER AND AMENDMENTS OF THE CODE :
KIC is committed to continuously reviewing and updating its policies and procedures. Therefore, this code is subject to modification. Any amendment or waiver of any provision of this Code must be approved in writing by the Company’s Board and promptly disclosed on the Company’s website and in applicable regulatory filings pursuant to applicable laws and regulations, together with details about the nature of amendment and waiver.